0000905718-18-000316.txt : 20180314
0000905718-18-000316.hdr.sgml : 20180314
20180314175842
ACCESSION NUMBER: 0000905718-18-000316
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180308
FILED AS OF DATE: 20180314
DATE AS OF CHANGE: 20180314
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: 18690514
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: 18690512
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: 18690511
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: 18690513
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: 18690509
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: 18690508
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: 18690505
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: 18690506
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: 18690510
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: 18690507
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_saexfm4mar818.xml
OWNERSHIP DOCUMENT
X0306
4
2018-03-08
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 B convertible preferred stock
0
2018-03-08
4
C
0
217823
0
D
Common Stock
0
I
See footnotes
Series D Warrants
.0001
2018-03-08
4
C
0
4734992
0
A
Common Stock
4734991
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 B convertible preferred stock ("Series B Stock"), or Series D Warrants to purchase shares of Common Stock ("Series D 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 was the direct owner of 149,045 shares of Series B Stock which converted into 3,239,910 Series D Warrants; (ii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which was the direct owner of 7,181 shares of Series B Stock which converted into 156,099 Series D Warrants; (iii) BlueMountain Kicking Horse Fund L.P. ("BMKH"), which was the direct owner of 5,468 shares of Series B Stock which converted into 118,862 Series D Warrants (iv) BlueMountain Summit Trading L.P. ("BMST" and, together with BMCA, BMGP and BMKH, the "Partnerships"), which was the direct owner of 14,260 shares of Series B Stock which converted into 309,981 Series D Warrants (v) BlueMountain Timberline Ltd. ("BMT"), which was the direct owner of 8,630 shares of Series B Stock which converted into 187,597 Series D Warrants; and
(vi) BlueMountain Montenvers Fund SCA SICAV-SIF ("BMM" and, together with the Partnerships and BMT, the "Funds"), which was the direct owner of 33,239 shares of Series B Stock which converted into 722,543 Series D 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.
On March 8, 2018, the Reporting Person received the Series D Warrants to purchase shares of Common Stock in connection with a mandatory conversion of the Series B Preferred Stock. As a result of the mandatory conversion, the Issuer converted all of Reporting Person's outstanding shares of the Series B Preferred Stock into Series D Warrants.
Each Series D 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 D Warrants are also exercisable at the option of the Issuer in connection with a full redemption of the Series A Preferred Stock or upon a change of control of the Issuer. At all times a holder of Series D 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 D 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.
BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer
2018-03-14
Blue Mountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director
2018-03-14
BlueMountain Capital Management, LLC, By: BlueMountain CA Master Fund GP, Ltd., By: /s/ Eric M. Albert, Chief Compliance Officer
2018-03-14
Blue Mountain Credit Alternatives Master Fund L.P., By: BlueMountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director
2018-03-14
BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer
2018-03-14
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
2018-03-14
BlueMountain Kicking Horse Fund GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer
2018-03-14
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
2018-03-14
BlueMountain Summit Trading L.P., By: BlueMountain Summit Opportunities GP II, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric Albert, Chief Compliance Officer
2018-03-14
BlueMountain Summit Opportunities GP II, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric Albert, Chief Compliance Officer
2018-03-14