Saexploration Holdings Inc. (NASDAQ:SAEX): Andy Redleaf’s Whitebox Advisors filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Whitebox Advisors | 0 | 2,609,039 | 0 | 2,609,039 | 2,609,039 | 25.49% |
Whitebox General Partner | 0 | 2,609,039 | 0 | 2,609,039 | 2,609,039 | 25.49% |
Whitebox Multi-Strategy Partners | 0 | 1,582,395 | 0 | 1,582,395 | 1,582,395 | 15.46% |
Whitebox Credit Partners | 0 | 510,491 | 0 | 510,491 | 510,491 | 4.99% |
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Page 1 of 12 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
SAExploration Holdings, Inc. |
(Name of Issuer) |
Common Stock, $0.0001 par value |
(Title of Class of Securities) |
78636X204 |
(CUSIP Number) |
Mark Strefling Whitebox Advisors LLC 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 (612) 253-6001 |
(Name, Address and Telephone Number of Person Notices and Communications) |
January 29, 2018 |
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. |
* The remainder of this cover page shall be filled out for a reporting person’s 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. |
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Page 2 of 12 – SEC Filing
CUSIP No. | 78636X204 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
Whitebox Advisors LLC |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
(b) [X] |
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
AF |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [X] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
2,609,039* |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | |
2,609,039* |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
2,609,039* |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
25.49%* |
14. | TYPE OF REPORTING PERSON | |
IA |
* The percent of class is calculated
based on 10,236,855 shares of Common Stock issued and outstanding as of January 29, 2018 based on information from the Issuer and
other publicly available information.
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Page 3 of 12 – SEC Filing
CUSIP No. | 78636X204 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
Whitebox General Partner LLC |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
(b) [X] |
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
AF |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
2,609,039* |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | |
2,609,039* |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
2,609,039* |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
25.49%* |
14. | TYPE OF REPORTING PERSON | |
OO |
* The percent of class is calculated
based on 10,236,855 shares of Common Stock issued and outstanding as of January 29, 2018 based on information from the Issuer and
other publicly available information.
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Page 4 of 12 – SEC Filing
CUSIP No. | 78636X204 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
Whitebox Multi-Strategy Partners, LP |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
(b) [X] |
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
WC |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
1,582,395* |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | |
1,582,395* |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
1,582,395* |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
15.46%* |
14. | TYPE OF REPORTING PERSON | |
PN |
* The percent of class is calculated
based on 10,236,855 shares of Common Stock issued and outstanding as of January 29, 2018 based on information from the Issuer and
other publicly available information.
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Page 5 of 12 – SEC Filing
CUSIP No. | 78636X204 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
Whitebox Credit Partners, LP |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
(b) [X] |
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
WC |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
510,491* |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | |
510,491* |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
510,491* |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
4.99%* |
14. | TYPE OF REPORTING PERSON | |
PN |
* The percent of class is calculated
based on 10,236,855 shares of Common Stock issued and outstanding as of January 29, 2018 based on information from the Issuer and
other publicly available information.
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Page 6 of 12 – SEC Filing
CUSIP No. | 78636X204 |
Item 1. | Security and Issuer. |
The name of the issuer is SAExploration Holdings, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079, United States of America. This Schedule 13D relates to the Issuer’s common stock, $0.0001 par value (the “Shares”). | ||
Item 2. | Identity and Background. |
(a), (f) | This Schedule 13D is being filed jointly by (i) Whitebox Advisors LLC, a Delaware limited liability company (“WA”), (ii) Whitebox General Partner LLC (“WB GP”), (iii) Whitebox Multi-Strategy Partners, LP, a British Virgin Islands limited partnership (“WMP”), (iv) Whitebox Credit Partners, LP, a British Virgin Islands limited partnership (“WCP”), and (v) the Executive Officers and Board of Managers of WA and the members of the Board of WB GP, the names and citizenship of which are set forth in Exhibit B and Exhibit C, respectively (collectively, the “Reporting Persons”). | ||
(b) | The principal business address for each of The principal business address of WMP is c/o The principal business address of WCP is c/o The principal business addresses of the Executive | ||
(c) | WA manages and advises private investment funds, including WMP and WCP (the “WA Private Funds”). WB GP serves as general partner of private investment funds, including WMP and WCP. The principal business of WMP and WCP is investments. The principal businesses 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. | ||
(d) | None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | ||
(e) | Except as set forth below in this Item 2(e) In April 2014, WA received a confidential information In July 2014, WA voluntarily submitted to an |
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Page 7 of 12 – SEC Filing
Item 3. | Source and Amount of Funds or Other Consideration. | |
No material changes from the Schedule 13D filed by the Reporting Persons on August 8, 2016.
|
Item 4. | Purpose of Transaction. | ||
No material changes from the Schedule 13D filed by the Reporting Persons on February 2, 2018.
| |||
Item 5. | Interest in Securities of the Issuer. | ||
(a, b) | Item 5 is hereby amended and restated in its As of the date hereof, WA may be deemed to WA has the sole power to vote or direct the As of the date hereof, WB GP may be deemed WB GP has the sole power to vote or direct As of the date hereof, WMP may be deemed to WMP has the sole power to vote or direct the |
As of the date hereof, WCP may be deemed WCP has the sole power to vote or direct the The Reporting Persons do not have, and have (c) No transactions in the class of securities (d) Certain Shares are beneficially owned by (e) As
|
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Page 8 of 12 – SEC Filing
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. | |
No material changes from the Schedule 13D filed by the Reporting Persons on February 2, 2018.
| ||
Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Joint Filing Agreement Exhibit B: Executive Officers and Board of Managers of Whitebox Exhibit C: Board Members of Whitebox General Partner LLC |
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Page 9 of 12 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 6, 2018 | |||
(Date) | |||
Whitebox Advisors LLC By: /s/ Elissa Weddle Whitebox Advisors LLC Chief Legal Officer Whitebox General Partner LLC By: /s/ Elissa Weddle Whitebox Advisors LLC Chief Legal Officer Whitebox Multi-Strategy Partners, LP By: Whitebox By: /s/ Elissa Weddle Whitebox Advisors LLC Chief Legal Officer Whitebox Credit Partners, LP By: Whitebox By: /s/ Elissa Weddle Whitebox Advisors LLC Chief Legal Officer |
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
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Page 10 of 12 – SEC Filing
Exhibit A
AGREEMENT
The undersigned agree
that this Schedule 13D amendment No. 5, dated February 6, 2018, relating to the Common Stock, $0.0001 par value of SAExploration
Holdings, Inc. shall be filed on behalf of the undersigned.
February 6, 2018 | |||
(Date) |
Whitebox Advisors LLC By: /s/ Elissa Weddle Whitebox Advisors LLC Chief Legal Officer Whitebox General Partner LLC By: /s/ Elissa Weddle Whitebox Advisors LLC Chief Legal Officer Whitebox Multi-Strategy Partners, LP By: Whitebox By: /s/ Elissa Weddle Whitebox Advisors LLC Chief Legal Officer Whitebox Credit Partners, LP By: Whitebox By: /s/ Elissa Weddle Whitebox Advisors LLC Chief Legal Officer |
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Page 11 of 12 – SEC Filing
Exhibit B
EXECUTIVE OFFICERS AND BOARD OF WHITEBOX
ADVISORS LLC
The name, business address, present principal
employment and citizenship of each executive officer and board member of Whitebox Advisors LLC is set forth below.
Name | Business Address | Present Principal Employment | Citizenship | |||
Andrew Redleaf | 3033 Excelsior Suite 300 Minneapolis, MN
| Founding Partner Whitebox Advisors | USA | |||
Robert Vogel | 3033 Excelsior Suite 300 Minneapolis, MN | Co-Chief Investment Whitebox Advisors
| USA | |||
Mark Strefling | 3033 Excelsior Suite 300 Minneapolis, MN
| Chief Executive Whitebox Advisors | USA | |||
Michael McCormick | 280 Park Ave Suite 43W New York, NY 10017
| Chief Operating Whitebox Advisors | USA | |||
Elissa Weddle | 3033 Excelsior Suite 300 Minneapolis, MN
| Chief Legal Officer Whitebox Advisors | USA | |||
Chris Hardy | 280 Park Ave Suite 43W New York, NY 10017
| Chief Compliance Whitebox Advisors | USA | |||
Brian Lofton | 3033 Excelsior Suite 300 Minneapolis, MN
| Chief Risk Officer Whitebox Advisors | USA | |||
Paul Twitchell | 3033 Excelsior Suite 300 Minneapolis, MN
| Co-Chief Investment Whitebox Advisors
| USA | |||
Richard Vigilante | 3033 Excelsior Suite 300 Minneapolis, MN | Chief Communications Whitebox Advisors | USA |
Robert Riepe | 3033 Excelsior Suite 300 Minneapolis, MN
| Chief Financial Whitebox Advisors | USA | |||
Kerry Manaster | 3033 Excelsior Suite 300 Minneapolis, MN
| Chief Technology Whitebox Advisors | USA | |||
Jake Mercer | 3033 Excelsior Minneapolis, MN
| Head of Special Whitebox Advisors | USA | |||
Paul Roos | 3033 Excelsior Minneapolis, MN | Head of Structured Whitebox Advisors | USA |
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Page 12 of 12 – SEC Filing
Exhibit C
BOARD OF WHITEBOX GENERAL PARTNER LLC
The name, business address, present principal
employment and citizenship of each board member of Whitebox General Partner LLC is set forth below.
Name | Business Address | Present Principal Employment | Citizenship | |||
Andrew Redleaf | 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 | Founding Partner Whitebox Advisors LLC | USA | |||
Robert Vogel | 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 | Co-Chief Investment Officer Whitebox Advisors LLC | USA | |||
Mark Strefling | 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 | Chief Executive Officer Whitebox Advisors LLC | USA | |||
Paul Twitchell | 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 | Co-Chief Investment Officer Whitebox Advisors LLC | USA | |||
Richard Vigilante | 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 | Chief Communications Officer Whitebox Advisors LLC | USA | |||
Jake Mercer | 3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416 | Head of Special Situations and Restructuring Whitebox Advisors LLC | USA | |||
Paul Roos | 3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416 | Head of Structured Credit Whitebox Advisors LLC | USA |