Paris, France – 27 June 2017
On June 14, 2017, CGG SA (“CGG” or the “Company”) announced that, following the
execution of a lock-up agreement (the “LUA”) with certain of its financial creditors and a
restructuring support agreement with one of its significant shareholders, both in support of a
comprehensive financial restructuring plan (the "Financial Restructuring"), it and certain of its
subsidiaries had commenced certain legal proceedings to implement the Financial
Restructuring, including the opening of a safeguard proceeding in France, a Chapter 15 filing
in the U.S. and the commencement by certain of its subsidiaries of Chapter 11 cases in the
The Financial Restructuring includes the Company’s plan to raise up to $500 million of new
money investments, including a $375 million issue of new second lien senior notes (inclusive
of a euro tranche of up to $100 million equivalent) with (i) a cash interest at a rate of LIBOR
for the dollar tranche and EURIBOR for the euro tranche (subject to a floor of 1%) + 4% per
annum and a payment-in-kind (“PIK”) interest at a rate of 8.5% per annum, (ii) a six-year
tenor (the “New Money Second Lien Notes”) and (iii) penny warrants giving the possibility to
subscribe for new shares representing 16% of the share capital of the Company1, at a price of
€0.01 per new share2 (the “Warrants” and, together with the New Money Second Lien Notes,
the “Securities”), to be subscribed by Eligible Holders of Senior Notes (each as defined
below) under the terms of a private placement agreement dated June 26, 2017 (the “PPA”).
CGG, certain of its subsidiaries, and the members of the ad hoc committee of the holders of
the Senior Notes (the “Committee”) entered into the PPA on June 26, 2017, following
authorization by the judge overseeing the safeguard proceeding on June 23 of CGG’s
execution of the PPA. In the PPA, the members of the Committee committed (i) to subscribe
for their Pro Rata Portion and (ii) to backstop any of the Securities whose subscription is not
committed during the Placement Period, as defined and described below3.
CGG announces the opening on Tuesday, June 27, 2017 of the Placement Period (as defined below) for the Subscription Commitment (as defined below) in respect of the Securities. Eligible Holders of Senior Notes may commit to subscribe (the “Subscription Commitment”) for their pro rata portion of the Securities, calculated based on the lower of (i) the aggregate principal amount of Senior Notes held by such holder as of 5 p.m. New York City time on June 1, 2017 (the “Record Date”) and (ii) the aggregate principal amount of Senior Notes held by such holder when it commits to subscribe, in each case, compared to the total principal amount of the Senior Notes outstanding as of the Record Date (the “Pro Rata Portion”). Solely for purposes of calculating holdings as of the Record Date, the net positive position of Senior Notes that are subject to binding trades that have not yet been settled on such date may be deemed held on the Record Date (upon provision of evidence of such net positive position to the satisfaction of Lucid Issuer Services Limited (the “Private Placement Agent”) and the Company).
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After restructuring steps but before exercise of Warrants #1 and Warrants #2.
This requires the prior reduction of the nominal value of CGG shares from €0.80 to €0.01 (by way of a
reduction in the share capital), the difference being booked as unavailable reserves.
The members of the Committee will receive, on closing and subject to closing, in consideration for their
backstop services (i) a 3% cash fee and (ii) penny warrants giving the possibility to subscribe for new shares
representing 1.5% of the share capital of the Company (after restructuring steps but before exercise Warrant #1 and
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