13D Filing: Whitebox Advisors and Saexploration Holdings Inc. (SAEX)

Mark Strefling

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

(612) 253-6001

(Name, Address and Telephone Number of Person
Authorized to Receive

Notices and Communications)

The principal business address for each of
WA and WB GP is 3033 Excelsior Boulevard, Suite 300, Minneapolis, Minnesota 55416.

The principal business address of WMP is c/o
Estera Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay 1, PO Box 3190, Road Town, Tortola, British Virgin Islands VG1110.

The principal business address of WCP is c/o
Estera Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay 1, PO Box 3190, Road Town, Tortola, British Virgin Islands VG1110.

The principal business addresses of the Executive
Officers and Board of Managers of WA and the members of the Board of WB GP, are set forth in Exhibit B and Exhibit C, respectively.

Except as set forth below in this Item 2(e)
none of the Reporting Persons have, during the last five years been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

In April 2014, WA received a confidential information
inquiry from the Securities and Exchange Commission (the “SEC”) in connection with the purchase of shares in a secondary
public offering which occurred in 2012. WA fully cooperated with the SEC and voluntarily reviewed historical trading activity to
identify any other potential instances of inadvertent violations of Rule 105 of Regulation M under the Exchange Act (“Rule
105”). Based on this review, WA identified four additional instances in 2011 and 2012 where WA participated in a secondary
offering during a restricted period. All of these instances were voluntarily disclosed to the SEC. The violations allegedly occurred
between January 2011 and June 2012. Rule 105 generally prohibits purchasing an equity security in a registered follow-on public
offering if the purchaser sold short the same security during the shorter of the period: (1) beginning five business days before
the pricing of the offered securities and ending with such pricing; or (2) beginning with the initial filing of a registration
statement or notification on Form 1-A or Form 1-E and ending with the pricing.

In July 2014, WA voluntarily submitted to an
offer of settlement with respect to the five alleged violations of Rule 105, without admitting or denying the SEC’s allegations.
The SEC accepted the offer of settlement, and imposed a cease-and-desist order from future violations of Rule 105. The settlement
involved the payment by WA of disgorgement of $788,779, prejudgment interest of $48,553.49 and a civil money penalty of $365,592.83
(for a total of $1,202,925.30) to the U.S. Treasury.

Item 4 is hereby amended and supplemented as
follows:

Principal Stockholder

On January
30, 2018, the Issuer filed a Schedule 14C announcing an amendment to its charter (the “Charter”) to include WA as a Principal
Stockholder (as defined in the Charter) and provide that each Principal Stockholder shall have the right to designate one director
nominee for the Issuer’s Board of Directors for so long as such Principal Stockholder holds more than 9% of the Issuer’s outstanding
Common Stock. In that Schedule 14C, the Issuer also announced an amendment to its Second Amended and Restated By-Laws (the “Bylaws”)
to include WA as a Principal Stockholder (as defined in the Bylaws) and update instances in the Bylaws that required a Principal
Stockholder to own 10% of the Issuer’s outstanding Common Stock to now require a Principal Stockholder to own 9% of the Issuer’s
outstanding Common Stock.

The
summary of the Issuer’s Schedule 14C set forth above does not purport to be complete and is qualified in its entirety by reference
to the Issuer’s Schedule 14C, dated as of January 30, 2018, a copy of which is being filed as Exhibit U hereto and is incorporated
herein by reference.

As of the date hereof, WA may be deemed to
be the beneficial owner of 3,337,426 Shares, constituting 9.99% of the Shares of the Issuer, based on 32,679,286 shares of Common
Stock issued and outstanding as of the Expiration Time as reported in the 2017 RSA, which is comprised of 2,609,039 shares of Common
Stock and additional shares of Common Stock issuable upon the exercise of 27,853,256 Series A Preferred Shares (defined below)
and 2,446,026 Series C Warrants (defined below), and deemed outstanding for purposes of calculating the Reporting Person’s beneficial
ownership.

WA has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 3,337,426 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 3,337,426 Shares.

As of the date hereof, WB GP may be deemed
to be the beneficial owner of 3,337,426 Shares, constituting 9.99% of the Shares of the Issuer, based on 32,679,286 shares of Common
Stock issued and outstanding as of the Expiration Time as reported in the 2017 RSA, which is comprised of 2,609,039 shares of Common
Stock and additional shares of Common Stock issuable upon the exercise of 27,853,256 Series A Preferred Shares and 2,446,026 Series
C Warrants, and deemed outstanding for purposes of calculating the Reporting Person’s beneficial ownership.

WB GP has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 3,337,426 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 3,337,426 Shares.

As of the date hereof, WMP may be deemed to
be the beneficial owner of 2,310,782 Shares, constituting 6.92% of the Shares of the Issuer, based on 32,679,286 shares of Common
Stock issued and outstanding as of the Expiration Time as reported in the 2017 RSA, which is comprised of 1,582,395 shares of Common
Stock and additional shares of Common Stock issuable upon the exercise of 16,609,229 Series A Preferred Shares and 1,458,434 Series
C Warrants.

WMP has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 2,310,782 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,310,782 Shares.

As of the date hereof, WCP may be deemed to
be the beneficial owner of 1,238,878 Shares, constituting 3.71% of the Shares of the Issuer, based on 32,679,286 shares of Common
Stock issued and outstanding as of the Expiration Time as reported in the 2017 RSA, which is comprised of 510,491 shares of Common
Stock and additional shares of Common Stock issuable upon the exercise of 5,590,934 Series A Preferred Shares and 491,070 Series
C Warrants.

WCP has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 1,238,878 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,238,878 Shares.

(c) The transactions in the Common Stock by
the Reporting Persons in the past 60 days are set forth in Exhibit D.

(d) Certain Shares are beneficially owned by
private investment funds that are managed by WA and/or for which WB GP serves as the general partner. None of these investment
funds individually own more than 5% of the outstanding shares, except for WMP.

(e) As
of the Settlement Date (defined below), WCP no longer owns more than 5% of the total outstanding shares of Common Stock.
Consequently, WCP is no longer considered a Reporting Person for purposes of this Schedule 13D.

Item 6 is hereby
amended and supplemented as follows:

Per
the Schedule 14C filed by the Issuer on January 30, 2018, the Issuer announced that on January 29, 2018, the Issuer completed its
previously announced exchange offer (the “2018 Exchange Offer”) and consent solicitation related to the Exchange Offer
Notes.

Expiration
of 2018 Exchange Offer and Consent Solicitation

The Issuer
announced that at 5:00 p.m., New York City time, on January 24, 2018 (the “Expiration Time”), of its previously announced
(A) offer to eligible holders of record of Exchange Offer Notes to exchange any and all Exchange Offer Notes, plus accrued and
unpaid interest from and including January 15, 2018 thereon, for up to (1) 1,883,964 newly issued shares (the “New Common
Shares”) of the Issuer’s Common Stock, (2) 35,000 newly issued shares (the “Series A Preferred Shares”) of the Issuer’s
Series A perpetual convertible preferred stock, (3) 945,000 newly issued shares (the “Series B Preferred Shares” and,
together with the Series A Preferred Shares, the “Preferred Shares”) of the Issuer’s Series B convertible preferred stock
(which is mandatorily convertible into 20,542,196 shares of Common Stock, subject to certain conditions, and (4) 8,169,822 warrants
(the “Series C Warrants”) to purchase 8,169,822 shares of Common Stock, upon the terms and subject to the conditions
set forth in the Issuer’s Exchange Offer Memorandum and Consent Solicitation Statement dated December 22, 2017 (together with the
related letter of transmittal, the “2017 Memorandum”) and (B) consent solicitation (the “Consent Solicitation”)
related to the adoption of proposed amendments to each of the indenture governing the New Notes and the indenture governing the
Existing Notes, in each case, together with the related security and collateral agreements relating to the Exchange Offer Notes
(collectively, the “Proposed Amendments”), each as described in the 2017 Memorandum. The Proposed Amendments will not
be operative until the 2018 Exchange Offer is consummated according to its terms. Any outstanding Exchange Offer Notes are subject
to the terms of the agreements implementing the applicable Proposed Amendments. The complete terms and conditions of the 2018 Exchange
Offer and Consent Solicitation are set forth in the 2017 Memorandum.

As of the Expiration
Time, according to communication between the Issuer and Epiq Corporate Restructuring, the exchange agent for the 2018 Exchange
Offer and the Consent Solicitation, the aggregate principal amount of the New Notes tendered at or prior to the Expiration Time
was $78,037,389, or approximately 91.8% of the $84,989,643 of outstanding New Notes; and, the aggregate principal amount of Existing
Notes tendered at or prior to the Expiration Time was $7,000, or less than 1.0% of the $1,872,000 of outstanding Existing Notes.
The holders of New Notes party to the 2017 RSA have agreed to waive the minimum tender condition, and the Issuer intends to accept
all tendered Exchange Offer Notes for exchange and has paid the Exchange Consideration (defined below) with respect to such Exchange
Offer Notes. In exchange for each $1,000 principal amount of New Notes plus accrued and unpaid interest from and including January
15, 2018 thereon or $1,000 principal amount of Existing Notes plus accrued and unpaid interest from and including January 15, 2018
thereon that are tendered by Existing Noteholders and New Noteholders (together, “Holders”) at or before the Expiration
Time and accepted for exchange by the Issuer, Holders, including WMP, WCP and certain other WA Private Funds will receive the Exchange
Consideration, which consists of (i) 21.8457 New Common Shares, (ii) 0.4058 Series A Preferred Shares, (iii) 10.9578 Series B Preferred
Shares, and (iv) 94.7339 Series C Warrants.

The
summary of the Expiration of 2018 Exchange Offer and Consent Solicitation set forth above does not purport to be complete and is
qualified in its entirety by reference to the Issuer’s Press Release as of January 25, 2018, a copy of which is being filed as
Exhibit V hereto and is incorporated herein by reference.

Series
A Preferred Shares

On January
29, 2018 (the “Settlement Date”), the Issuer issued 31,669 shares of the
Issuer’s Series A Preferred Shares in connection with the consummation of the 2018 Exchange Offer in a private placement
exempt from registration under the Securities Act.

Pursuant to
the Certificate of Designations of 8.0% Cumulative Perpetual Series A Preferred Stock, each Series A Preferred Share gives the
holder thereof the right to convert Series A Preferred Shares into shares of Common Stock at any time after the third anniversary
of the Settlement Date, subject to certain exceptions, including receipt of shareholder approval and a limitation on the ability
of certain holders to convert Series A Preferred Shares if it would cause such holder to beneficially own in excess of 9.99% of
the outstanding Common Stock. The Series A Preferred Shares have an initial conversion rate (the “Series A Conversion Rate”)
of 3,271.4653 shares of Common Stock per Series A Preferred Share, subject to customary anti-dilution adjustments. Based on the
initial Series A Conversion Rate, approximately 103,702,178 shares of Common Stock would be issuable upon conversion of all of
the outstanding Series A Preferred Shares.

The annual dividend
on each Series A Preferred Share is 8.0% and is payable quarterly, in arrears, on each January 1, April 1, July 1 and October 1
of each year, commencing on April 1, 2018. No dividends will accrue or accumulate prior to January 29, 2018. If the Issuer’s free
cash flow for the twelve-month period ending on the fifteenth day prior to each dividend period is $15 million or less, then the
Issuer will pay dividends on the Series A Preferred Shares by increasing the amount of Series A Preferred Shares held in book entry
form or, in the case of certificated Series A Preferred Shares, issuing new certificated Series A Preferred Shares, in each case,
in an amount equal to such dividend. Except as provided in the previous sentence, the Issuer will pay dividends in cash.

Except as required
by law or the Issuer’s Third Amended and Restated Certificate of Incorporation, as amended, holders of the Series A Preferred Shares
will have no voting rights, except for the right to consent to the Issuer’s creation, authorization or issuance of any class or
series of stock senior to the Series A Preferred Shares (or any security convertible into stock senior to the Series A Preferred
Shares) or stock on parity with the Series A Preferred Shares (or any security convertible into stock on parity with the Series
A Preferred Shares), and amendments to the Issuer’s constituent documents that would adversely affect the rights, preferences,
privileges or voting rights of the holders of the Series A Preferred Shares.

Upon a change
of control and subject to certain exceptions, the Issuer may cause all outstanding Series A Preferred Shares to be converted into
Common Stock at the then-prevailing Series A Conversion Rate, subject to certain exceptions, including receipt of shareholder approval,
and limitations, including a limitation on the ability of the Issuer to convert a Series A Preferred Share if it would cause a
holder thereof to beneficially own in excess of 9.99% of the outstanding Common Stock.

At any time
following the Settlement Date, the Issuer may redeem each Series A Preferred Share at a price equal to $1,000 per Series A Preferred
Share, subject to certain adjustments, plus accumulated and unpaid dividends on such share to, but excluding the redemption date.

The
summary of the Issuer’s Certificate of Designations of 8.0% Cumulative Perpetual Series A Preferred Stock set
forth above does not purport to be complete and is qualified in its entirety by reference to the Issuer’s Certificate of
Designations for the Series A Preferred Shares, dated as of January 29, 2018, a copy of which
is being filed as Exhibit W hereto and is incorporated herein by reference.

Series
B Preferred Shares

On the Settlement
Date, the Issuer issued 855,195 shares of the Issuer’s Series B Preferred Shares in
connection with the consummation of the 2018 Exchange Offer in a private placement exempt from registration under the Securities
Act.

Pursuant to
the Certificate of Designations of Mandatorily Convertible Series B Preferred Stock, each Series B Preferred Share is mandatorily
convertible by the Issuer at any time after the third anniversary of the Settlement Date, subject to certain exceptions, including
receipt of shareholder approval. The Series B Preferred Shares have an initial conversion rate (the “Series B Conversion Rate”)
of 21.7378 shares of Common Stock per Series B Preferred Share, subject to customary anti-dilution adjustments. Holders of Series
B Preferred Shares have the right to elect to receive Series C Warrants in lieu of shares of Common Stock upon the mandatory conversion
of the Series B Preferred Shares to the extent such conversion would cause such holder to hold 10% or more of the Issuer’s Common
Stock. Based on the initial Series B Conversion Rate, approximately 18,590,057 shares of Common Stock would be issuable upon conversion
of all of the outstanding Series B Preferred Shares.

Except as required
by law or the Issuer’s Third Amended and Restated Certificate of Incorporation, as amended, holders of the Series B Preferred Shares
will have no voting rights, except for the right to consent to the Issuer’s creation, authorization or issuance of any class or
series of stock senior to the Series B Preferred Shares, other than the Series A Preferred Shares, (or any security convertible
into stock senior to the Series B Preferred Shares, other than the Series A Preferred Shares) or stock on parity with the Series
B Preferred Shares (or any security convertible into stock on parity with the Series B Preferred Shares), and amendments to the
Issuer’s constituent documents that would adversely affect the rights, preferences, privileges or voting rights of the holders
of the Series B Preferred Shares.

If the Issuer
declares a dividend or distribution of any cash or other assets or property to all holders of Common Stock while any Series B Preferred
Shares are outstanding, subject to certain exceptions, the Holders shall be entitled to receive, upon the conversion of the Series
B Preferred Shares into shares of Common Stock, the cash or other assets or property to which they would have been entitled had
the Series B Preferred Shares been converted on the record date for such dividend or distribution.

The
summary of the Issuer’s Certificate of Designations of Mandatorily Convertible Series B Preferred Stock set
forth above does not purport to be complete and is qualified in its entirety by reference to the Issuer’s Certificate of
Designations for the Series B Preferred Shares, dated as of January 29, 2018, a copy of which
is being filed as Exhibit X hereto and is incorporated herein by reference.

Series
C Warrants

On the Settlement
Date, the Issuer issued 8,286,061 Series C Warrants in connection with the consummation of the 2018 Exchange Offer in a private
placement exempt from registration under the Securities Act.

Pursuant to the Warrant
Agreement, dated as of January 29, 2018 between the Issuer and Continental Stock Transfer & Trust Company, as Warrant Agent
(the “Warrant Agreement”), each Series C Warrant gives the holder thereof the right to purchase one share of Common Stock,
subject to certain exceptions, including receipt of shareholder approval and a limitation on the ability of certain holders to
exercise a Series C Warrant if it would cause such holder to beneficially own in excess of 9.99% of the outstanding Common Stock.
The Series C Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions.
Upon a change of control or redemption of all of the outstanding Series A Preferred Shares by the Isssuer, the Issuer may cause
each Series C Warrant to be exercised, subject to certain exceptions (including receipt of shareholder approval), and limitations
(including a limitation on the ability of the Issuer to cause each Series C Warrant to be exercised if it would cause the holder
thereof to beneficially own in excess of 9.99% of the outstanding Common Stock).

Each beneficial
owner of a Series C Warrant shall be entitled to any dividend, whether payable in cash, in kind or other property, that would be
distributed to such beneficial owner if such beneficial owner’s Series C Warrants had been converted in full into shares of Common
Stock immediately prior to the close of business on the record date for the determination of the stockholders entitled to receive
such dividend.

The 812,321
newly issued shares (the “New Common Shares”) of Common Stock, Series A Preferred Shares, Series B Preferred Shares
and Series C Warrants collectively represent 92.76% of the currently outstanding shares (approximately 131,292,475 shares) of Common
Stock, on a fully diluted basis as of the Settlement Date.

The
summary of the Warrant Agreement set forth above does not purport to be complete and is qualified in its entirety by reference
to the Warrant Agreement, dated as of January 29, 2018, a copy of which is being filed as Exhibit Y hereto and is incorporated
herein by reference.

Exhibit A: Joint Filing Agreement

Exhibit B: Executive Officers and Board of
Managers of Whitebox Advisors LLC

Exhibit C: Board Members of Whitebox General
Partner LLC

Exhibit D: Schedule of Transactions in the
Common Stock by the Reporting Persons

Exhibit O: Joint Filing Agreement

Exhibit U: Schedule 14C dated as of January
30, 2018 (incorporated herein by reference to the Schedule 14C filed by the Issuer on January 30, 2018)

Exhibit V: Press Release dated as of January
25, 2018 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on January 25,
2018)

Exhibit W: Certificate of Designations of 8.0% Cumulative Perpetual
Series A Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Issuer
on February 1, 2018)

Exhibit X: Certificate of Designations of Mandatorily Convertible
Series B Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Issuer
on February 1, 2018)

Exhibit Y: Warrant Agreement, dated as of January 29, 2018 between
the Issuer and Continental Stock Transfer & Trust Company, as Warrant Agent (incorporated herein by reference to Exhibit 10.2
to the Current Report on Form 8-K filed by the Issuer on February 1, 2018).

Whitebox Advisors LLC

By: /s/ Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox General Partner LLC

By: /s/ Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Multi-Strategy Partners, LP

By: Whitebox General Partner LLC

By: /s/ Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Credit Partners, LP

By: Whitebox General Partner LLC

By: /s/ Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Advisors LLC

By: /s/ Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox General Partner LLC

By: /s/ Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Multi-Strategy Partners, LP

By: Whitebox General Partner LLC

By: /s/ Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

Whitebox Credit Partners, LP

By: Whitebox General Partner LLC

By: /s/ Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Founding Partner and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Executive Officer and Board member

Whitebox Advisors LLC

280 Park Ave

Suite 2803

New York, NY 10017

Chief Operating Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Legal Officer

Whitebox Advisors LLC

280 Park Ave

Suite 2803

New York, NY 10017

Chief Compliance Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Risk Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Communications Officer and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Financial Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Technology Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Special Situations and Restructuring and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Structured Credit and Board member

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Executive Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Communications Officer

Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Special Situations and Restructuring

Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Structured Credit

Whitebox Advisors LLC

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