FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a- 16 or 15d- 16
of the Securities Exchange Act of 1934
For the month of February 2017
CGG
Tour Maine Montparnasse - 33 Avenue du Maine – BP 191 - 75755 PARIS CEDEX 15
(address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82
CGG S.A. ANNOUNCES EXECUTION OF SUPPLEMENTAL INDENTURES IN RESPECT OF ITS 2020 NOTES, 2021 NOTES AND 2022 NOTES TO ALLOW FOR APPOINTMENT OF A MANDATAIRE AD HOC AND SATISFACTION AND DISCHARGE OF INDENTURE IN RESPECT OF ITS 2017 NOTES
Paris, France – February 23, 2017
On February 6, 2017, CGG S.A. (“CGG”) announced a consent solicitation in respect of its Senior Notes (the “Notes Solicitation”). The purpose of the Notes Solicitation was to permit CGG to amend the indentures in respect of the Senior Notes to provide CGG the option to request the appointment of a ‘mandataire ad hoc’ (a French facilitator for creditor negotiations) without such action constituting an Event of Default under the indentures. The proposed indenture amendments also provided for certain information undertakings by CGG.
As disclosed on February 20, 2017, CGG (i) successfully completed the consent solicitation in respect of its 2020 Notes, 2021 Notes and 2022 Notes by receiving consent from the requisite majority of the holders of such notes and (ii) extended the consent solicitation in respect of its 2017 Notes (the “2017 Notes Solicitation Extension”).
CGG today announces that the Effective Time, as defined in the Consent Solicitation Statement dated February 3, 2017 (the “Consent Solicitation Statement”), occurred on February 22, 2017, as the supplemental indentures in respect of the 2020 Notes, the 2021 Notes and the 2022 Notes giving effect to the amendments proposed in the Consent Solicitation Statement were executed by the parties thereto and became effective in accordance with their terms.
CGG also announces that the 2017 Notes Solicitation Extension has expired without receipt of the requisite majority of holders of such notes. CGG intends to discharge and satisfy the indenture in respect of the 2017 Notes in accordance with its terms (through the payment of the aggregate outstanding principal ($8,319,000) and interest on the 2017 Notes to the indenture trustee in trust for the bondholders) no later than Friday, February 24, 2017. CGG further intends to request the appointment of a mandataire ad hoc as soon as practicable thereafter.
“Senior Notes” means CGG’s 7.750% Senior Notes due 2017 (CUSIP: 204386AK2 / ISIN: US204386AK24) (the “2017 Notes”), 6.500% Senior Notes due 2021 (CUSIP: 204384AB7 / ISIN: US204384AB76; CUSIP: F1704UAD6 / ISIN: USF1704UAD66) (the “2021 Notes”), 5.875% Senior Notes due 2020 (Reg. S ISIN: XS1061175607 / Reg. S Common Code: 106117560; Rule 144A ISIN: XS1061175862 / Rule 144A Common Code: 106117586) (the “ 2020 Notes”) and 6.875% Senior Notes due 2022 (Reg. S CUSIP: F1704UAC8 / Reg. S ISIN: USF1704UAC83; Registered CUSIP: 12531TAB5 / Registered ISIN: US12531TAB52)(the “2022 Notes”).
About CGG
CGG (www.cgg.com) is a fully integrated Geoscience company providing leading geological, geophysical and reservoir capabilities to its broad base of customers primarily from the global oil and gas industry. Through its three complementary businesses of Equipment, Acquisition and Geology, Geophysics & Reservoir (GGR), CGG brings value across all aspects of natural resource exploration and exploitation.
CGG employs around 6,000 people around the world, all with a Passion for Geoscience and working together to deliver the best solutions to its customers.
CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the New York Stock Exchange (in the form of American Depositary Shares. NYSE: CGG).
| Contacts
Group Communications Christophe Barnini Tel: + 33 1 64 47 38 11 E-Mail: : invrelparis@cgg.com |
Investor Relations Catherine Leveau Tel: +33 1 64 47 34 89 E-mail: : invrelparis@cgg.com |
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THIS FORM 6-K REPORT IS HEREBY INCORPORATED BY REFERENCE INTO CGG’S REGISTRATION STATEMENT ON FORM S-8 (REGISTRATION STATEMENT NO. 333-150384, NO. 333-158684, NO. 333-166250, NO. 333-173638, NO. 333-188120 AND NO. 333-197785) AND SHALL BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, CGG has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date February 23rd, 2017 | By /s/ Stéphane-Paul FRYDMAN | |||||
| S.P. FRYDMAN | ||||||
| Corporate Officer & CFO |
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