EFTA01296945.pdf

NES, LLC
NAME SEARCHED:
PWM BIS-RESEARCH performed due diligence research in accordance with the standards set by AML Compliance for your business. We completed thorough searches
on your subject name(s) in the required databases and have attached the search results under the correct heading below.
Significant negative media results may require escalation to senior business, Legal and Compliance management. Also, all accounts invoMng PEPs must be escalated.
Search: Result: Click here for results: Reviewer Comments (as necessary):
No Hit El Not Required
RDC I. RDC Results No RDC alert (Please cee attached)
■ Hit
PCR No Hit 0 Not Required It. peR ResultS No PCR alert (Please sec attached)
0 Hit
IS Yes 0 No III. Negative Media There was no information found
1313 m Not Required IV. Non-Negative Media Result found(Plcasc sec attached)
V. Other Language Media There was no information found
Result found(Plaisc sec attached)
Results? Yes • No
D&B VI. D&B
• Not Required
Result found(Please see attached)
Smartlinx Results? Yes 0 No
MI No2 t Required VII. Smartlinx
0 Review b g y L egal May There was no information found
court Cases be Required No Results VIII. Con Cases
0 Search not required
Prepared by: Shanu Gujaria Date:06/16/2017
Research Analyst
Instructions:
1. Review and confirm that all results are returned for your client.
2. Please note that you are still required to perform any Martindale-Hubbell search (if applicable) on each search subject. We have attached the web link
below for your eonvenience:Martindale-Hubbellhttp://www.manindale.comhip/Martindak/home.xml
3. As needed, provide comment for any negative results.
4. If applicable, please obtain clearance from Compliance for all alerts.
5. Save any changes you make to this document and attach file to your KYC.
Please note: Submission of a sipped KYC is your confirmation that you have fully reviewed the research documents.
For internal use only
S0NY_GM_00059799
CONFIDENTIAL
CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0022623
EFTA_00170349
EFTA01296945

OFAC RESULTS
RDC:
11602688 Not. Alerted KYC 1790755 Country:UNITED STATES
NES, LLC
Country:VIRGIN ISLANDS,
11602689 Not Alerted KYC 1790755
NE, LLC U.S.
PCR:
C20170637909092 NES, LLC 6201215544 NCA customised Closed - No Hit
16/06/2017
C20170637909091 NES, LLC 6201215544 NCA customised Closed - No Hit
16/06/2017
BIS RESULTS
Negative Media:
There was no information found
Non-Negative Media:
Targeted News Service
April 7, 2017 Friday 6:58 PM EST
MILITARY $128,278 Federal Contract Awarded to NES
BYLINE: Targeted News Service
LENGTH: 82 words
For internal use only
SDNY_GM_00059800
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022624
EFTA_00I 70350
EFTA01296946

Page 2
DATELINE: MONTGOMERY, Ala.
MONTGOMERY, Ala., April 7 -- NES LLC, Albuquerque, New Mexico, won a $128,277.99
federal contract set aside for small business from the Alabama Air National Guard for the
installation of lightning protection systems and surge protection devices at Building 1403 at
the 187th Fighter Wing.
For more information about Targeted News Service contract awards please contact: Myron
Struck, Editor, Direct: 703/866-4708, Cell: 703/304-1897, Myron@targetednews.conn
08A-DayandanteE 17 0407-966210 07M-Vitin
LOAD-DATE: April 7, 2017
LANGUAGE: ENGLISH
PUBLICATION-TYPE: Newswire
Copyright 2017 Targeted News Service LLC
All Rights Reserved
#ivvis
Plus Media Solutions
US Official News
August 2, 2016 Tuesday
FORM 8-K: SAExploration Holdings, Inc FILES Current report
LENGTH: 7616 words
DATELINE: New York
Washington: SAExploration Holdings, Inc, has filed FORM 8-K (Current Report) with
Securities and Exchange Commission on August 01, 2016
Item 1.01.
For internal use only
SDNY_GM_00059801
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0022625
EFTA_OOI 7035 1
EFTA01296947

Page 3
Entry into a Material Definitive Agreement.
As previously announced, on June 13, 2016, SAExploration Holdings, Inc. (the
"Company") entered into a comprehensive restructuring support agreement (the
"Restructuring Support Agreement") with holders (the "Supporting Holders") of
approximately 66.67% of the par value of the Company's 10.000% Senior Secured Notes
due 2019 (the "Existing Notes"), pursuant to which the Supporting Holders and the
Company agreed to enter into and implement a comprehensive restructuring of the
Company's balance sheet (the "Restructuring").
On July 27, 2016, the Company completed its previously announced exchange offer and
consent solicitation (the "Exchange Offer") related to the Company's Existing Notes. In the
Exchange Offer, the Company offered to exchange any and all of the Existing Notes held
by eligible holders for up to (i) $70,000,000 aggregate principal amount of 10.000% Senior
Secured Second Lien Notes due 2019 (the "New Notes") and (ii) 6,497,979 shares of the
Company's common stock (the "New Notes Shares"), upon the terms and subject to the
conditions set forth in the Company's Exchange Offer Memorandum and Consent
Solicitation Statement and related Letter of Transmittal and Consent, each dated June 24,
2016. Concurrently with the Exchange Offer, the Company solicited consents from holders
of the Existing Notes to adopt certain proposed amendments (the "Proposed
Amendments") to the Indenture under which the Existing Notes were issued (the "Existing
Notes Indenture"), the existing intercreditor agreement and related collateral and security
agreements relating to the Existing Notes. As previously announced, following the
irrevocable receipt of the requisite consents, on June 29, 2016, the Company entered into
a first supplemental indenture to the Existing Notes Indenture, an amended and restated
intercreditor agreement dated as of June 29, 2016, by and among Wells Fargo Bank,
National Association, as lender and collateral agent for the Existing Revolving Credit
Facility, Wilmington Savings Fund Society, FSB, as trustee and collateral agent for the
Existing Notes, and Delaware Trust Company, as administrative and collateral agent for
the New Senior Loan Facility, which was joined by the noteholder collateral agent for the
New Notes on July 27, 2016 (the "New Intercreditor Agreement"), and a first amendment
to the security agreement relating to the Existing Notes, among other things. In addition, as
previously announced, on June 29, 2016, (i) the Company, as borrower, and each of the
Company's domestic subsidiaries, as guarantors (the "Guarantors"), entered into a new
senior secured multi-draw term loan facility (the "New Senior Loan Facility") with the
lenders, including the Supporting Holders, from time to time party thereto, and Delaware
Trust Company, as collateral agent and administrative agent (the "New Senior Loan
For internal use only
SDNY_GM_00059802
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-0022626
EFTA_00 170352
EFTA01296948

Page 4
Facility Agent") and (ii) the Company, the Guarantors and Wells Fargo Bank, National
Association, as lender, entered into an amendment to the Credit and Security Agreement,
dated November 6, 2014 (as amended, the "Existing Revolving Credit Facility"). For
additional information on the agreements giving effect to the Proposed Amendments, refer
to the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 1, 2016.
In exchange for $138,128,000 in aggregate principal amount of Existing Notes,
representing approximately 98.7% of the outstanding aggregate principal amount of the
Existing Notes, validly tendered and accepted for exchange in the Exchange Offer, the
Company issued (i) $69,064,000 aggregate principal amount of its New Notes and (ii)
6,410,502 New Notes Shares, after giving effect to the Reverse Stock Split described
below. The Company delivered cash in lieu of any fractional shares. In addition, each
participating holder received accrued and unpaid interest on its tendered Existing Notes
that were accepted for exchange from their last interest payment date to, but not including,
the settlement date, which was paid in the form of additional New Notes, in an aggregate
amount of $7,458,912.
Indenture
The terms of the New Notes are governed by the indenture (the "Indenture"), dated as of
July 27, 2016, among the Company, its domestic subsidiaries party thereto (the
"Guarantors") and Wilmington Savings Fund Society, FSB, as trustee (the 'Trustee") and
noteholder collateral agent (the "Noteholder Collateral Agent").
The New Notes will mature on September 24, 2019, provided that, if any Existing Notes
remain outstanding as of 5:00 p.m. (New York City time) on March 31, 2019, then upon the
affirmative vote of the holders of a majority of then-outstanding principal amount of New
Notes, the maturity date of the New Notes shall become April 14, 2019. Interest is payable
on January 15, April 15, July 15 and October 15 of each year, commencing on October 15,
2016.
The New Notes will bear interest at a rate of 10.000% per annum payable in cash,
accruing from July 27, 2016; provided, however, that for each interest payment date for the
New Notes through, and including the July 15, 2017 interest payment date, the Company
may, at its option, pay interest on any or all such interest payment dates in kind by the
issuance of additional New Notes. Interest paid in-kind will accrue on the New Notes at a
rate per annum of 11.000%, which is the cash interest rate plus 100 basis points. Any
additional New Notes issued as in-kind interest will be fungible with, and will accrue
interest at the same rate as, the New Notes.
1
For internal use only
SDNY_GM_00059803
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0022627
EFTA_OOI 70353
EFTA01296949

Page 5
The New Notes are unconditionally guaranteed, jointly and severally, by all of the
Company's existing and future domestic restricted subsidiaries, except for immaterial
subsidiaries and certain holding companies holding interests in controlled foreign
corporations (the "New Guarantees"). The New Notes and the New Guarantees are
secured on a second priority basis by liens on substantially all of the Company's and the
Guarantors' assets, subject to certain exceptions and permitted liens, securing CO the
obligations under the Existing Revolving Credit Facility on a senior first priority basis, (ii)
the New Senior Loan Facility on a junior first priority basis and (iii) the Existing Notes on a
third priority basis. Further, the New Notes will be:
O
equal in right of payment to all of the Company's and the Guarantors' existing and future
senior indebtedness;
O
structurally subordinated to all existing and future liabilities of any of the Company's
non-guarantor subsidiaries;
For internal use only
SDNY_GM_00059804
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0022628
EFTA_OOI 70354
EFTA01296950

Page 6
O
senior in right of payment to all of the Company's and the Guarantors' future
subordinated indebtedness;
O
effectively senior to the Existing Notes and any of the Company's and the Guarantors'
existing and future unsecured senior indebtedness, to the extent of the value of the
collateral securing such indebtedness;
O
For internal use only
SDNY_GM_00059805
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022629
EFTA_00I 70355
EFTA01296951

Page 7
effectively junior to the Company's and the Guarantors' obligations under the Existing
Revolving Credit Facility and the New Senior Loan Facility, to the extent of the value of the
collateral securing such indebtedness; and
O
effectively junior to any existing and future secured indebtedness secured by assets not
constituting collateral for the New Notes and the New Guarantees to the extent of the
value of the collateral securing such indebtedness.
The Company has the right to redeem up to $35 million of the New Notes at a redemption
price of 100% of the principal amount of the New Notes plus accrued and unpaid interest
out of proceeds received from certain Alaska tax credit certificates that have been
assigned to the Company, provided that the Company has first repaid in full the Existing
Revolving Credit Facility and the New Senior Loan Facility and all commitments
thereunder have been canceled. The Company has no other optional redemption rights.
The New Notes are subject to a make-whole provision requiring that if the New Notes are
accelerated or otherwise become due and payable prior to their stated maturity due to an
event of default, then an applicable premium determined in accordance with the Indenture
will also be immediately due and payable, together with principal of, accrued and unpaid
interest on, the New Notes.
Subject to certain exceptions, upon the occurrence of a Change of Control (as defined in
the Indenture), each holder of New Notes will have the right to require the Company to
purchase that holder's New Notes for a cash price equal to 101% of the principal amounts
to be purchased, plus accrued and unpaid interest to the date of purchase. Upon the
occurrence of an Asset Sale (as defined in the Indenture), each holder of New Notes will
have the right to require the Company to purchase that holders New Notes for a cash
price equal to 100% of the principal amounts to be purchased, plus accrued and unpaid
interest to the date of purchase, prepayment or redemption, from any proceeds from the
For internal use only
SDNY_GM_00059806
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0022630
EFTA_00 I 70356
EFTA01296952

Page 8
Asset Sale in excess of $7.5 million that are not otherwise used by the Company to either
reduce its debt, reinvest in assets or acquire a permitted business.
The Indenture contains various covenants that, subject to certain exceptions, limit the
ability of the Company and its restricted subsidiaries to, among other things: (i) transfer or
sell assets; (ii) pay dividends, redeem subordinated indebtedness or make other restricted
payments; (iii) incur or guarantee additional indebtedness or, with respect to its restricted
subsidiaries, issue preferred stock; (iv) create or incur liens; (v) incur dividend or other
payment restrictions affecting its restricted subsidiaries; (vi) consummate a merger,
consolidation or sale of all or substantially all of its or its subsidiaries' assets; (vii) enter into
transactions with affiliates; (viii) engage in business other than its current business and
reasonably related extensions thereof; and (ix) take or omit to take any actions that would
adversely affect or impair in any material respect the collateral securing the New Notes.
2
The Indenture also contains other customary terms and conditions, including relating to
customary events of default. If an event of default occurs and is continuing, then all
outstanding New Notes either become due and payable immediately without further action
or notice (in the event of a bankruptcy default), or the Trustee or the holders of at least
25% in aggregate principal amount of the outstanding New Notes may declare the
principal of, and any accrued interest on, the New Notes to be due and payable
immediately (in the event of another default).
The summary of the Indenture, the New Notes, the form of which is included in the
Indenture, and the New Guarantees set forth in this Item 1.01 does not purport to be
complete and is qualified in its entirety by reference to the text of the Indenture, a copy of
which is being filed as Exhibit 4.1 hereto and is incorporated herein by reference, and the
Notation of Guarantee, a copy of which is being filed as Exhibit 4.3 hereto and is
incorporated herein by reference.
Additional Indebtedness Joinder and Designation
In connection with the entry into the Indenture and the issuance of the New Notes, the
Trustee and Noteholder Collateral Agent entered into an Additional Indebtedness Joinder
and Designation dated July 27, 2016 (the "Joinder") with the collateral agent for the
Existing Revolving Credit Facility, the collateral agent for the New Senior Loan Facility and
the noteholder collateral agent for the Existing Notes. Pursuant to the Joinder, the
Noteholder Collateral Agent, for and on behalf of the holders of the New Notes, agreed to
become a party to, and to be subject to the terms of, the New Intercreditor Agreement and
the existing parties to the New Intercreditor Agreement agreed that the New Notes and the
For internal use only
SDNY_GM_00059807
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0022631
EFTA_00I 70357
EFTA01296953

Page 9
New Guarantees shall constitute additional debt under the New Intercreditor Agreement
with the relative ranking described above.
The summary of the Joinder set forth in this Item 1.01 does not purport to be complete
and is qualified in its entirety by reference to the text of the Joinder, a copy of which is
being filed as Exhibit 4.4 hereto and is incorporated herein by reference.
Security Agreement
In connection with the issuance of the New Notes and execution of the Indenture, the
Company, the Guarantors and the Noteholder Collateral Agent entered into a Security
Agreement, dated as of July 27, 2016 (the "Security Agreement"), pursuant to which the
Company and the Guarantors pledged substantially all of their assets to secure their
obligations under the New Notes and the Indenture, subject to certain exclusions and
exceptions as set forth in such agreement as well as the New Intercreditor Agreement. The
New Notes and the New Guarantees are not secured by the assets of the Company's
subsidiaries that are not Guarantors.
The summary of the Security Agreement set forth in this Item 1.01 does not purport to be
complete and is qualified in its entirety by reference to the text of the Security Agreement,
a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
Registration Rights Agreement
On July 27, 2016, the Company entered into a registration rights agreement (the
"Registration Rights Agreement") with parties who received newly issued common stock
on July 27, 2016 (the "RRA Holders"). The Registration Rights Agreement requires the
Company to use its commercially reasonable efforts to prepare and file a shelf registration
statement (the "Shelf Registration Statement") registering the offering and sale on a
delayed or continuous basis of all Registrable Securities (as defined in the Registration
Rights Agreement), and to keep such Shelf Registration Statement effective until the
earliest of (i) the date as of which all Registrable Securities have been sold pursuant to the
Shelf Registration Statement, (ii) the date on which the Registration Rights Agreement
terminates and (iii) such shorter period as the RRA Holders of at least 50% of Registrable
Securities with respect to the Shelf Registration shall agree in writing
Pursuant to the Registration Rights Agreement, RRA Holders have customary
underwritten offering and piggyback registration rights, subject to the limitations set forth in
the Registration Rights Agreement. Under their underwritten
3
For internal use only
SDNY_GM_00059808
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-0022632
EFTA_00I 70358
EFTA01296954

Page 10
offering rights, individual RRA Holders that together own Registrable Securities
representing at least 50% of the outstanding shares of the Company's common stock have
the right to demand the Company to effectuate the distribution of any or all of their
Registrable Securities by means of an underwritten offering pursuant to the Shelf
Registration Statement. No individual holder may exercise this right more than two times.
The Company is not obligated to effect an underwritten demand notice within 90 days of
closing another underwritten offering. Under their piggyback registration rights, if at any
time the Company proposes to conduct an underwritten offering for its own account, the
Company must allow such RRA Holders to include a specified number of their Registrable
Securities in the offering. These rights are subject to certain conditions and limitations,
including certain rights to limit the number of shares to be included in an underwritten
offering and the Company's right to delay or withdraw a registration statement or an offer
and sale of Registrable Securities pursuant to such registration statement (including
underwritten offerings) under certain circumstances. The registration rights granted in the
Registration Rights Agreement are subject to customary indemnification and contribution
provisions.
The summary of the Registration Rights Agreement set forth in this Item 1.01 does not
purport to be complete and is qualified in its entirety by reference to the text of the
Registration Rights Agreement, a copy of which is being filed as Exhibit 10.2 hereto and is
incorporated herein by reference.
Warrant Agreement
On July 27, 2016, the Company entered into a warrant agreement (the 'Warrant
Agreement") with Continental Stock Transfer and Trust Company, as warrant agent (the
'Warrant Agent"). Pursuant to the Warrant Agreement, the Company issued two series of
warrants (the "Series A Warrants" and the "Series B Warrants", together, the "Warrants")
to the holders of the Company's common stock as of July 26, 2016, such Warrants to
expire at the close of business on July 27, 2021 (the "Expiration Date"). Following July 27,
2016, there are 154,108 Series A Warrants outstanding to purchase up to an aggregate of
154,108 shares of common stock at an initial exercise price of $10.30 per share (the
"Series A Exercise Price"). Following July 27, 2016, there are 154,108 Series B Warrants
outstanding to purchase up to an aggregate of 154,108 shares of common stock at an
initial exercise price of $12.88 per share (the "Series B Exercise Price"). The Warrants
may generally be exercised during the period commencing 30 days prior to the Expiration
Date, subject to receipt by the Company of certain Alaska tax credits. Upon issuance, the
shares issued under the Warrants will represent 4.5% of the outstanding shares of
common stock as of July 27, 2016, subject to the issuance of (i) additional shares of
common stock under a new 2016 Long-Term Incentive Plan, which, once adopted, will
reserve 1,038,258 shares of common stock for issuance, and (ii) 132,093 shares of
common stock to the lenders under the New Senior Loan Facility as an anti-dilution
protection relative to the Warrants.
For internal use only
SDNY_GM_00059809
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-0022633
EFTA_00 170359
EFTA01296955

Page 11
Until such time as the Warrants and the shares of common stock issuable under the
Warrants are registered under the Securities Act of 1933, as amended (the "Securities
Act"), they will be subject to restrictions on transfer. The Company has agreed in the
Warrant Agreement to customary resale registration rights.
Adjustments. The number of shares of common stock for which a Warrant is exercisable,
and the exercise price per share of such Warrant are subject to adjustment pursuant to a
customary anti-dilution provision.
Reorganization Event. Upon the occurrence of certain events constituting a Fundamental
Equity Change (as defined in the Warrant Agreement) or a reorganization, recapitalization,
reclassification, consolidation or similar event as a result of which the common stock would
be converted into, changed into or exchanged for, stock, other securities, other property or
assets (including cash or any combination thereof), each Warrant holder will have the right
to receive, upon exercise of a Warrant, an amount of securities, cash or other property
received in connection with such event with respect to or in exchange for the number of
shares of common stock for which such Warrant is exercisable immediately prior to such
event.
Net Share Settlement. No payment of cash will be required in connection with the exercise
of a Warrant (a "Net Share Settlement"). In connection with such Net Share Settlement,
the Company shall deliver, without any cash payment therefor, a number of shares of
common stock equal to the fair value (as of the exercise date for such Warrant) of one
share of common stock minus the Series A Exercise Price or Series B Exercise Price, as
applicable, divided by the fair value of one share of common stock.
4
The summary of the Warrant Agreement set forth in this Item 1.01 does not purport to be
complete and is qualified in its entirety by reference to the text of the Warrant Agreement,
a copy of which is being filed as Exhibit 10.3 hereto and is incorporated herein by
reference.
The information in Item 5.02 with respect to the Indemnification Agreements is
incorporated into this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated into this Item 2.03 by reference.
For internal use only
SDNY_GM_00059810
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022634
EFTA_(()1 70360
EFTA01296956

Page 12
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On July 27, 2016, the Company provided notice to the Nasdaq Stock Market that, as a
result of the resignation of certain directors from the Board of Directors, and the
appointment of new members to the Board of Directors, as described in more detail in Item
5.02 below, the Company is currently not in compliance with the audit committee
composition requirement of Nasdaq Listing Rule 5605(c)(2)(A) due to one vacancy on the
Audit Committee. The Company fully expects to regain compliance with Nasdaq Rule
5605(c)(2)(A) within the cure period provided for in Nasdaq Rule 5605(c)(4)(B).
Item 3.02
Unregistered Sales of Equity Securities.
The information in Item 1.01 regarding the New Notes Shares and Warrants is
incorporated into this Item 3.02 by reference. In addition, in connection with the entry into
the New Senior Loan Facility and draws under the New Senior Loan Facility, the Company
has issued 2,803,302 shares of common stock, after giving effect to the Reverse Stock
Split described below, to the lenders thereunder (the "New Senior Loan Shares"), which
include the Supporting Holders who participated in the Exchange Offer. These New Senior
Loan Shares include shares of common stock equal to 9.4% of the Company's outstanding
stock upon consummation of the Exchange Offer issued to the initial lenders who funded
the Company's borrowings pursuant to its initial draw under the New Senior Loan Facility
and additional shares of common stock equal to 18.8% of the Company's outstanding
common stock upon consummation of the Exchange Offer, or 934,432 and 1,868,870
shares, respectively, after giving effect to the Reverse Stock Split described below.
For internal use only
SDNY_GM_00059811
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022635
EFTA_00170361
EFTA01296957

Page 13
The New Notes Shares and New Senior Loan Shares collectively represent 9,213,804
shares, or 98.6% of the Company's 9,344,325 shares of common stock outstanding as of
July 27, 2016, and as a result of these issuances, subject to dilution by the issuance of (i)
additional shares of common stock under a new 2016 Long-Term Incentive Plan, which,
once adopted, will reserve 1,038,258 shares of common stock for issuance, (ii)
approximately 308,217 shares under the Warrants, and (iii) approximately 132,093 shares
issuable to the lenders under the New Senior Loan Facility as an anti-dilution protection
relative to the Warrants. The New Notes Shares, the New Senior Loan Shares and the
Warrants were issued upon consummation of the Exchange Offer on July 27, 2016.
The New Notes, the New Guarantees, the New Notes Shares and the New Senior Loan
Shares were issued in reliance on an exemption from registration set forth in Section
4(a)(2) and/or Regulation S of the Securities Act. The Warrants were issued in a
transaction not involving a sale and not required to be registered under the Securities Act.
Item 3.03.
Material Modification to Rights of Security Holders.
The information in Item 1.01 with respect to the Joinder is incorporated into this Item 3.03
by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2016, each of Gregory R. Monahan, Eric S. Rosenfeld, David D. Sgro and
Brent Whiteley resigned from the Board of the Directors of the Company, effective upon
acceptance of such resignations by the remaining directors, which occurred on July 27,
2016.
5
For internal use only
SDNY_GM_00059812
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022636
EFTA_00I 70362
EFTA01296958

Page 14
Immediately following such resignation, the remaining directors of the Company's Board
of Directors filled such vacancies through the immediately effective appointment of L.
Melvin Cooper, Michael Kass and Jacob Mercer as directors (the "New Directors") of the
Company.
L. Melvin Cooper currently serves as the Senior Vice President and Chief Financial Officer
of Forbes Energy Services Ltd. (NASDAQ: FES) ("Forbes"), a public company in the
energy services industry. Prior to joining Forbes in 2007, Mr. Cooper served in financial or
operating roles of various companies involved oilfield site preparation, serving new home
builders, supply chain management, and other industries. Since October 2010, Mr. Cooper
has served on the Board of Directors of Flotek Industries, Inc. (NYSE: FTK), where he is a
member of the Nominating and Corporate Governance, Audit, and Compensation
Committees. Since August 2012, Mr. Cooper has served on the Board of Directors of Par
Pacific Holdings, Inc. (NYSE: PARR), where he is a member of the Audit and Nominating
and Corporate Governance Committees. Mr. Cooper received the Board Leadership
Fellow certification from the National Association of Corporate Directors ("NACD") where
he is also a member of the Board of Directors of the NACD Houston/Austin/San Antonio
Chapter. Mr. Cooper earned a degree in accounting from Texas A&M University-Kingsville
(formerly Texas A&I) in 1975 and is a Certified Public Accountant.
Michael Kass is a Senior Research Analyst at BlueMountain Capital concentrating on
stressed and distressed credit across multiple industry sectors. Previously, Mr. Kass was a
co-founder and Head of Research at 3-Sigma Value Management. Prior to 3-Sigma, Mr.
Kass served for several years as a Vice President in Lehman's Global Restructuring
Group, where he advised debtors, financial sponsors and GSEs in bankruptcy proceedings
in sectors including aviation, media and natural resources. Prior to Lehman, Mr. Kass was
an Associate at Miller Buckfire and Co., focusing on restructurings in telecom, industrials,
and restaurants. He began his career at McKinsey and Co., which he joined after receiving
his JD magna cum laude from Harvard Law School, his BSE in International Finance from
Wharton, and his BA summa cum laude from University of Pennsylvania.
Jacob Mercer is a Senior Portfolio Manager at Whitebox Advisors. Prior to joining
Whitebox, Mr. Mercer worked for Xcel Energy as Assistant Treasurer and Managing
Director. Before joining Xcel Energy, he was a Senior Credit Analyst and Principal at Piper
Jaffray and a Research Analyst at Voyageur Asset Management. Mr. Mercer also served
as a logistics officer in the United States Army. Mr. Mercer has served on a number of
boards of directors including Par Pacific (NYSE: PARR), Piceance Energy. Platinum
Energy Solutions, and Ceres Global Ag (TSX: CRP). Mr. Mercer holds a BA with a double
major in economics and business management from St. John's University. He also holds
the Chartered Financial Analyst (CFA) designation.
Messrs. Kass and Mercer were designated as Class B directors, and Mr. Cooper was
designated as a Class C director. Messrs. Cooper and Dalton shall serve as members of
the Audit Committee of the Company, Messrs. Cooper, Dalton and Mercer shall serve as
members of the Compensation Committee of the Company and Messrs. Dalton, Kass and
Mercer shall serve as members of the Nominating Committee of the Company. The Board
For internal use only
SDNY_GM_00059813
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022637
EFTA_00I 70363
EFTA01296959

Page 15
of Directors determined that each of the members of the Audit Committee, the
Compensation Committee and the Nominating Committee is independent under the
applicable Nasdaq listing standards and that the members of the Audit Committee are
independent under Rule 10A-3 of the Securities Exchange Act of 1934, as amended. With
respect to director compensation for each of the New Directors, see "Item 11. Executive
Compensation-Director Compensation-General" in the Company's Form 10-K/A filed with
the Securities and Exchange Commission on April 29, 2016.
In connection with the consummation of the Exchange Offer, the Company has terminated
its 2013 Long-Term Incentive Plan.
On July 27, 2016, the Company entered into indemnification agreements (the
"Indemnification Agreements") with Jeff Hastings, Brian Beatty, Brent Whiteley, Mike Scott,
Darin Silvernagle, Ryan Abney, Gary Dalton and each of the New Directors (each, an
"Indemnitee"). The Indemnification Agreements supersede and replace the indemnification
agreements previously entered into with any such individuals. The Indemnification
Agreements are intended to provide indemnification rights for actions or omissions to act
while the Indemnitees are or were acting as directors, officers, employees or agents of the
Company (among certain other limited roles). In connection
6
therewith, the Company will indemnify (except in certain limited circumstances) the
Indemnitees against, among other things, all expenses (including attorneys' fees),
damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other),
Employee Retirement Income Security Act of 1974 losses and amounts paid in settlement
pursuant to (i) any threatened, asserted, pending or completed claim, demand, action, suit
or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and
whether made pursuant to federal, state or other law, and (ii) any threatened, pending or
completed inquiry or investigation, whether made, instituted or conducted by or at the
behest of the Company or any other person, including any federal, state or other court or
governmental entity or agency and any committee or other representative of any corporate
constituency, to the fullest extent permitted by applicable law. In addition, the
Indemnification Agreements provide for the advancement of expenses incurred by the
Indemnitees in connection with any proceeding covered by the Indemnification
Agreements, provided that the Indemnitees must repay the advanced amounts if, upon
conclusion of the proceeding, it is ultimately determined that the Indemnitees were not
entitled to indemnification.
The summary of the Indemnification Agreements set forth in this Item 5.02 does not
purport to be complete and is qualified in its entirety by reference to the text of the Form of
For internal use only
SDNY_GM_00059814
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022638
EFTA_OOI 70364
EFTA01296960

Page 16
Director and Officer Indemnification Agreement, a copy of which is being filed as Exhibit
10.4 hereto and is incorporated herein by reference.
The appointment of the New Directors, reflects an arrangement incorporated into the
Restructuring Support Agreement, pursuant to which the Supporting Holders are entitled to
select six of the seven members of the Board of Directors. The Restructuring Support
Agreement contemplates that each of BlueMountain Capital Management, LLC ("Blue
Mountain") and Whitebox Advisors LLC ("Whitebox") shall have the right to select one
director to be nominated by the Company for so long as each of their equity holdings
following the consummation of the Exchange Offer exceeds 10% of the Company's total
outstanding shares. Mr. Kass is an employee of BlueMountain and Mr. Mercer is an
employee of Whitebox. Each of BlueMountain and Whitebox are Supporting Holders. Each
of the Supporting Holders, including BlueMountain and Whitebox, are lenders under the
Company's New Senior Loan Facility and parties to the Registration Rights Agreement
with respect to shares of common stock received in connection with the Restructuring.
The information in Item 1.01 is incorporated into this Item 5.02 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the Restructuring, on June 14, 2016, the Board of Directors authorized
an amendment (the "Amendment") to the Second Amended and Restated Certificate of
Incorporation of the Company to effect a reverse stock split of the shares of common stock
of the Company at a ratio of 135-to-1 (the "Reverse Stock Split"). The Amendment did not
affect the number of authorized shares under the Second Amended and Restated
Certificate of Incorporation. On June 15, 2016, the Amendment was approved by the
written consent of the Company's stockholders holding a majority of the outstanding
shares of common stock entitled to vote as of June 15, 2016. The Amendment became
effective upon filing with the Secretary of State of the State of Delaware on July 26, 2016,
and is attached as Exhibit 3.1.
On July 27, 2016, the Board of Directors approved amendments to the Company's
Amended and Restated Bylaws. Among other things, including immaterial, conforming and
technical changes, the new Second Amended and Restated Bylaws (the "Bylaws"):
O
For internal use only
SDNY_GM_00059815
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-0022639
EFTA_00I 70365
EFTA01296961

Page 17
allow each of Blue Mountain and Whitebox Advisors LLC, together with their respective
affiliates (each a "Principal Stockholder"), for so long as either holds at least ten percent of
the Company's outstanding common stock, to (1) nominate one director to be included in
the Company's slate of nominees and proxy materials, (2) be the sole stockholders who
may remove their respective nominated director from the Board of Directors, with or
without cause until the third annual meeting of stockholders following July 27, 2016, and
(3) have their respective nominee director included in all committees of the Board of
Directors, as long as they meet the qualifications necessary to be a member;
7
O
allow holders of a majority of the outstanding common stock to each call a special
meeting in addition to the majority of the Board of Directors;
O
For internal use only
SDNY_GM_00059816
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022640
EFTA_00 170366
EFTA01296962

Page 18
except in connection with the election of any director nominated by Blue Mountain, allow
for changes in voting rights for any affiliate of Blue Mountain that is not a "United States
person," as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of
1986, and that is managed by the Blue Mountain Stockholder (a "Non-U.S. Blue Mountain
Investment Fund") who holders greater than 10% of the total number of votes applicable to
all shares of Common Stock;
O
renounce any interest or expectancy by the Company in, or in being offered an
opportunity to participate in, business opportunities that are presented to any of the
Principal Stockholders, their respective affiliates, managed investment funds or portfolio
companies or any of their respective officers, directors, agents, stockholders, members,
partners, employees, or any director designated for nomination by the Principal
Stockholders;
O
require stockholder notices for stockholder proposals and nominations to be submitted
between 60 and 90 days ahead of the first anniversary of the prior year's annual meeting;
provided, however, that if (i) the annual meeting of stockholders is advanced by more than
30 days, or delayed by more than 60 days, from the first anniversary of the prior year's
For internal use only
SDNY_GM_00059817
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0022641
EFTA_00 170367
EFTA01296963

Page 19
annual meeting of stockholders or (ii) no annual meeting was held during the prior year,
the notice by the stockholder to be timely must be received (A) no earlier than 90 days
before such annual meeting and (B) no later than the later of 60 days before such annual
meeting and the tenth day after the day on which the notice of such annual meeting was
made by mail or public disclosure;
O
expand the procedures and scope of required information to be submitted by
stockholders in connection with stockholder proposals and nominations, including the
provision of certain certifications as to a nominee's qualifications;
O
allow special meetings of the Board of Directors to be called on at least 24 hours notice
by the chairman, president or secretary on the written request of any two directors;
For internal use only
SDNY_GM_00059818
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022642
EFTA_00 170368
EFTA01296964

Page 20
O
removed the prior indemnification provisions, which are expected to be expanded in the
Third Amended and Restated Certificate of Incorporation;
O
require directors to be elected by a majority vote unless the nominees for directors
exceed the number of vacancies, in which case, a plurality vote is required to elect;
O
in connection with expected changes in the Third Amended and Restated Certificate of
Incorporation, assume the removal of classes from the Board of Directors and make all
directors elected on an annual basis;
For internal use only
SDNY_GM_00059819
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-OO22643
EFTA_00I 70369
EFTA01296965

Page 21
0
allow the Company to vote stock held by it in a fiduciary capacity;
0
require that the Principal Stockholders must consent to changes in the bylaws that
would have the effect of limiting their special rights enumerated above; and
0
For internal use only
SDNY_GM_00059820
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0022644
EFTA_00 170370
EFTA01296966

Page 22
adopt Delaware as the exclusive jurisdiction for certain legal proceedings.
The summary of the Bylaws set forth in this Item 5.03 does not purport to be complete and
is qualified in its entirety by reference to the text of the Bylaws, a copy of which is being
filed as Exhibit 3.2 hereto and is incorporated herein by reference.
8
Item 8.01
Other Events.
As a result of the Reverse Stock Split, every 135 shares of common stock of the Company
outstanding on July 26, 2016 was converted into 1 share of common stock, with fractional
shares cashed out based on the closing price per share on the effective date of the
Reverse Stock Split.
A new CUSIP number has been issued for the Company's common stock (78636X204) to
distinguish stock certificates issued after the effective date of the Reverse Stock Split. The
pre-split CUSIP number was 78636X105.
The common stock began trading on a split-adjusted basis on July 27, 2016 on the
Nasdaq Global Market.
This report shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall
there be any sale of any of these securities, in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The New Notes, New Notes Shares, New Senior
Loan Shares and Warrants have not been registered under the Securities Act or any state
securities laws, and unless so registered, may not be offered or sold in the United States
For internal use only
SDNY_GM_00059821
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-0022645
EFTA_00170371
EFTA01296967

Page 23
or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable state securities laws.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" within the meaning of the U.S. federal
securities laws, with respect to the Company's financial condition, results of operations,
cash flows and business, and expectations or beliefs concerning future events. These
forward-looking statements can generally be identified by phrases such as "expects,"
"anticipates," "believes," "estimates," "intends," "plans to," "ought," "could," "will," "should,"
"likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases.
There are inherent risks and uncertainties in any forward-looking statements. Although the
Company believes that its expectations are reasonable, it can give no assurance that
these expectations will prove to have been correct, and actual results may vary materially.
Except as required by law, the Company undertakes no obligation to update, amend or
clarify any forward-looking statements to reflect events, new information or otherwise.
Some of the important factors that could cause actual results to differ materially from the
Company's expectations are discussed below. All written and oral forward-looking
statements attributable to the Company, or persons acting on its behalf, are expressly
qualified in their entirety by these cautionary statements.
You should refer to the risk factors from the Company's Annual Report on Form 10-K for
the year ended December 31, 2015, as amended by the Company's Annual Report on
Form 10-K/A filed on April 29, 2016 for specific risks which would cause actual results to
be significantly different from those expressed or implied by any of the Company's forward-
looking statements. It is not possible to identify all of the risks, uncertainties and other
factors that may affect future results. In light of these risks and uncertainties, the forward-
looking events and circumstances discussed in this report may not occur and actual results
could differ materially from those anticipated or implied in the forward-looking statements.
Accordingly, readers of this report are cautioned not to place undue reliance on the
forward-looking statements.
Item 9.01
Financial Statements and Exhibits.
For internal use only
SDNY_GM_00059822
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-0022646
EFTA_00I 70372
EFTA01296968

Page 24
(d)
Exhibits.
Exhibit
No.
Description
3.1
For internal use only
SDNY_GM_00059823
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022647
EFTA_00 170373
EFTA01296969

Page 25
Certificate of Amendment to the Second Amended and Restated Certificate of
Incorporation of SAExploration
Holdings, Inc.
3.2
Second Amended and Restated Bylaws.
4.1
Indenture, dated July 27, 2016, by and among the Company, the guarantors named
therein and Wilmington
Savings Fund Society, FSB, as trustee and noteholder collateral agent.
For internal use only
SDNY_GM_00059824
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0022648
EFTA_00 170374
EFTA01296970

Page 26
9
4.2
Form of 10.000% Senior Secured Second Lien Notes due 2019 (included in Exhibit 4.1).
4.3
Notation of Guarantee executed July 27, 2016, among SAExploration Sub, Inc.,
SAExploration, Inc., SAExploration Seismic Services (US), LLC and NES, LLC.
For internal use only
SDNY_GM_00059825
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022649
EFTA_00 170375
EFTA01296971

Page 27
4.4
Additional Indebtedness Joinder and Designation, dated as of July 27, 2016, by and
among Wells Fargo
Bank, National Association, as ABL Agent, Wilmington Savings Fund Society, FSB, as
Existing Noteholder
Agent, Delaware Trust Company, as Term Agent, and Wilmington Savings Fund
Society, FSB, as Additional
Noteholder Agent.
10.1
Security Agreement, dated July 27, 2016, by and among the Company, the guarantors
named therein and
Wilmington Savings Fund Society, FSB, as noteholder collateral agent.
For internal use only
SDNY_GM_00059826
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0022650
EFTA_00I 70376
EFTA01296972

Page 28
10.2
Registration Rights Agreement, dated July 27, 2016, by and among the Company and
the holders named
therein.
10.3
Warrant Agreement, dated as of July 27, 2016 between the Company and Continental
Stock Transfer &
Trust Company, as Warrant Agent.
10.4
For internal use only
SDNY_GM_00059827
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0022651
EFTA_00 170377
EFTA01296973

Page 29
Form of Director and Officer Indemnification Agreement.
10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: August 1, 2016
For internal use only
SDNY_GM_00059828
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0022652
EFTA_00I 70378
EFTA01296974

Page 30
SAExploration Holdings, Inc.
By:
/s/ Brent Whiteley
Name:
For internal use only
SDNY_GM_00059829
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0022653
EFTA_OOI 70379
EFTA01296975

Page 31
Brent Whiteley
Title:
Chief Financial Officer, General Counsel and Secretary
EXHIBIT INDEX
Exhibit
No.
For internal use only
SDNY_GM_00059830
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022654
EFTA_00 I 70380
EFTA01296976

Page 32
Description
3.1
Certificate of Amendment to the Second Amended and Restated Certificate of
Incorporation of SAExploration
Holdings, Inc.
3.2
Second Amended and Restated Bylaws.
For internal use only
SDNY_GM_00059831
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022655
EFTA_OOI 70381
EFTA01296977

Page 33
4.1
Indenture, dated July 27, 2016, by and among the Company, the guarantors named
therein and Wilmington
Savings Fund Society, FSB, as trustee and noteholder collateral agent.
4.2
Form of 10.000% Senior Secured Second Lien Notes due 2019 (included in Exhibit 4.1).
4.3
Notation of Guarantee executed July 27, 2016, among SAExploration Sub, Inc.,
SAExploration, Inc., SAExploration Seismic Services (US), LLC and NES, LLC.
For internal use only
SDNY_GM_00059832
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022656
EFTA_OOI 70382
EFTA01296978

Page 34
4.4
Additional Indebtedness Joinder and Designation, dated as of July 27, 2016, by and
among Wells Fargo
Bank, National Association, as ABL Agent, Wilmington Savings Fund Society, FSB, as
Existing Noteholder
Agent, Delaware Trust Company, as Term Agent, and Wilmington Savings Fund
Society, FSB, as Additional
Noteholder Agent.
10.1
Security Agreement, dated July 27, 2016, by and among the Company, the guarantors
named therein and
Wilmington Savings Fund Society, FSB, as noteholder collateral agent.
For internal use only
SDNY_GM_00059833
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0022657
EFTA_00 I 70383
EFTA01296979

Page 35
10.2
Registration Rights Agreement, dated July 27, 2016, by and among the Company and
the holders named
therein.
10.3
Warrant Agreement, dated as of July 27, 2016 between the Company and Continental
Stock Transfer &
Trust Company, as Warrant Agent.
10.4
For internal use only
SDNY_GM_00059834
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0022658
EFTA_OOI 70384
EFTA01296980

Page 36
Form of Director and Officer Indemnification Agreement.
In case of any query regarding this article or other content please contact:
editorial@plusmediasolutions.com
LOAD-DATE: August 2, 2016
LANGUAGE: ENGLISH
PUBLICATION-TYPE: Newswire
Copyright 2016 Plus Media Solutions Private Limited
All Rights Reserved
Other Language Media:
There was no information found
Public Records:
1 OF 3 RECORD(S)
Comprehensive Business Report
Report Created:6.15-2017 6:46 PM EST I FOR INFORMATIONAL PURPOSES ONLY I Copyright O 2017 LexisNexis,
All lights reserved.
Search Terms - company(NES, LW) tin(13-4146141) radius(15)
Executives - Current (0) Incorporation/SOS (1) Operations/Sites (1) Sales (0)
Licenses (0) URLs (0) Real Property • Current (0) Real Property - Prior (0)
MVRs - Current (0) MVRs - Prior (0) Watercraft - Current (0) Watercraft - Prior (0)
Aircraft - Current (0) Aircraft - Prior (0) Bankruptcy Filings (0) Judgments & Liens Filings (0)
UCC Filings (1) Executives - Prior (0) Registered Agents (1) Name Variations (1)
Possible Employees (1) Person Associates (0) Business Associates (1) TINE (0)
Possible Connected Parent Company (0) Industry Information (0)
Business (2)
View All Sources (4)
Business Summary
Name Address Phone
NES, LLC
LexID Established TIN
For internal use only
SDNY_GM_00059835
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0022659
EFTA_00 I 70385
EFTA01296981

Page 2
0001-0335-5112 2007
(10 Years in Business)
At a Glance
Real Property 0 UCC Debtor 1
Personal Property 0 Bankruptcy 0
Secured Assets 0 Judgments/Liens 0
Executives 0 Foreclosure/Notice of Default 0
Name Variations -1 name variations found
NO. NAME
NES, LLC
TINs - 0 TINs found
Business Profile
Executives: Current - 0 executive(s) found
Incorporation/SOS (1 active, 0 other)
NO. NAME FILING TYPE STATUS FILING FILING NO. STATE
DATE
1. NES, LLC LIMITED LIABILITY ACTIVE 05/30/2007 20071255827 CO
CORPORATION
Additional Details
Business Type: LIMITED LIABILITY CORPORATION
Business Status ACTIVE
Expiration: PERPETUAL
For Profit: Unknown
Foreign/Domestic: Domestic
Origin: State of CO
Filing History (most recent two years)
Filing Date Description
05/30/2007 FORM A LIMITED LIABILITY COMPANY (LLC)
OperatingLocations - Showing 1 location(s)
NO. I ADDRESS METRO AREA I PHONE
Sales - 0 record(s) found
Parent Company - 0 record(s) found
Industry Information - no information found
Licenses - 0 licenses found
URLs - 0 URLs found
Bankruptcy (0 active, 0 closed)
For internal use only
SDNY_GM_00059836
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0022660
EFTA_00 I 70386
EFTA01296982

Page 3
Judgments/Liens (0 filings)
UCC Filings (1 debtor, 0 creditor
NO. ROLE STATUS ORIG. ORIG. FILE JURISDICTI FILE TYPE
FILING NUMBER ON
DATE
1. Debtor Active 06/10/2015 20152054044 CO Initial Filing
Filing Office Information
SECRETARY OF STATE/UCC DIVISION
1560 Broadway
Denver, CO 80202
Filing 1
Filing Number 20152054044
Filing Date: 06/10/2015
Filing Type: INITIAL FILING
Expiration: 06/10/2020
Debtor 1
NES, LLC
1400 Glenarm PI Rm 100
Denver, CO 80202-5000
Secured Party Info 1
FIRSTBANK
Collateral
FIXTURES AND PROCEEDS:MACHINERY AND
PROCEEDS:EQUIPMENT AND PROCEEDS;COMMUNICATIONS
EQUIPMENT AND PROCEEDS:BUILDING MATERIALS AND
PROCEEDS:COMPUTER EQUIPMENT AND PROCEEDS:ACCOUNTS
RECEIVABLE AND PROCEEDS
Real Property (0 current, 0 prior)
Personal Property (0 current, 0 prior)
Associates
Executives: Prior - 0 prior executive(s) found
Registered Agents -1 registered agents) found
NO. NAME ADDRESS STATE DATE(S)
1. Makovsky, Evan Colorado 05/30/2007 -
05/312017
For internal use only
SDNY_GM_00059837
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0022661
EFTA_00I 70387
EFTA01296983

Page 4
Possible Employees - 0 current, 1 prior employees found
NO. NAME ADDRESS STATUS DATE(S)
1. Makovsky. Evan Prior
CONTACT 05/30/2007
Person Associates - 0 other person associates found
Possible Connected Business - 2 businesses found
NO. NAME At*:
1. NES. LLC
2. NOLAN E SCHRINER INC
Business Associates -1 business associates found
NO. NAME ADDRESS ROLE
1. FIRSTBANK UCC
Sources
All Sources 4 Source Documents
Corporate Filings 1 Source Documents
UCC 1 Source Documents
Other Directories 1 Source Documents
Experian 1 Source Documents
Key:
SHigh Risk Indicator. These symbols may prompt you to investigate further.
Moderate Risk Indicator. These symbols may prompt you to investigate further.
t General Information Indicator. These symbols inform you that additional information is provided.
le The most recent telephone listing as reported by Electronic Directory Assistance.
citk
Wireless Phone Indicator. These symbols indicate a cell phone number.
el Residential Phone Indicator. These symbols indicate a residential phone number.
Business Phone Indicator. These symbols indicate a business phone number.
V Shared Phone Indicator. These symbols indicate the phone number may be shared between wireless and landline
service.
OD FAX Indicator. These symbols indicate a FAX number.
4
Government Phone Indicator. These symbols indicate a government phone number.
Important: The Pubic Retort and commercially available data sources used on reports have errors. Data is sometimes emceed poorly, processed
incorrectly and is generally not free horn detect. This system should not be relied upon as definitively accurate. Before retying an any data this system
supplies. a should be independently verified. Fa Secretary of State documents. the talent ng data is for Information purposes only and is not an oMcial
record. Certified copies may be obtained from that individual stages Department of Stale.
Your DPPA Permissible Use is: Debt Recovery/Fraud
For internal use only
SDNY_GM_00059838
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022662
EFTA_00 170388
EFTA01296984

Page 5
Your GLBA Perrnistable Use nc Legal Compliance
Copyright C 2017 LevisNexis. a division of Reed Elsevier Inc All Rights Resented
2 OF 3 RECORD(S)
Comprehensive Business Report
Report Created:6-15-2017 6:46 PM EST I FOR INFORMATIONAL PURPOSES ONLY I Copyright 2017 LexisNexis,
All rights reserved.
Search Terms - company(NES, LLC) tin( 13-4146141) radius(15)
Executives - Current (0) Incorporation/SOS (0) 0peratIonsiSites (1) Sales (0)
Licenses (0) URLs (0) Real Properly • Current (0) Real Property - Prior (0)
MVRs • Current (0) MVRs - Prior (0) Watercraft • Current (0) Watercraft - Prior (0)
Aircraft - Current (0) Aircraft - Prior (0) Bankruptcy Filings (0) Judgments 8 Liens Filings (0)
UCC Filings (0) Executives - Prior (0) Registered Agents (0) Name Variations (1)
Possible Employees (0) Person Associates (0) Business Associates (0) TINs (0)
Possible Connected Parent Company (0) Industry Information (0)
Business (38)
View All Sources (0)
Business Summa
Name Address Phone
NES, LLC
LexID sta ishe TIN
0001-0336-2759 2015
(2 Years in Business)
At a Glance
Real Property 0 UCC Debtor 0
Personal Property 0 Bankruptcy 0
Secured Assets 0 Judgments/Liens 0
Executives 0 Foreclosure/Notice of Default 0
Name Variations -1 name variations found
NO. NAME
1. NES, LLC
TINs - 0 TINs found
Business Profile
Executives: Current - 0 executive(s) found
Incorporation/SOS (0 active, 0 other)
OperatingLocations - Showing 1 location(s)
NO. ADDRESS METRO AREA PHONE
1 Riverside-San
Bernardino, CA
Sales - 0 record(s) found
Parent Company - 0 record(s) found
For internal use only
SDNY_GM_00059839
IDENTIAL
CONFIDENTIAL — PURSUANT TO FED. R.QQN(F DB-SDNY-0022663
EFTA_OOI 70389
EFTA01296985

Page 6
Industry Information - no information found
Licenses - 0 licenses found
URLs - 0 URLs found
Bankruptcy (0 active, 0 closed)
Judgments/Liens (0 filings)
UCC Filings (0 debtor, 0 creditor)
Real Property (0 current, 0 prior)
Personal Property (0 current, 0 prior)
Associates
Executives: Prior - 0 prior executive(s) found
Registered Agents - 0 registered agent(s) found
Possible Employees - 0 current, 0 prior employees found
Person Associates - 0 other person associates found
Possible Connected Business - 38 businesses found
NO. NAME ADDRESS
1 ADVANCED GLOBAL EXCHANGE NETWO
2. BLUE COLLAR, INC
3. DO, TUAN
4. MAX ABERSERA
5. NESINC
6. NAGLE ENERGY SOLUTIONS, LLC
7. NATIONAL EDUCATIONAL SERVICES
8. NEOGNOSIS INC
9. NES
10. NES
For internal use only
SDNY_GM_00059840
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0022664
EFTA_00I 70390
EFTA01296986

Page 7
11. NES
12. NES
13. NES
14. NES
15. NES
16. NES
17. NES
18. NES
19. NES
20. NES
21. NES
22. NES
23. NES CO LP
24. NES CORP
25. NES CORPORATION
26. NES INC
27. NES INC
28. NES LLC
29. NES LLC
30. NES LLC
For internal use only
SDNY_GM_00059841
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022665
EFTA_00170391
EFTA01296987

Page 8
31. NES OREGON.
32. NES, INC.
33. NES. INC.
34. NETWORK ENVIRONMENTAL SYSTEMS.
35. NETWORKED ENERGY SERVICES CORP
36. NEUROCOMP SYSTEMS INC
37. NORTON EDUCATIONAL SERVICES IN
38. THE TEXTSTORE
Business Associates - 0 business associates found
Sources
Key:
AHigh Risk Indicator. These symbols may prompt you to investigate further.
/ Moderate Risk Indicator. These symbols may prompt you to investigate further.
rib
General Information Indicator. These symbols inform you that additional information is provided.
V The most recent telephone listing as repotted by Electronic Directory Assistance.
ti Wireless Phone Indicator. These symbols indicate a cell phone number.
Residential Phone Indicator. These symbols indicate a residential phone number.
CID
40 Business Phone Indicator. These symbols indicate a business phone number.
4) Shared Phone Indicator. These symbols indicate the phone number may be shared between wireless and landline
service.
() FAX Indicator. These symbols indicate a FAX number.
@ Government Phone Indicator. These symbols indicate a government phone number.
Important: The Pubic Records and commolcially available data sources used on ropoth have (mom. Data is sometimes entered poorly. processed
incoiroctly and is generally not free from defect. This system should not be relied upon as definitively accurate. Before relying on any data this system
supplies. rl should be independently verified. For Secretary of State documents. the foliating data is for information purposes only and is not an dicks,
record. Certified copies may be obtained from that individual slate's Department of State.
Your DPPA Permissible Use is: Debt Recovery/Fraud
Your CASA Permissible Use a: Legal Compliance
Copyright O 2017 Lonsfiexis. a division of Reed Elsevier Inc. All Rights Resolved.
For internal use only
SDNY_GM_00059842
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022666
EFTA_00I 70392
EFTA01296988

Page 9
3 OF 3 RECORD(S)
Comprehensive Business Report
Report Created:6-15-2017 6:46 PM EST I FOR INFORMATIONAL PURPOSES ONLY I Copyright 0 2017 LexisNexis.
All rights reserved.
Search Terms - company(NES. LLC) tin( 13-4146141) radius(15)
Executives - Current (0) incorporation/SOS (1) Operations'Sites (2) Sales (0)
Licenses (0) URLs (0) Real Property - Current (0) Real Property - Prior (0)
MVRs - Current (0) MVRs - Prior (0) Watercraft - Current (0) Watercraft - Prior (0)
Aircraft - Current (0) Aircraft - Prior (0) Bankruptcy Filings (0) Judgments 8 Liens Filings (0)
UCC Filings (1) Executives - Prior (1) Registered Agents (1) Name Variations (2)
Possible Employees (0) Person Associates (0) Business Associates (1) TINs
Possible Connected Parent Company (0) Industry Information (1)
Business (42)
View All Sources (33)
Business Summa
ry
Name I Address I Phone
NES, LLC
(Business)
LexID Established TIN
0001-0337-2444 2002 06-1363163
(15 Years in Business)
At a Glance
Real Property 0 UCC Debtor 1
Personal Property 0 Bankruptcy 0
Secured Assets 0 Judgments/Liens 0
Executives 0 Foreclosure/Notice of Default 0
Name Variations - 2 name variations found
NO. NAME
1. NES. LLC
2. SPORTSPARK
TINs - 1 TINs found
NO. TIN NAME
1. 06-1363163 NES LLC
SPORTS PARK INC
SPORTSPARK
Business Profile
Executives: Current - 0 executive(s) found
Incorporation/SOS (1 active, 0 other)
NO. NAME FILING TYPE STATUS FILING FILING NO. STATE
DATE
For internal use only
SDNY_GM_00059843
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022667
EFTA_00 I 70393
EFTA01296989

Page 10
1. NES. LLC DOMESTIC LIMITED ACTIVE 08/27/2002 0724200 CT
COMPANY
Additional Details
Business Type: DOMESTIC LIMITED COMPANY
Business Status: ACTIVE
For Profit: Unknown
Foreign/Domestic: Domestic
Origin: State of CT
Filing History (most recent two years)
Filing Date Description
08/27/2002 ORGANIZATION
O eratin Locations - Showing 2 locations
NO. ADDRESS METRO AREA
1. Waterbury. CT
(Most Reseal Listing)
12/01/2013 - 06/13/2017
®(Business)
203-597-8813
fid (Most Recall Listing)
12/01/!013- 0&1312017
®(Business)
2. Bergen-Passaic, NJ
Sales - 0 record(s) found
Parent Company - 0 record(s) found
Industry Information
SIC NAIC
5139 Footwear 424340 Footwear Merchant Wholesalers
5311 Department Stores 448110 Men's Clothing Stores
5611 Men's & Boys' Clothing Stores 44814 Family Clothing Stores
5651 Family Clothing Stores 448140 Family Clothing Stores
5661 Shoe Stores 44821 Shoe Stores
9999 Nonclassifiable Establishments 448210 Shoe Stores
Industry Description: SPORTS MEMORABILIA
Business Description: NONCLASSIFIED ESTABLISHMENTS
Licenses - 0 licenses found
URLs - 0 URLs found
Bankruptcy (0 active, 0 closed)
Judgments/Liens (0 filings)
For internal use only
SDNY_GM_00059844
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-0022668
EFTA_0017 0394
EFTA01296990

Page 11
UCC Filings (1 debtor, 0 cred tor
NO. ROLE STATUS ORIG. ORIG. FILE JURISDICTI FILE TYPE
FILING NUMBER ON
DATE
1. Debtor Active 01/31/2013 0002918349 CT Initial Filing
Filing Office Information
UCC COMMERCIAL RECORDING DIVISION
Filing 1
Filing Number 0002918349
Filing Date: 01/31/2013
Filing Type: INITIAL FILING
Expiration: 01/31/2018
Debtor 1
1111
Secured Party Info 1
Collateral
INVENTORY ALL INCLUDING PROCEEDS AND
PRODUCTS:EQUIPMENT ALL INCLUDING PROCEEDS AND
PRODUCTS:ACCOUNT(S) ALL INCLUDING PROCEEDS AND
PRODUCTS;CHATTEL PAPER ALL INCLUDING PROCEEDS AND
PRODUCTS:NEGOTIABLEINSTRUMENTS ALL INCLUDING PROCEEDS
AND PRODUCTS;GENERAL INTANGIBLE(S) ALL INCLUDING
PROCEEDS AND PRODUCTS:COMPUTER EQUIPMENT ALL INCLUDING
PROCEEDS AND PRODUCTS:OIL, GAS AND MINERALS ALL
INCLUDING PROCEEDS AND PRODUCTS;FIXTURES ALL INCLUDING
PROCEEDS AND PRODUCTS;TIMBER ALL INCLUDING PROCEEDS
AND PRODUCTS
Real Property (0 current, 0 prior)
Personal Property (0 current, 0 prior)
Associates
Executives: Prior -1 prior executive(s) found
NO NAME I TITLE
For internal use only
SDNY_GM_000 59845
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022669
EFTA_00 I 70395
EFTA01296991

Page 12
1. Park. Sang MEMBER
ell Associated with Other Companies
Registered Agents -1 registered a en(sJfound
NO. NAME ADDRESS STATE DATE(S)
1. Kelly. Paul A Connecticut 08/27/2002 -
05/152017
Possible Employees - 0 current, 0 prior employees found
Person Associates - 0 other person associates found
Possible Connected Business - 42 businesses found
NO. NAME ADDRESS
1 NATIONAL EQUIPMENT SERVICES. I
2. NATIONS ENROLLMENT SYSTEMS LLC
3. NES
4. NES CO
5. NES COMPANY INC ■
6. NES COMPANY, INC.
7. NES GROUP INC
8. NES INC
9. NES INC
10. NES INC ■
11. NES LLC
12. NES LLC
13. NES LLC
14. NES LLC
For internal use only
SDNY_GM_00059846
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QPN(F DB-SDNY-0022670
EFTA_00 I 70396
EFTA01296992

Page 13
15. NES LLC
16. NES LLC
17. NES LLC
18. NES LLC
19. NES. LLC
20. NETWORK EQUIPMENT SERVICES, LL
21. NEW ENGLAND CITY SPORTS INC
22. NEW ENGLAND CITY SPORTS INC
23. NEW ENGLAND CITY SPORTS INC
24. NEW ENGLAND CITY SPORTS INC
25. NEW ENGLAND CITY SPORTS INC
26. NEW ENGLAND CITY SPORTS INC
27. NEW ENGLAND CITY SPORTS INC
28. NEW ENGLAND CITY SPORTS INC
29. NEW ENGLAND CITY SPORTS, INC
30. NEW ENGLAND SPRING INCORPORATE
31. NORTHEAST SERVICES COMPANY LLC
32. NUCLEAR ENERGY SERVICES, INC.
33. SPORTS PARK
For internal use only
SDNY_GM_00059847
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.ctit;IFNIF DB-SDNY-0022671
EFTA_00 I 70397
EFTA01296993

Page 14
34. SPORTS PARK ■
35. SPORTS PARK
36. SPORTS PARK INC
37. SPORTSPARK ■
38. SPORTSPARK
39. SPORTSPARK INC ■
40. SPORTSPARK INC ■
41. SPORTSPARK INC ■
42. SPORTSPARK, INC ■
Business Associates -1 business associates found
NO. NAME ADDRESS ROLE
1. WILSHIRE STATE BANK UCC
Sources
All Sources 33 Source Documents
Corporate Filings 1 Source Documents
UCC 1 Source Documents
Government Agency 19 Source Documents
Other Directories 4 Source Documents
Telco 7 Source Documents
Experian 1 Source Documents
Key:
SHigh Risk Indicator. These symbols may prompt you to investigate further.
Moderate Risk Indicator. These symbols may prompt you to investigate further.
t General Information Indicator. These symbols inform you that additional information is provided.
V The most recent telephone listing as reported by Electronic Directory Assistance.
*Wireless Phone Indicator. These symbols indicate a cell phone number.
el Residential Phone Indicator. These symbols indicate a residential phone number.
(i) Business Phone Indicator. These symbols indicate a business phone number.
t Shared Phone Indicator. These symbols indicate the phone number may be shared between wireless and landline
service.
For internal use only
SDNY_GM_00059848
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0022672
EFTA_00I 70398
EFTA01296994

Page 15
(e)
FAX Indicator. These symbols indicate a FAX number.
Government Phone Indicator. These symbols indicate a government phone number.
Important: The Pubic Records and commercially available data sources used on reports have errors. Data 16 sometimes entered poorly. processed
incorrectly and is generally not free from defect. This system should not be robed upon as definitively accurate. Before retying on any data this syslem
supplies. il should be independently verified For Secretary of State docu moots, the cottoning data is for information purposes only and is nol an official
record. Certified copies may be obtained kcal Thal individual slate's Department of State.
Your OPPA Permissible Use is: Debt Recovery/Fraud
Your GLBA Permissible Use is: Legal Compliance
Copyright O 2017 LextsNexis. a division of Reed Elsevier Inc. All Rights Reserved.
D& B:
Copyright 2017 Dun & B adstreet, Inc
dun l& bradstreet
Worldbase
May 6, 2017
NES, LLC
200 CHASE AVE
(registered address)
WATERBURY, CT 067042237
USA
COUNTY: NEW HAVEN
REGION: NORTH AMERICA
COMMUNICATIONS
TELEPHONE: 2035961323
COUNTRY CODE: 0001
CABLE TELEX: 20NMNNANP
COMPANY IDENTIFIERS
DUNS: 14-771-6950
COMPANY INFORMATION
For internal use only
SDNY_GM_00059849
.NEIDENTIAL
R.QP
CONFIDENTIAL - PURSUANT TO FED. DB-SDNY-0022673
EFTA_00 170399
EFTA01296995

Page 2
FOUNDED: 2004
LEGAL STATUS: Proprietorship
EMPLOYEES HERE: 2 - Actual
EMPLOYEES TOTAL: 2 - Actual
COMPANY TYPE: Private
EXECUTIVES
CEO:
SANG PARK, OWNER
DESCRIPTION
SHOE STORES
MARKET AND INDUSTRY
SIC CODES:
5661 - Ret shoes
CROSS REFERENCE:
. SPORTS PARK
LOAD-DATE: June 10, 2017
LEGAL RESULTS:
Court Cases:
There was no information found
For internal use only
SDNY_GM_00059850
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0022674
EFTA_00I70400
EFTA01296996