0000905718-18-000107.txt : 20180202 0000905718-18-000107.hdr.sgml : 20180202 20180202182525 ACCESSION NUMBER: 0000905718-18-000107 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180129 FILED AS OF DATE: 20180202 DATE AS OF CHANGE: 20180202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Capital Management, LLC CENTRAL INDEX KEY: 0001427430 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18572285 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Mountain CA Master Fund GP, Ltd. CENTRAL INDEX KEY: 0001540861 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18572283 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: C/O BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC STREET 2: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Mountain Credit Alternatives Master Fund L.P. CENTRAL INDEX KEY: 0001540860 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18572282 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: C/O BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC STREET 2: 280 PARK AVENUE, 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain GP Holdings, LLC CENTRAL INDEX KEY: 0001540859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18572284 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Long/Short Credit GP, LLC CENTRAL INDEX KEY: 0001541088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18572290 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Kicking Horse Fund GP, LLC CENTRAL INDEX KEY: 0001557778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18572289 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUEMOUNTAIN SUMMIT TRADING L.P. CENTRAL INDEX KEY: 0001646455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18572286 BUSINESS ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC CENTRAL INDEX KEY: 0001646286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18572287 BUSINESS ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Guadalupe Peak Fund L.P. CENTRAL INDEX KEY: 0001598919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18572281 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129053900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Kicking Horse Fund L.P. CENTRAL INDEX KEY: 0001557943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 18572288 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3990 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAExploration Holdings, Inc. CENTRAL INDEX KEY: 0001514732 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 274867100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1160 DAIRY ASHFORD RD. STREET 2: SUITE 160 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-258-4400 MAIL ADDRESS: STREET 1: 1160 DAIRY ASHFORD RD. STREET 2: SUITE 160 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: Trio Merger Corp. DATE OF NAME CHANGE: 20110307 4 1 bluemtncap_saexfm4jan292018.xml OWNERSHIP DOCUMENT X0306 4 2018-01-29 0 0001514732 SAExploration Holdings, Inc. SAEX 0001427430 BlueMountain Capital Management, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540859 BlueMountain GP Holdings, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540861 Blue Mountain CA Master Fund GP, Ltd. 280 PARK AVENUE 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540860 Blue Mountain Credit Alternatives Master Fund L.P. 280 PARK AVENUE 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001598919 BlueMountain Guadalupe Peak Fund L.P. 280 PARK AVENUE 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001541088 BlueMountain Long/Short Credit GP, LLC 280 PARK AVENUE 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001557778 BlueMountain Kicking Horse Fund GP, LLC 280 PARK AVENUE 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001557943 BlueMountain Kicking Horse Fund L.P. 280 PARK AVENUE 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001646286 BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC 280 PARK AVENUE 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001646455 BLUEMOUNTAIN SUMMIT TRADING L.P. 280 PARK AVENUE 12TH FLOOR NEW YORK NY 10017 0 0 1 0 Series A perpetual convertible preferred stock 0 2018-01-29 4 P 0 8067 A Common Stock 8067 I See footnotes Series B convertible preferred stock 0 2018-01-29 4 P 0 217823 A Common Stock 217823 I See footnotes Series C Warrants .0001 2018-01-29 4 P 0 2317413 A Common Stock 2317413 I See footnotes The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in Footnote 5) or the General Partners (as defined in Footnote 5) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.0001 per share (the "Common Stock"), Series A perpetual convertible preferred stock ("Series A Stock"), Series B convertible preferred stock ("Series B Stock"), or Series C Warrants to purchase shares of Common Stock ("Series C Warrants") of SAExploration Holdings, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest in such securities. BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct owner of 5,520 shares of Series A Stock, 149,045 shares of Series B Stock and 1,585,686 Series C Warrants; (ii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct owner of 266 shares of Series A Stock, 7,181 shares of Series B Stock and 76,393 Series C Warrants; (iii) BlueMountain Kicking Horse Fund L.P. ("BMKH"), which is the direct owner of 202 shares of Series A Stock, 5,468 shares of Series B Stock and 58,174 Series C Warrants; (iv) BlueMountain Summit Trading L.P. ("BMST" and, together with BMCA, BMGP and BMKH, the "Partnerships"), which is the direct owner of 528 shares of Series A Stock, 14,260 shares of Series B Stock and 151,711 Series C Warrants; (v) BlueMountain Timberline Ltd. ("BMT"), which is the direct owner of 320 shares of Series A Stock, 8,630 shares of Series B Stock and 91,815 Series C Warrants; and (vi) BlueMountain Montenvers Fund SCA SICAV-SIF ("BMM" and, together with the Partnerships and BMT, the "Funds"), which is the direct owner of 1,231 shares of Series A Stock, 33,239 shares of Series B Stock and 353,634 Series C Warrants. BMCM, although it directs the voting and disposition of the securities held by the Funds, only receives an asset-based fee relating to the securities held by the Funds. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the securities beneficially owned by it; (ii) BlueMountain Summit Opportunities GP II, LLC ("BMST GP") is the general partner of BMST and has an indirect profits interest in the securities beneficially owned by it; (iii) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the securities beneficially owned by it; (iv) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the securities beneficially owned by it; and (v) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP" and, together with BMCA GP, BMST GP, and BMGP GP, the "General Partners") is the general partner of BMKH and has an indirect profits interest in the securities beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the securities beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the securities beneficially owned by BMM. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 4 due to the limitation of ten Reporting Persons per filing. The Series A Stock may be converted into shares of Common Stock with the consent of the holders of at least 66 2/3% of the outstanding shares of Series A Stock, or upon a change of control of the Issuer. Commencing January 29, 2021, the Series A Stock is convertible into shares of Common Stock at the option of the Issuer or at the option of each holder of Series A Stock. The initial conversion rate for the Series A Stock is 3,271.4653 shares of Common Stock per share of Series A Stock, subject to adjustment. At all times a holder of Series A Stock, who is not a beneficial owner of 10% or more of the outstanding Common Stock, may convert the Series A Stock only up to that number of shares of Series A Stock so that, upon conversion, the aggregate beneficial ownership of Common Stock of such holder and all persons affiliated with such holder, is not more than 9.99% of Common Stock then outstanding (other than in connection with a change of control of the Issuer). As of the filing date, Reporting Persons may be deemed to beneficially own more than 10% of the outstanding Common Stock. Following the Issuer's receipt of shareholder approval for the issuance of additional shares of Common Stock, the Series B Stock will automatically convert into shares of Common Stock and/or Series C Warrants, at the holder's option. Each share of Series B Stock is mandatorily convertible into 21.7378 shares of Common Stock and/or Series C Warrants. Each Series C Warrant is immediately exercisable at the option of the holder for one share of Common Stock at a price equal to $0.0001. The Series C Warrants are also exercisable at the option of the Issuer in connection with a full redemption of the Series A Stock or upon a change of control of the Issuer. At all times a holder of Series C Warrants, who is not a beneficial owner of 10% or more of the outstanding Common Stock, may exercise only up to that number of Series C Warrants so that, upon exercise, the aggregate beneficial ownership of Common Stock of such holder and all persons affiliated with such holder, is not more than 9.99% of Common Stock then outstanding (other than in connection with a change of control of the Issuer). As of the filing date, Reporting Persons may be deemed to beneficially own more than 10% of the outstanding Common Stock. In exchange for $18,577,026.00 aggregate principal amount of Second Lien Notes tendered by the Funds, the Issuer issued the Funds an aggregate of 8,067 shares of Series A Stock, 217,823 shares of Series B Stock and 2,317,413 Series C Warrants. BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2018-02-02 Blue Mountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director 2018-02-02 BlueMountain Capital Management, LLC, By: BlueMountain CA Master Fund GP, Ltd., By: /s/ Eric M. Albert, Chief Compliance Officer 2018-02-02 Blue Mountain Credit Alternatives Master Fund L.P., By: BlueMountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director 2018-02-02 BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2018-02-02 BlueMountain Guadalupe Peak Fund L.P., By: BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2018-02-02 BlueMountain Kicking Horse Fund GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2018-02-02 BlueMountain Kicking Horse Fund L.P., By: BlueMountain Kicking Horse Fund GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2018-02-02 BlueMountain Summit Trading L.P., By: BlueMountain Summit Opportunities GP II, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric Albert, Chief Compliance Officer 2018-02-02 BlueMountain Summit Opportunities GP II, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric Albert, Chief Compliance Officer 2018-02-02