0000919574-19-002668.txt : 20190401 0000919574-19-002668.hdr.sgml : 20190401 20190401162258 ACCESSION NUMBER: 0000919574-19-002668 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190328 FILED AS OF DATE: 20190401 DATE AS OF CHANGE: 20190401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whitebox Credit Partners, L.P. CENTRAL INDEX KEY: 0001311165 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 19721000 BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER NAME: FORMER CONFORMED NAME: Whitebox Credit Arbitrage Partners, L.P. DATE OF NAME CHANGE: 20100928 FORMER NAME: FORMER CONFORMED NAME: Whitebox Hedged High Yield Partners, L.P. DATE OF NAME CHANGE: 20041210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whitebox Multi-Strategy Partners LP CENTRAL INDEX KEY: 0001452149 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 19721001 BUSINESS ADDRESS: STREET 1: WATERFRONT DRIVE STREET 2: WICKHAM'S CAY 1 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER NAME: FORMER CONFORMED NAME: Whitebox Combined Partners LP DATE OF NAME CHANGE: 20081215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITEBOX GENERAL PARTNER LLC CENTRAL INDEX KEY: 0001650272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 19721002 BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITEBOX ADVISORS LLC CENTRAL INDEX KEY: 0001257391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 19721003 BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAExploration Holdings, Inc. CENTRAL INDEX KEY: 0001514732 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 274867100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1160 DAIRY ASHFORD RD. STREET 2: SUITE 160 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-258-4400 MAIL ADDRESS: STREET 1: 1160 DAIRY ASHFORD RD. STREET 2: SUITE 160 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: Trio Merger Corp. DATE OF NAME CHANGE: 20110307 4 1 ownership.xml X0306 4 2019-03-28 1 0001514732 SAExploration Holdings, Inc. SAEX 0001257391 WHITEBOX ADVISORS LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS MN 55416 0 0 1 0 0001650272 WHITEBOX GENERAL PARTNER LLC 3033 EXCELSIOR BOUELVARD, SUITE 300 MINNEAPOLIS MN 55416 0 0 1 0 0001452149 Whitebox Multi-Strategy Partners LP ESTERA CORPORATE SERVICES (BVI) LTD. JAYLA PLACE, WICKHAMS CAY 1, BOX 3190 ROAD TOWN, TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001311165 Whitebox Credit Partners, L.P. ESTERA CORPORATE SERVICES (BVI) LTD. JAYLA PLACE, WICKHAMS CAY 1, BOX 3190 ROAD TOWN, TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 Common Stock 2019-03-28 4 P 0 30030 3.33 A 160480 I See Footnote Common Stock 2019-03-28 4 P 0 18976 3.33 A 98095 D Common Stock 2019-03-28 4 P 0 6372 3.33 A 31896 D These securities are directly beneficially owned by certain private investment funds, including Whitebox Multi-Strategy Partners, LP ("WMP") and Whitebox Credit Partners, LP ("WCP") (together, the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds, and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds. Each of the Private Funds, Whitebox Advisors LLC and Whitebox General Partner LLC disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These securities are directly beneficially owned by WMP. These securities are directly beneficially owned by WCP and this Form 4 represents an exit filing for WCP as it now beneficially owns less than 10% of the outstanding Common Stock. These securities were acquired pursuant to a stock purchase agreement between SAExploration Holdings, Inc (the "Issuer") and WMP, WCP and a certain other Private Fund dated March 28, 2019 (the "Stock Purchase Agreement") with amounts received in lieu of Jacob Paul Mercer's compensation for his role as a director of the Issuer. The acquisition was approved by the Issuer's board of directors in accordance with Rule 16b-3(d)(1) of the Exchange Act. Pursuant to the Stock Purchase Agreement, this price represents the closing price of the Common Stock on March 27, 2019 with an additional $0.01 premium. Whitebox Advisors LLC By: /s/ Mark Strefling, Chief Executive Officer 2019-04-01 Whitebox General Partner LLC By: /s/ Mark Strefling, Chief Executive Officer 2019-04-01 Whitebox Multi-Strategy Partners LP By: Whitebox General Partner LLC. By: /s/ Mark Strefling, Chief Executive Officer 2019-04-01 Whitebox Credit Partners, L.P. By: Whitebox General Partner LLC. By: /s/ Mark Strefling, Chief Executive Officer 2019-04-01