SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
(CUSIP Number)
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Avista Capital Partners, L.P.
65 East
55
th
Street, 18
th
Floor
New York, NY 10022
Telephone: (212) 593-6900
Attn: Ben Silbert,
Esq.
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a copy to:
Steven D. Rubin, Esq.
Gardere Wynne Sewell LLP
1000 Louisiana Street, Suite 3400
Houston, Texas 77002
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e),
ss.240.13d-1(f) or ss.240.13d-1(g), check the following box
¨
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
Page
1
of
7
SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avista Capital Partners,
L.P.
I.R.S. Identification No.: N/A
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
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(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,990,833
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,990,833
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
7,990,833
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
32.3%
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14
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TYPE OF REPORTING
PERSON
PN
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avista Capital Partners (Offshore),
L.P.
I.R.S. Identification No.: N/A
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
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(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Bermuda
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,107,026
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,107,026
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,107,026
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
10.3%
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14
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TYPE OF REPORTING
PERSON
PN
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avista Capital Partners GP,
LLC
I.R.S. Identification No.: N/A
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
10,097,859
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
10,097,859
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
10,097,859
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
38.5%
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14
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TYPE OF REPORTING
PERSON
PN
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Item 1. Security and Issuer.
This Amendment No. 13 amends the Statement on Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange
Commission (“Commission”) on September 13, 2006 by Avista Capital Partners, L.P., a Delaware limited partnership (“Avista”), Avista Capital Partners (Offshore), L.P. (“Avista Offshore”) and Avista Capital Partners GP,
LLC, a Delaware limited liability company (“Avista GP”), as amended by the Amendment No. 1 thereto (“Amendment No. 1”) filed on October 5, 2006, the Amendment No. 2 thereto (“Amendment No. 2”) filed on December 15,
2006, the Amendment No. 3 thereto (“Amendment No. 3”) filed on May 15, 2007, Amendment No. 4 thereto (“Amendment No. 4”) filed on July 18, 2007, the Amendment No. 5 thereto (“Amendment No. 5”) filed on September 12,
2007, the Amendment No. 6 thereto (“Amendment No. 6”) filed on January 16, 2008, the Amendment No. 7 thereto (“Amendment No. 7”) filed on July 28, 2008, the Amendment No. 8 thereto (“Amendment No. 8”) filed January 9,
2009, the Amendment No. 9 thereto (“Amendment No. 9”) filed February 5, 2009, the Amendment No. 10 thereto (“Amendment No. 10”) filed December 9, 2009, the Amendment No. 11 thereto (“Amendment No. 11”) filed December
23, 2009 and the Amendment No. 12 thereto (“Amendment No. 12”) filed December 16, 2010 all filed by the same parties (the “Filing Parties”).
The title and class of equity security to which this amendment to the Schedule 13D relates is the Common Stock, par value $.01 per share (the “Common Stock”), of Geokinetics Inc., a Delaware
corporation (“Geokinetics” or the “Company”). The principal executive offices of Geokinetics are located at One Riverway, Suite 2100 Houston, Texas 77056. The following amendments to the Schedule 13D are hereby made. Unless
otherwise define herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D or Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8,
Amendment No. 9, Amendment No. 10, Amendment No. 11 and/or Amendment No. 12.
Item 3. Source and Amount of Funds or Other
Consideration.
Pursuant to the Series B Preferred Stock Subscription and Exchange Agreement, by and among Geokinetics Inc.
(“Company”), Avista, Avista Offshore, and Levant America S.A. dated May 9, 2012, among other things, the holders (“Series B Holders”) of the Company’s Series B Senior Convertible Preferred Stock (“Old Series B Preferred
Stock”), exchanged their shares of Old Series B Preferred Stock for shares of the Series B-1 Senior Convertible Preferred Stock of the Company (“New Series B-1 Preferred Stock”) (the “Exchange”). The Exchange was consummated
to resolve certain technical legal questions relating to the prior issuance of and/or amendment to certain shares of the Old Series B Preferred Stock and to ensure that full legal effect is given to prior agreements between the Company and the
Series B Holders as more fully described in the Company’s Form 8-K filed May 11, 2012. In connection with the Exchange, the Company issued to the Series B Holders an equal number of shares of New Series B-1 Preferred Stock, the terms of which
are consistent with the terms of the Old Series B Preferred Stock, in exchange for the Old Series B Preferred Stock held by the Series B Holders.
Item 5. Interest in Securities of the Issuer.
(a)
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(1)
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Avista may be deemed to beneficially own in the aggregate 7,990,833 shares of Common Stock, comprised of 2,266,340 shares of Common Stock, 258,998 shares of the New
Series B-1 Preferred Stock which are convertible into 4,059,529 shares of Common Stock of the Company, and warrants to purchase 1,664,964 shares of Common Stock, collectively representing approximately 32.3% of the outstanding shares of Common
Stock. Of such shares, Avista has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,266,340 shares of Common Stock, 258,998 shares of the New Series B-1 Preferred Stock, and
1,664,964 shares of Common Stock which may be acquired upon the exercise of warrants as a result of the relationships described in paragraph (b) (1) and (2) below.
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(2)
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Avista Offshore may be deemed to beneficially own in the aggregate 2,107,026 shares of Common Stock, comprised of 597,614 shares of Common Stock, 68,290 shares of New
Series B-1 Preferred Stock which are convertible into 1,070,376 shares of Common Stock, and warrants to purchase 439,036 shares of Common Stock, collectively representing approximately 10.3% of the outstanding shares of the Common Stock. Of such
shares, Avista Offshore has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 597,614 shares of Common Stock, 68,290 shares of the New Series B-1 Preferred Stock, and 439,036 shares
of Common Stock which may be acquired upon the exercise of warrants as a result of the relationships described in paragraph (b) (1) and (3) below.
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(3)
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Avista GP may be deemed to beneficially own in the aggregate 10,097,859 shares of Common Stock, comprised of 2,863,954 shares of Common Stock, 327,288 shares of New
Series B-1 Preferred Stock which are convertible into 5,129,905 shares of Common Stock, and warrants to purchase 2,104,000 shares of Common Stock, collectively representing approximately 38.5% of the outstanding shares of Common Stock. Of such
shares, Avista GP has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,863,954 shares of Common Stock, 327,288 shares of the New Series B-1 Preferred Stock which are convertible
into 5,129,905 shares of Common Stock, and 2,104,000 shares of Common Stock which may be acquired upon the exercise of warrants as a result of the relationships described in paragraphs (b) (1), (2) and (3) below.
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(b)
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(1)
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Of the 2,863,954 shares of Common Stock, 327,288 shares of the New Series B-1 Preferred Stock which are convertible into 5,129,905 shares of Common Stock, and 2,104,000
shares of Common Stock which may be acquired upon the exercise of warrants for which Avista GP has shared voting and dispositive power, none of such securities are held of record by Avista GP. Avista holds of record 2,266,340 shares of Common Stock,
258,998 shares of the New Series B-1 Preferred Stock, and 1,664,964 shares of Common Stock which may be acquired upon the exercise of warrants (including the 2010 Warrants). Avista Offshore holds of record 597,614 shares of Common Stock, 68,290
shares of the New Series B-1 Preferred Stock, and 439,036 shares of Common Stock which may be acquired upon the exercise of warrants (including the 2010 Warrants). Avista GP is the sole general partner of Avista and Avista Offshore and, therefore,
may be deemed to be the beneficial owner of the shares of Common Stock, New Series B-1 Preferred Stock and Common Stock which may be acquired upon the exercise of warrants (including the 2010 Warrants) owned of record by Avista and Avista Offshore.
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(2)
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Of the 2,266,340 shares of Common Stock, 258,998 shares of the New Series B-1 Preferred Stock, and 1,664,964 shares of Common Stock which may be acquired upon the
exercise of warrants for which Avista has shared voting and dispositive power, all of such shares are held of record by Avista.
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(3)
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Of the 597,614 shares of Common Stock, 68,290 shares of the New Series B-1 Preferred Stock, and 439,036 shares of Common Stock which may be acquired upon the exercise
of warrants for which Avista Offshore has shared voting and dispositive power, all of such shares are held of record by Avista Offshore.
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Each of the Filing Parties expressly disclaims beneficial ownership with respect to any shares of Common Stock covered by this Statement (or shares of New Series B-1 Preferred Stock or warrants) not owned
of record by it.
(c) Since the filing of Amendment No. 12, the Filing Parties have received the following shares of Old
Series B Preferred Stock as quarterly dividend payments on shares of Old Series B Preferred Stock in the form of additional shares of Old Series B Preferred Stock, which has now been converted into New Series B-1 Preferred Stock.
Table I
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Date of Dividend
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Total Number of Shares
Received by Avista and
Avista
Offshore
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Number of Shares
Received
by Avista
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Number of Shares Received
by Avista Offshore
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3/15/2011
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7,071
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5,596
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1,475
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6/15/2011
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7,244
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5,733
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1,511
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9/15/2011
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7,421
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5,873
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1,548
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12/15/2011
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7,602
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6,016
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1,586
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3/15/2012
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7,786
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6,162
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1,624
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(d) The right to receive dividends on, and proceeds from the sale of, the shares of Common Stock, the New
Series B-1 Preferred Stock, and the warrants held of record by the applicable Filing Parties and beneficially owned by their respective sole general partner or members, as the case may be, described in paragraphs (a) and (b) above is governed by
their respective limited partnership agreements and limited liability regulations, as applicable, of each of such entities, and such dividends or proceeds may be distributed with respect to numerous general and limited partnership or membership
interests.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct.
Dated May 21, 2012
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AVISTA CAPITAL PARTNERS, L.P.
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By:
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AVISTA CAPITAL PARTNERS, GP, LLC,
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its general partner
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By:
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/s/ Ben Silbert
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Name: Ben Silbert
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Title: General Counsel
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct.
Dated May 21, 2012
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AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.
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By:
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AVISTA CAPITAL PARTNERS, GP, LLC,
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its general partner
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By:
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/s/ Ben Silbert
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Name: Ben Silbert
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Title: General Counsel
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct.
Dated May 21, 2012
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AVISTA CAPITAL PARTNERS GP, LLC
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By:
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/s/ Ben Silbert
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Name: Ben Silbert
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Title: General Counsel
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Grafico Azioni Geokinetics, Inc. (AMEX:GOK)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Geokinetics, Inc. (AMEX:GOK)
Storico
Da Mag 2023 a Mag 2024
