Filing Details

Accession Number:
0000919574-18-006109
Form Type:
13D Filing
Publication Date:
2018-09-12 16:41:09
Filed By:
Whitebox Advisors
Company:
Saexploration Holdings Inc. (NASDAQ:SAEX)
Filing Date:
2018-09-12
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Whitebox Advisors 0 39,286,677 0 39,286,677 39,286,677 54.83%
Whitebox General Partner 0 39,286,677 0 39,286,677 39,286,677 54.83%
Whitebox Multi-Strategy Partners 0 23,447,828 0 23,447,828 23,447,828 41.25%
Whitebox Credit Partners 0 7,873,942 0 7,873,942 7,873,942 18.60%
Whitebox Asymmetric Partners 0 5,784,014 0 5,784,014 5,784,014 14.32%
Whitebox Institutional Partners 0 2,180,893 0 2,180,893 2,180,893 5.89%
Filing

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)*

 

 

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 Authorized to Receive

Notices and Communications)

 

 

September 6, 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.

 

 

 

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  
     
  39,286,677*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  39,286,677*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  39,286,677*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  54.83%*  

 

14. TYPE OF REPORTING PERSON  
     
  IA  

 

 * The percent of class is calculated based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018. The number of Common Stock reported herein is comprised of (i) 2,609,039 shares of Common Stock and (ii) 36,677,638 additional shares of Common Stock issuable to WMP, WCP, WAP and WIP (as defined in Item 2) upon the exercise of 2,446,026 Series C Warrants, 4,997,800 Series D Warrants and 29,233,812 Series E Warrants issued in connection with the Series A Preferred Shares Conversion on the Series A Preferred Shares Conversion Date (the “Series E Warrants”).

 

 

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  
     
  39,286,677*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  39,286,677*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  39,286,677*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  54.83%*  

 

14. TYPE OF REPORTING PERSON  
     
  OO  

 

* The percent of class is calculated based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018. The number of Common Stock reported herein is comprised of (i) 2,609,039 shares of Common Stock and (ii) 36,677,638 additional shares of Common Stock issuable to WMP, WCP, WAP and WIP upon the exercise of 2,446,026 Series C Warrants, 4,997,800 Series D Warrants and 29,233,812 Series E Warrants.

 

 

 

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  
     
  23,447,828*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  23,447,828*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  23,447,828*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  41.25%*  

 

14. TYPE OF REPORTING PERSON  
     
  PN  

 

* The percent of class is calculated based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018. The number of Common Stock reported herein is comprised of (i) 1,582,395 shares of Common Stock and (ii) 21,865,433 additional shares of Common Stock issuable to WMP upon the exercise of 1,458,434 Series C Warrants, 2,979,904 Series D Warrants and 17,427,095 Series E Warrants.

 

 

 

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  
     
  7,873,942*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  7,873,942*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  7,873,942*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  18.60%*  

 

14. TYPE OF REPORTING PERSON  
     
  PN  

 

* The percent of class is calculated based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018. The number of Common Stock reported herein is comprised of (i) 510,491 shares of Common Stock and (ii) 7,363,451 additional shares of Common Stock issuable to WCP upon the exercise of 491,070 Series C Warrants, 1,003,373 Series D Warrants and 5,869,008 Series E Warrants.

 

 

 

CUSIP No. 78636X204    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Whitebox Asymmetric 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  
     
  Cayman Islands  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  5,784,014*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  5,784,014*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  5,784,014*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  14.32%*  

 

14. TYPE OF REPORTING PERSON  
     
  PN  

 

* The percent of class is calculated based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018. The number of Common Stock reported herein is comprised of (i) 374,851 shares of Common Stock and (ii) 5,409,163 additional shares of Common Stock issuable to WAP upon the exercise of 360,592 Series C Warrants, 736,780 Series D Warrants and 4,311,791 Series E Warrants.

 

 

 

CUSIP No. 78636X204    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Whitebox Institutional 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  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  2,180,893*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  2,180,893*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  2,180,893*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  5.89%*  

 

14. TYPE OF REPORTING PERSON  
     
  PN  

 

 

* The percent of class is calculated based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018. The number of Common Stock reported herein is comprised of (i) 141,302 shares of Common Stock and (ii) 2,039,591 additional shares of Common Stock issuable to WIP upon the exercise of 135,930 Series C Warrants, 277,743 Series D Warrants and 1,625,918 Series E Warrants.

 

 

 

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"), (v) Whitebox Asymmetric Partners, LP, a Cayman Islands exempted limited partnership ("WAP"), (vi) Whitebox Institutional Partners, a Delaware limited partnership ("WIP"), and (vii) 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 WA, WB GP and WIP 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 address of WAP is c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108 Cayman Islands.

 

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.

 
       
  (c) WA manages and advises private investment funds, including WMP, WCP, WAP and WIP (the "WA Private Funds").  WB GP serves as general partner of private investment funds, including WMP, WCP, WAP and WIP.  The principal business of WMP, WCP, WAP and WIP 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) 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 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 August 2, 2018.  
     
     

 

Item 5. Interest in Securities of the Issuer.  

 

  (a, b)

Item 5 is hereby amended and restated in its entirety as follows:

 

As of the date hereof, WA may be deemed to be the beneficial owner of 39,286,677 Shares, constituting 54.83% of the Shares of the Issuer, based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018.

 

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 39,286,677 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 39,286,677 Shares.

 

As of the date hereof, WB GP may be deemed to be the beneficial owner of 39,286,677 Shares, constituting 54.83% of the Shares of the Issuer, based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018.

 

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 39,286,677 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 39,286,677 Shares.

 

As of the date hereof, WMP may be deemed to be the beneficial owner of 23,447,828 Shares, constituting 41.25% of the Shares of the Issuer, based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018.

 

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 23,447,828 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 23,447,828 Shares.

 

 
 

 

 

   

As of the date hereof, WCP may be deemed to be the beneficial owner of 7,873,942 Shares, constituting 18.60% of the Shares of the Issuer, based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018.

 

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 7,873,942 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 7,873,942 Shares.

As of the date hereof, WAP may be deemed to be the beneficial owner of 5,784,014 Shares, constituting 14.32% of the Shares of the Issuer, based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018.

 

WAP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 5,784,014 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 5,784,014 Shares.

As of the date hereof, WIP may be deemed to be the beneficial owner of 2,180,893 Shares, constituting 5.89% of the Shares of the Issuer, based on 34,977,087 shares of Common Stock issued and outstanding as of September 6, 2018 as communicated to the Reporting Persons by the Issuer and pursuant to the Issuer’s 8-K filed on September 11, 2018.

 

WIP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,180,893 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 2,180,893 Shares.

(c)  No transactions in the class of securities reported on have been effected during the past sixty days.

 

(d) All of the Shares are beneficially owned by WMP, WCP, WAP and WIP, which are managed by WA and/or for which WB GP serves as the general partner.

 

(e)       Not applicable.

 
       

 

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 August 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 Advisors LLC

Exhibit C: Board Members of Whitebox General Partner LLC

Exhibit AC: Issuer's Schedule 8-K filed on September 11, 2018 (incorporated herein by reference to the Schedule 8-K filed by the Issuer on September 11, 2018)

 
     
 

 

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.

 

 

  September 12, 2018
  (Date)

 

  Whitebox Advisors LLC
   
  By: /s/ Mark Strefling
    Mark Strefling
   

Whitebox Advisors LLC

Chief Executive Officer

     
  Whitebox General Partner LLC
     
  By: /s/ Mark Strefling
   

Mark Strefling

Whitebox Advisors LLC

Chief Executive Officer

     
  Whitebox Multi-Strategy Partners, LP
   
  By: Whitebox General Partner LLC
     
  By: /s/ Mark Strefling
   

Mark Strefling

Whitebox Advisors LLC

Chief Executive Officer

     
  Whitebox Credit Partners, LP
     
  By: Whitebox General Partner LLC
     
  By: /s/ Mark Strefling
   

Mark Strefling

Whitebox Advisors LLC

Chief Executive Officer

     
  Whitebox Asymmetric Partners, LP
     
  By: Whitebox General Partner LLC
     
  By: /s/ Mark Strefling
   

Mark Strefling

Whitebox Advisors LLC

Chief Executive Officer

     
  Whitebox Institutional Partners, LP
     
  By: Whitebox General Partner LLC
     
  By: s/ Mark Strefling
   

Mark Strefling

Whitebox Advisors LLC

Chief Executive Officer

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

Exhibit A

 

AGREEMENT

 

 

The undersigned agree that this Schedule 13D amendment No. 9, dated September 12, 2018, relating to the Common Stock, $0.0001 par value of SAExploration Holdings, Inc. shall be filed on behalf of the undersigned.

 

 

  September 12, 2018
  (Date)

 

  Whitebox Advisors LLC
   
  By: /s/ Mark Strefling
    Mark Strefling
   

Whitebox Advisors LLC

Chief Executive Officer

     
  Whitebox General Partner LLC
     
  By: /s/ Mark Strefling
   

Mark Strefling

Whitebox Advisors LLC

Chief Executive Officer

     
  Whitebox Multi-Strategy Partners, LP
   
  By: Whitebox General Partner LLC
     
  By: /s/ Mark Strefling
   

Mark Strefling

Whitebox Advisors LLC

Chief Executive Officer

     
  Whitebox Credit Partners, LP
     
  By: Whitebox General Partner LLC
     
  By: /s/ Mark Strefling
   

Mark Strefling

Whitebox Advisors LLC

Chief Executive Officer

     
  Whitebox Asymmetric Partners, LP
     
  By: Whitebox General Partner LLC
     
  By: /s/ Mark Strefling
   

Mark Strefling

Whitebox Advisors LLC

Chief Executive Officer

     
  Whitebox Institutional Partners, LP
     
  By: Whitebox General Partner LLC
     
  By: s/ Mark Strefling
   

Mark Strefling

Whitebox Advisors LLC

Chief Executive Officer

 

 

 

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 Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Founding Partner and Board member

Whitebox Advisors LLC

  USA
Robert Vogel  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

Co-Chief Investment Officer and Board member

Whitebox Advisors LLC

 

  USA
Mark Strefling  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

Chief Executive Officer and Board member

Whitebox Advisors LLC

  USA
Elissa Weddle  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Chief Legal Officer

Whitebox Advisors LLC

  USA
Chris Hardy  

280 Park Ave

Suite 43W

New York, NY 10017

 

 

Chief Compliance Officer

Whitebox Advisors LLC

  USA
Brian Lofton  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Chief Risk Officer

Whitebox Advisors LLC

  USA
Paul Twitchell  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Co-Chief Investment Officer and Board member

Whitebox Advisors LLC

 

  USA
Richard Vigilante  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

Chief Communications Officer and Board member

Whitebox Advisors LLC

  USA
Robert Riepe  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Chief Financial Officer

Whitebox Advisors LLC

  USA
Kerry Manaster  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Chief Technology Officer

Whitebox Advisors LLC

  USA
Jake Mercer  

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

 

 

Head of Special Situations and Restructuring and Board member

Whitebox Advisors LLC

  USA
Paul Roos  

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

 

Head of Structured Credit and Board member

Whitebox Advisors LLC

  USA

 

 

 

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