UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
(CUSIP Number)
Avista Capital Partners, L.P
65 East 55
th
Street, 18th Floor
New York, New York 10022
Telephone: (212) 593-6900
Attn: Ben Silbert, Esq.
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Steven D. Rubin, Esq.
King & Spalding LLP
1100 Louisiana, Suite 4000
Houston, Texas 77002
(713) 751-3240
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Avista Capital Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,946,951 (See Item 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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4,946,951 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,946,951 (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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35.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
Avista Capital Partners (Offshore), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bermuda
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,304,473 (See Item 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,304,473 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,304,473 (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
Avista Capital Partners GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,251,424 (See Item 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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6,251,424 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,251,424 (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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41.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Item 1. Security and Issuer.
This Amendment No. 10 amends the Statement on Schedule 13D (the Schedule 13D) filed with the
Securities and Exchange Commission (Commission) on September 13, 2006 by Avista Capital Partners,
L.P., a Delaware limited partnership (Avista), Avista Capital Partners (Offshore), L.P. (Avista
Offshore) and Avista Capital Partners GP, LLC, a Delaware limited liability company (Avista GP)
and the Amendment No. 9 (Amendment No. 9) filed February 5, 2009, Amendment No. 8 (Amendment No.
8) filed January 9, 2009, Amendment No. 7 (Amendment No. 7) filed on July 28, 2008, Amendment
No. 6 (Amendment No. 6) filed on January 16, 2008, the Amendment No. 5 (Amendment No. 5) filed
on September 12, 2007, the Amendment No. 4 (Amendment No. 4) filed on July 18, 2007, the
Amendment No. 3 (Amendment No. 3) filed on May 15, 2007, the Amendment No. 2 (Amendment No. 2)
filed on December 15, 2006 and the Amendment No. 1 (Amendment No. 1) filed on October 5, 2006,
all filed by the same parties (the Filing Parties).
The title and class of equity security to which this amendment to the Schedule 13D relates is
the Common Stock, par value $.01 per share (the Common Stock), of Geokinetics Inc., a Delaware
corporation (Geokinetics or the Company). The principal executive offices of Geokinetics are
located at One Riverway, Suite 2100 Houston, Texas 77056. The following amendments to the Schedule
13D are hereby made. Unless otherwise define herein, all capitalized terms shall have the meanings
ascribed to them in the Schedule 13D or Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and/or
Amendment No. 9.
Item 3. Source and Amount of Funds or Other Consideration.
Avista and Avista Offshore acquired 158 and 42 additional shares of Common Stock,
respectively, reported on this Amendment in Table I in Item 5(c), which were paid for in cash out
of available capital of Avista and Avista Offshore. Avista paid approximately $489.80 and Avista
Offshore paid approximately $130.20 for their respective additional shares of Common Stock reported
on this Amendment. Such shares were acquired for total consideration of approximately $620.00 in
open market transactions as listed in Item 5 below. Such amount includes commissions incurred in
making the investments.
Pursuant to the Second Amended and Restated Certificate of Designation of Series B Senior
Convertible Preferred Stock (the Certificate), filed with the Commission as Exhibit 1 to the Form
8-K filed by Geokinetics with the Commission on February 18, 2009, Avista and Avista Offshore have
acquired (i) quarterly dividend payments on shares of Series B-1 Preferred Stock in the form of
additional shares of Series B-1 Preferred Stock as shown in Table II in Item 5(c) and (ii)
quarterly dividend payments on shares of Series B-2 Senior Convertible Preferred Stock (Series B-2
Preferred Stock, and together with Series B-2 Preferred Stock, the Series B Preferred Stock) in
the form of shares of additional Series B-2 Preferred Stock as shown in Table II in Item 5(c). The
value of each share of Series B-1 and Series B-2 Preferred Stock paid in lieu of cash is equal to
the original issue price, which is $250.00 per share for each share of Series B-1 and Series B-2
Preferred Stock (as adjusted for stock splits, stock dividends or dilutions as described in the
Certificate).
Item 4. Purpose of Transaction.
For a discussion of plans or proposals which the reporting persons have with respect to actions
contemplated by Item 4(a)-(j), as applicable, please refer to the discussion of the Exchange
Agreement in Item 6 and the Exhibits referenced therein.
Item 5. Interest in Securities of the Issuer.
Based on information set forth in the Companys Form 10-Q, as filed with the Commission on
November 9, 2009, there are 10,822,192 shares of Common Stock of the Company issued and outstanding
as of November 2, 2009.
(a)
(1) Avista may be deemed to beneficially own in the aggregate 4,946,951 shares of Common
Stock, comprised of 1,672,841 shares of Common Stock, 204,541 shares of the Series B-1 Preferred
Stock which are convertible into 2,045,410 shares of Common Stock of the Company, 103,878 shares of
the Series B-2 Preferred Stock which are convertible into 1,038,780 shares of Common Stock of the
Company and 189,920 Warrants which can be exercised for 189,920 shares of Common Stock,
collectively representing approximately 35.1% of the outstanding shares of Common Stock. Of such
shares, Avista has sole voting and dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 1,672,841 shares of Common Stock, 204,541 shares of the
Series B-1 Preferred Stock, 103,878 shares of the Series B-2 Preferred Stock and 189,920 Warrants
as a result of the relationships described in paragraph (b) (1) and (2) below.
(2) Avista Offshore may be deemed to beneficially own in the aggregate 1,304,473 shares of
Common Stock, comprised of 441,113 shares of Common Stock, 53,936 shares of Series B-1 Preferred
Stock which are convertible into 539,360 shares of Common Stock, 27,392 shares of Series B-2
Preferred Stock which are convertible into 273,920 shares of Common Stock and 50,080 Warrants which
can be exercised for 50,080 shares of Common Stock, collectively representing approximately 11.2%
of the outstanding shares of the Common Stock. Of such shares, Avista Offshore has sole voting and
dispositive power with respect to no shares, and shared voting and dispositive power with respect
to 441,113 shares of Common Stock, 53,936 shares of the Series B-1 Preferred Stock, 27,392 shares
of the Series B-2 Preferred Stock and 50,080 Warrants as a result of the relationships described in
paragraph (b) (1) and (3) below.
(3) Avista
GP may be deemed to beneficially own in the aggregate 6,251,424 shares of Common
Stock, comprised of 2,113,954 shares of Common Stock, 258,477 shares of Series B-1 Preferred Stock
which are convertible into 2,584,770 shares of Common Stock, 131,270 shares of Series B-2 Preferred
Stock which are convertible into 1,312,700 shares of Common Stock and 240,000 Warrants which can be
exercised for 240,000 shares of Common Stock, collectively representing approximately 41.8% of the
outstanding shares of Common Stock. Of such shares, Avista GP has sole voting and dispositive
power with respect to no shares, and shared voting and dispositive power with respect to 2,113,954
shares of Common Stock, 258,477 shares of the Series B-1 Preferred Stock, 131,270 shares of the
Series B-2 Preferred Stock and 240,000 Warrants as a result of the relationships described in
paragraphs (b) (1), (2) and (3) below.
(b)
(1) Of the 2,113,954 shares of Common Stock, 258,477 shares of the Series B-1 Preferred Stock,
131,270 shares of the Series B-2 Preferred Stock and 240,000 Warrants for which Avista GP has
shared voting and dispositive power, none of such securities are held of record by Avista GP.
Avista holds of record 1,672,841 shares of Common Stock, 204,541 shares of the Series B-1 Preferred
Stock, 103,878 shares of the Series B-2 Preferred Stock and 189,920 Warrants. Avista Offshore
holds of record 441,113 shares of Common Stock, 53,936 shares of the Series B-1 Preferred Stock,
27,392 shares of the Series B-2 Preferred Stock and 50,080 Warrants. Avista GP is the sole general
partner of Avista and Avista Offshore and, therefore, may be deemed to be the beneficial owner of the shares of Common Stock, Series B Preferred Stock and
Warrants owned of record by Avista and Avista Offshore.
(2) Of the 1,672,841 shares of Common Stock, 204,541 shares of the Series B-1 Preferred Stock,
103,878 shares of the Series B-2 Preferred Stock and 189,920 Warrants for which Avista has shared
voting and dispositive power, all of such shares are held of record by Avista.
(3) Of the 441,113 shares of Common Stock, 53,936 shares of the Series B-1 Preferred Stock,
27,392 shares of the Series B-2 Preferred Stock and 50,080 Warrants for which Avista Offshore has
shared voting and dispositive power, all of such shares are held of record by Avista Offshore.
Each of the Filing Parties expressly disclaims beneficial ownership with respect to any shares
of Common Stock covered by this Statement (or shares of Series B-1 Preferred Stock, Series B-2
Preferred Stock or Warrants) not owned by it of record.
(c)
Since the filing of Amendment No. 9, the Filing Parties have made the following purchases of
Common Stock on the open market (each of which has been effected by the Filing Parties):
Table I
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Total Number of Shares
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Number of Shares
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Number of Shares
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Transaction
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Transaction
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Purchased by Avista
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Purchased by
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Purchased by
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Price per
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Type
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Date
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and Avista Offshore
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Avista
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Avista Offshore
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Share ($)
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Market Purchase
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2/9/2009
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200
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158
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42
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$
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3.10
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Since the filing of Amendment No. 9, the Filing Parties have acquired the following shares of
Series B Preferred Stock as quarterly dividend payments on shares of Series B-1 Preferred Stock and
Series B-2 Preferred Stock in the form of additional shares of Series B-1 Preferred Stock and
Series B-2 Preferred Stock, respectively, pursuant to the Certificate (as defined in Item 3):
Table II
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Total Number of Shares
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Number of Shares
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Acquired by Avista and
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Number of Shares
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Acquired by Avista
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Type of Derivative Security
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Date of Dividend
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Avista Offshore
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Acquired by Avista
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Offshore
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Series B-1 Preferred Stock
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3/15/2009
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4,870
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3,854
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1,016
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Series B-1 Preferred Stock
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6/15/2009
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4,968
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3,932
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1,036
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Series B-1 Preferred Stock
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9/15/2009
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5,067
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4,010
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1,057
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Series B-2 Preferred Stock
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3/15/2009
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2,473
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1,957
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516
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Series B-2 Preferred Stock
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6/15/2009
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2,522
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1,996
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526
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Series B-2 Preferred Stock
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9/15/2009
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2,573
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2,036
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537
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(d) The right to receive dividends on, and proceeds from the sale of, the shares of Common
Stock, the Series B-1 Preferred Stock, the Series B-2 Preferred Stock and the Warrants held of
record by the applicable Filing Parties and beneficially owned by their respective sole general
partner or members, as the case may be, described in paragraphs (a) and (b) above is governed by their respective limited partnership
agreements and limited liability regulations, as applicable, of each of such entities, and such
dividends or proceeds may be distributed with respect to numerous general and limited partnership
or membership interests.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
As disclosed in its Form 8-K, filed with the Commission on December 4, 2009, Geokinetics
entered into a definitive purchase agreement, dated on December 3, 2009 (the Purchase Agreement),
with Petroleum Geo-Services ASA and certain of its subsidiaries (PGS) under which Geokinetics has
agreed to acquire the onshore seismic data acquisition and multi-client data library business of
PGS in a cash and stock transaction (the Transaction). In connection with the Transaction,
Geokinetics, and Avista, Avista Offshore and Levant America S.A. (the Series B Preferred Stock
Holders), have agreed to amend the terms of the Series B Preferred Stock in order to facilitate
the Transaction and the contemplated financing thereof (the Financing).
The Exchange Agreement amends the Series B-1 Preferred Stock to, among other things, extend
the date that the holders of Series B-1 Preferred Stock may call for mandatory redemption and the
date through which Geokinetics may elect to pay dividends in kind to a date to be determined
between December 2015 and March 31, 2016, with the exact date to be determined at the completion of
the Financing. In addition, the dividend rate on the Series B-1 Preferred Stock has been amended
from 8% to 9
3
/
4
% and the conversion price has been adjusted from $25 to $20, subject to certain
restrictions and further adjustment provisions.
The Series B-2 Preferred Stock held by Avista will be exchanged for a new redeemable Series C
Preferred Stock with no Common Stock conversion feature. The Series C Preferred Stock will have a
dividend rate of 1.5% above the yield on any high yield notes issued in connection with the
Financing, or 12% under certain circumstances, and will be redeemable at a date to be determined
between December 2015 and March 31, 2016, with the exact date to be determined at the completion of
the Financing. Dividends on the Series C Preferred Stock may be paid in cash or may accrue. In
addition, Geokinetics will issue the holders of its Series B-2 Preferred Stock 750,000 shares of
its Common Stock and will pay an affiliate of the Filing Parties a cash fee of 2% of the
liquidation amount, plus accrued and unpaid dividends of the Series B Preferred Stock.
Furthermore, pursuant to the Exchange Agreement, Avista and Avista Offshore have consented to an
expansion of the Board of Directors of Geokinetics from seven to nine members and have agreed to
vote for two persons as directors of Geokinetics selected by PGS at the annual meeting of the
stockholders of Geokinetics in 2010 and 2011.
The foregoing description is a summary of the material terms of the Exchange Agreement, does
not purport to be complete, and is qualified in its entirety by reference to the Exchange Agreement
which is an Exhibit hereto. The transactions contemplated by the Exchange Agreement will be
consummated on the earlier to occur of the closing of the Transaction or a public offering of
Common Stock of Geokinetics by June 10, 2009.
Item 7. Material to be Filed As Exhibits.
Amendment and Exchange Agreement dated December 2, 2009, among Avista Capital Partners (Offshore),
L.P. Avista Capital Partners, L.P., Levant, S.A. and Geokinetics, Inc (incorporated by reference
from Exhibit 10.2 to the Form 8-K of Geokinetics filed with the Securities and Exchange Commission
December 4, 2009).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth herein is true, complete and correct.
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Dated: December 9, 2009
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AVISTA CAPITAL PARTNERS, L.P.
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By:
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AVISTA CAPITAL PARTNERS, GP, LLC,
its general partner
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By:
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/s/ Ben Silbert, General Counsel
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Name:
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Ben Silbert
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Title:
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General Counsel
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth herein is true, complete and correct.
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Dated: December 9, 2009
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AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.
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By:
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AVISTA CAPITAL PARTNERS, GP, LLC,
its general partner
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By:
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/s/ Ben Silbert, General Counsel
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Name:
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Ben Silbert
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Title:
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General Counsel
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth herein is true, complete and correct.
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Dated: December 9, 2009
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AVISTA CAPITAL PARTNERS GP, LLC
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By:
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/s/ Ben Silbert, General Counsel
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Name:
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Ben Silbert
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Title:
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General Counsel
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Geokinetics, Inc. (AMEX:GOK)
Historical Stock Chart
From Jun 2024 to Jul 2024
Geokinetics, Inc. (AMEX:GOK)
Historical Stock Chart
From Jul 2023 to Jul 2024