| |
We are pleased to announce that on December 4, 2006, we issued 470,588 shares of the Series “A” Preferred Stock, $0.01 par value per share (the “Shares”) of Global Geophysical Services, Inc. (“Global”) to Kelso Investment Associates VI, L.P. (“KIA”) and KEP VI, LLC, (“KEP”), each an affiliate of Kelso & Company (KEP and KIA being collectively referred to as “Kelso”) at a price of at $106.25 per Share, pursuant to a Subscription Agreement dated November 22, 2006 (the “Subscription”). Also on November 22, Global launched an Offer to Purchase for Cash (the “Offer”) at a price of $106.25 per share for up to 600,000 Shares of Series “A” Preferred Stock from existing shareholders. The Offer expires on December 22, 2006. After the expiration of the Offer, Global will make a similar offer expiring on January 30, 2007 (the “Second Offer”) to purchase the excess of (i) 847,058 over (ii) the number of Shares purchased in the Offer, also at $106.25 per Share.
The Subscription agreement provides for Global to pay for the shares tendered in the Offer and the Second Offer from proceeds of the immediate sale to Kelso of a number of newly-issued Shares equal to the number of Shares tendered to Global, at $106.25 per Share. Immediately after the expiration of the Second Offer, Global intends to use $10 million of the proceeds from the Subscription in order to purchase shares of Global’s Series A and B Common Stock at a price of $106.25 per share from Global’s current employee-shareholders and certain other persons.
We are also pleased to welcome Mr. George E. Matelich, a Managing Director of Kelso & Company, to Global’s Board of Directors and the Compensation Committee of Global’s board. Mr. Matelich is 50 years old. He joined Kelso in 1985, after two years with the Mergers and Acquisitions and Corporate Finance Departments at Lehman Brothers Kuhn Loeb, where his responsibilities included the analysis, evaluation and financing of leveraged buyouts and the refinancing of more mature buyout companies. He spent two years as a Consultant with Ernst & Whinney. He is a Certified Public Accountant and holds a Certificate in Management Accounting. Mr. Matelich received a B.A. in Business Administration, summa cum laude, from the University of Puget Sound and an M.B.A. (Finance and Business Policy) from the Stanford Graduate School of Business. He is a director of Coffeyville Resources, LLC and Waste Services, Inc. He is also a Trustee of the University of Puget Sound.
We believe that the involvement of Kelso and its principals including Mr. Matelich will significantly enhance Global’s capabilities in the financial arena and its visibility in the capital markets. Kelso & Company, one of the oldest and most established firms specializing in private equity investing, has been involved in leveraged acquisitions both as principal and as financial advisor since 1971. Since 1980, Kelso has invested in more than 80 companies with total capitalization of more than $22 billion. Kelso has substantial equity capital and long-standing relationships with numerous financing sources, and it has demonstrated the ability to initiate, structure, and finance successful investments in companies in a variety of industries and through different economic and interest rate environments. |