ION announces successful completion of its Exchange Offer and Consent Solicitation, and Rights Offering

HOUSTON, April 20, 2021 (GLOBE NEWSWIRE) -- ION Geophysical Corporation (NYSE: IO) (the “Company” or “ION”) today announced the successful completion of its previously announced offer to exchange (the “Exchange Offer”) the Company’s 9.125% Senior Secured Second Priority Notes due 2021 (the “Old Notes”) for newly issued 8.00% Senior Secured Second Priority Notes due 2025 (the “New Notes”) and the other consideration in the form of cash and ION common stock, as described in the Company’s Prospectus dated as of March 10, 2021 (the “Exchange Offer Prospectus”) and its previously announced rights offering (the “Rights Offering”) to its holders of common stock, par value $0.01 per share (the “Common Stock”) to purchase (i) $2.78 principal amount of the New Notes per Right, at a purchase price of 100% of the principal amount thereof or (ii) 1.08 shares of Common Stock per Right, at a purchase price of $2.57 per whole share of Common Stock, as described in the Company’s Prospectus dated as of March 10, 2021 (the “Rights Offering Prospectus” and, together with the Exchange Offer Prospectus, the “Prospectuses”).

“We are extremely pleased with the outcome of the transactions, which strengthens our platform and supports our focus to grow and diversify the business,” said Chris Usher, ION’s President and Chief Executive Officer. “Not only does the exchange extend the maturity to 2025 with a lower coupon, but also provides a path to convert nearly all our debt to equity as we execute our strategy over the next couple years. On behalf of ION, I would like to sincerely thank all our stakeholders, as this transformation would not have been possible without their strong support and participation. We remain optimistic about promising growth opportunities to continue evolving our core business and diversifying into new markets associated with the energy transition, sustainability and digitalization.”

In the Exchange Offer, an aggregate principal amount of $113,472,000, or approximately 94.1%, of the $120,569,000 outstanding Old Notes were accepted for exchange for (i) $84,652,000 aggregate principal amount of its New Notes, (ii) 6,116,369 shares of the Company’s Common Stock, including 1,542,201 shares issued as the Early Participation Payment and 4,574,168 shares issued as stock consideration in lieu of New Notes, and (iii) $20,659,722 paid in cash, including $3,595,250 of accrued and unpaid interest that became due on the Old Notes as part of the exchange. The Company has accepted for exchange all such Old Notes validly tendered and not validly withdrawn in the Exchange Offer as of the expiration time on April 12, 2021 at 11:59 p.m. New York City time. The amendment to the indenture governing the Old Notes will be effective on such date. Pursuant to the Exchange Offer, post-closing, the Company will make an offer to participants to repurchase New Notes at par for up to 50% of the proceeds raised in excess of $35 million from the Rights Offering valued at $3,417,643.