13D Filing: Blue Mountain Capital and Saexploration Holdings Inc. (SAEX)

Page 15 of 17

Page 15 of 17 – SEC Filing


CUSIP No. 78636X204

The 2017 RSA contemplates the following transactions:

The Issuer will commence an exchange offer to exchange the Second Lien Notes and the remaining 10.000% Senior Secured Notes due 2019 (the Stub Notes, and together with the Second Lien Notes, the
Notes), each to the extent held by eligible holders of record, for a combination of common stock, convertible preferred stock and warrants. In connection with the exchange offer, the Issuer will also commence a consent
solicitation to make certain proposed amendments to the terms of the indentures governing the Notes. Pursuant to the 2017 RSA, the 2017 Supporting Holders have agreed to tender all of their Second Lien Notes and to deliver corresponding consents.
As a result of the issuance of shares of common stock, shares of convertible preferred stock, and warrants pursuant to the exchange offer, assuming that all outstanding Second Lien Notes and at least $1.25 million
in aggregate principal amount of Stub Notes are tendered and accepted for exchange in the exchange offer and assuming conversion of the convertible preferred stock and exercise of the warrants, the Issuer expects to issue to the tendering holders of
Notes approximately 93.4% of the outstanding shares of common stock (including to 2017 Supporting Holders) and expects current equity to hold approximately 6.6% of the outstanding shares of common stock, as of the closing of the exchange offer,
without giving effect to any subsequent issuances.

The 2017 RSA contemplates various closing conditions, including, among other things, the
negotiation of definitive documentation and a minimum tender condition of 95% in principal amount of the Second Lien Notes in the exchange offer and consent solicitation (the Minimum Threshold).

The 2017 Supporting Holders may terminate the 2017 RSA if, among other customary termination events, the Issuer files for bankruptcy or if the consummation of
the exchange offer and consent solicitation has not occurred by February 14, 2018.

The summary of the 2017 RSA set forth above does not purport to
be complete and is qualified in its entirety by reference to such agreement, a copy of which is being filed as Exhibit 8 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7
of the Schedule 13D is hereby amended by adding the following:

7. Joint Filing Agreement dated December 21, 2017, attached as Exhibit 7 hereto.

8. Restructuring Support Agreement, dated as of December 19, 2017, by and among the Issuer, certain subsidiaries of the Issuer, the 2017 Supporting
Holders and the members of management identified therein (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on December 20, 2017).

Follow Saexploration Holdings Inc. (NASDAQ:SAEX)

Page 15 of 17