Bond CGGéo 5.875% ( XS1061175607 ) in EUR

Issuer CGGéo
Market price 100 %  ▲ 
Country  France
ISIN code  XS1061175607 ( in EUR )
Interest rate 5.875% per year ( payment 1 time a year)
Maturity 15/05/2020 - Bond has expired



Prospectus brochure of the bond CGG XS1061175607 in EUR 5.875%, expired


Minimal amount 100 000 EUR
Total amount 400 000 000 EUR
Detailed description CGG is a global geoscience technology company providing data, services, and equipment for the energy industry.

The Bond issued by CGGéo ( France ) , in EUR, with the ISIN code XS1061175607, pays a coupon of 5.875% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/05/2020







NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
400,000,000 5.875% Senior Notes due 2020
Guaranteed on a senior basis by certain subsidiaries
We are offering 400,000,000 principal amount of our 5.875% Senior Notes due 2020 (the "notes"). The notes will
mature on May 15, 2020. We will pay interest on the notes semi-annually in arrears each May 15 and November 15,
commencing on November 15, 2014. We may redeem all or part of the notes at any time on or after May 15, 2017 at the
redemption prices described in this offering circular. We may redeem up to 35% of the notes prior to May 15, 2017 using the
proceeds of certain equity offerings. At any time prior to May 15, 2017, we may redeem all or part of the notes at a
redemption price equal to 100% of the principal amount of the notes plus the applicable premium described in this offering
circular. We may also redeem all, but not less than all, of the notes at a redemption price equal to 100% of the principal
amount of the notes in the event of certain changes in tax laws. If we undergo a change of control, each holder may require us
to repurchase all or a portion of the notes at 101% of the principal amount thereof, plus accrued and unpaid interest.
The notes will be our senior unsecured obligations and will be initially guaranteed on a senior unsecured basis by certain
of our subsidiaries. The notes will rank equally in right of payment with all our other existing and future senior unsecured
indebtedness, including our other senior notes, and senior in right of payment to all our existing and future subordinated
indebtedness. The notes and the subsidiary guarantees will be effectively subordinated to all our secured obligations and all
secured obligations of our subsidiaries that guarantee the notes, including any indebtedness under our U.S. revolving facility
or French revolving facility, to the extent of the value of the collateral. The notes will also be effectively junior to all
obligations of our subsidiaries that do not guarantee the notes.
The notes will be represented on issuance by one or more global notes, which we expect will be delivered through
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), on or about April 23, 2014
(the "Issue Date").
Application has been made to admit the notes to listing on the Official List of the Luxembourg Stock Exchange and to
trading on the Euro MTF market ("Euro MTF"). This offering circular constitutes a Prospectus for the purpose of
Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended.
Investing in the notes involves risks. See "Risk Factors" beginning on page 14.
The notes and the guarantees of the notes have not been registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or the laws of any other jurisdiction, and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the
offering is being made only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in
compliance with Rule 144A under the Securities Act. You are hereby notified that the initial purchasers of the notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder. Outside
the United States, the offering is being made in reliance on Regulation S under the Securities Act. See "Notice to Investors",
"Notice to New Hampshire Residents" and "Transfer and Selling Restrictions" for additional information about eligible
offerees and transfer restrictions.
Price for the notes: 100.000%
plus accrued interest, if any, from April 23, 2014
Global Coordinators and Joint Physical Bookrunners
BNP PARIBAS
Credit Suisse
Joint Bookrunners
Crédit Agricole
HSBC
Natixis
Société Générale
CIB
Corporate &
Investment Banking
The date of this offering circular is April 23, 2014.


TABLE OF CONTENTS
Page
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
i
AVAILABLE OF INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
PRESENTATION OF INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
OFFERING CIRCULAR SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
DESCRIPTION OF CERTAIN INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162
TRANSFER AND SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
164
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
INDEPENDENT REGISTERED ACCOUNTING FIRMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
180
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
You should rely only on the information contained in this document or to which we have referred you.
We have not authorized anyone to provide you with information that is different. This document may only
be used where it is legal to sell these securities and may only be used for the purposes for which it has been
published. The information in this document may only be accurate on the date of this document.
In connection with the offering of the notes, BNP Paribas may over-allot or effect transactions for a
limited period of time with a view to supporting the market price of the notes at a level higher than that
which might otherwise prevail. However, BNP Paribas is not obliged to do this. Such stabilizing, if
commenced, may be discontinued at any time, and must be brought to an end after a limited period.
NOTICE TO INVESTORS
CGG, having made all reasonable inquiries, confirms to the best of its knowledge, information and belief that
the information contained in this offering circular with respect to CGG and its consolidated subsidiaries and
affiliates taken as a whole and the notes offered hereby is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed in this document are honestly held and that there are no other
facts the omission of which would make this offering circular as a whole misleading in any material respect. Subject
to the following paragraphs, CGG accepts responsibility for the information contained in this offering circular.
We are providing this offering circular only to prospective purchasers of the notes. You should read this
offering circular before making a decision whether to purchase any notes. You must not use this offering circular
for any other purpose or disclose any information in this offering circular to any other person.
This offering circular does not constitute an offer to sell or an invitation to subscribe for or purchase any of
the notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is
unlawful to make such an offer or invitation. No action has been, or will be, taken to permit a public offering in
any jurisdiction where action would be required for that purpose. Accordingly, the notes may not be offered or
sold, directly or indirectly, and this offering circular may not be distributed, in any jurisdiction except in
accordance with the legal requirements applicable to such jurisdiction. You must comply with all laws that apply
i


to you in any place in which you buy, offer or sell any notes or possess this offering circular. You must also
obtain any consents or approvals that you need in order to purchase, offer or sell any notes or possess or
distribute this offering circular. We and the initial purchasers are not responsible for your compliance with any of
the foregoing legal requirements.
We are relying on exemptions from registration under the Securities Act for offers and sales of securities
that do not involve a public offering. By purchasing notes, you will be deemed to have made the
acknowledgments, representations, warranties and agreements set forth under "Transfer and Selling Restrictions"
in this offering circular.
We are not, the initial purchasers are not, and none of our or the initial purchasers' respective
representatives are making an offer to sell the notes in any jurisdiction except where an offer or sale is permitted.
You should understand that you will be required to bear the financial risks of your investment for an indefinite
period of time. This offering circular is being furnished by us in connection with an offering exempt from
registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the
purchase of the notes. This offering circular is based on information provided by us and by other sources that we
believe are reliable. We cannot assure you that this information is accurate or complete. The initial purchasers
named in this offering circular make no representation or warranty, express or implied, as to the accuracy or
completeness of such information, and nothing contained in this offering circular is, or shall be relied upon as, a
promise or representation by the initial purchasers with respect to the notes as to the past or the future.
The Bank of New York Mellon Trust Company, National Association, in each of its capacities including,
but not limited to, Trustee, and the Bank of New York Mellon, London Branch, as Paying Agent, have not
participated in the preparation of this offering circular and assumes no responsibility for its content.
The information contained in this offering circular speaks as of the date hereof. Neither the delivery of this
offering circular at any time after the date of publication nor any subsequent commitment to purchase the notes
shall, under any circumstances, create an implication that there has been no change in the information set forth in
this offering circular or in our business since the date of this offering circular.
We are not, the initial purchasers are not, and none of our or the initial purchasers' respective
representatives are making any representation to you regarding the legality of an investment in the notes by you
under any legal, investment or similar laws or regulations. You should not consider any information in this
offering circular to be legal, financial, business, tax or other advice. You should consult your own attorney,
business advisor and tax advisor for legal, financial, business and tax and related aspects of an investment in the
notes. You are responsible for making your own examination of us and our business and your own assessment of
the merits and risks of investing in the notes.
You should contact the initial purchasers with any questions about this offering or if you require additional
information to verify the information contained in this offering circular.
Neither the U.S. Securities and Exchange Commission (the "Commission" or the "SEC") nor any state
securities commission has approved or disapproved of these securities or determined if this offering circular is
truthful or complete. Any representation to the contrary is a criminal offence.
Interests in the notes will be available initially in book-entry form. We expect that the notes sold will be
issued in the form of one or more global notes. The global notes sold in reliance on Regulation S under the
Securities Act ("Regulation S") will be represented by one or more global notes in registered form (the
"Regulation S Global Notes"). The global notes sold in reliance on Rule 144A under the Securities Act ("Rule
144A") will be represented by one or more global notes in registered form without interest coupons attached (the
"Rule 144A Global Notes" and, together with the Regulation S Global Notes, the "Global Notes"). The Global
Notes will be deposited, on the Issue Date, with, or on behalf of, a common depositary for the accounts of
Euroclear and Clearstream and registered in the name of the nominee of the common depositary. Transfers of
interests in the Global Notes will be effected through records maintained by Euroclear and Clearstream and their
respective participants. The notes will not be issued in definitive registered form except under the circumstances
described in "Book-Entry, Delivery and Form."
This offering circular sets out the procedures of Euroclear and Clearstream in order to facilitate the original
issue and subsequent transfers of interests in the notes among participants of Euroclear and Clearstream.
However, neither Euroclear nor Clearstream is under any obligation to perform or continue to perform such
ii


procedures and such procedures may be modified or discontinued by any of them at any time. We will not, nor
will any of our agents, have responsibility for the performance of the respective obligations of Euroclear,
Clearstream or their respective participants under the rules and procedures governing their operations, nor will
we or our agents have any responsibility or liability for any aspect of the records relating to, or payments made
on account of, book-entry interests held through the facilities of any clearing system or for maintaining,
supervising or reviewing any records relating to these book-entry interests. Investors wishing to use these
clearing systems are advised to confirm the continued applicability of their rules, regulations and procedures.
We reserve the right to withdraw this offering of the notes at any time. We and the initial purchasers also
reserve the right to reject any offer to purchase the notes in whole or in part for any reason or no reason and to
allot to any prospective purchaser less than the full amount of the notes sought by it. The initial purchasers and
certain of their respective related entities may acquire, for their own accounts, a portion of the notes.
This offering circular has not received the visa of the French Autorité des Marchés Financiers ("AMF") and
accordingly may not be used in connection with any offer or sale of the notes to the public in France.
We have not published a prospectus in relation to the notes pursuant to Directive 2003/71/EC (together with
any applicable implementing measures in any Member State of the European Economic Area ("EEA"), the
"Prospectus Directive") and are offering the notes only in those Member States that have implemented the
Prospectus Directive in reliance on exemptions from the obligation to publish a prospectus provided in
Article 3(2) of the Prospectus Directive. Neither we nor the initial purchasers have authorized, nor do they
authorize, the making of any offer of notes through any financial intermediary, other than offers made by the
initial purchasers which constitute the final placement of notes contemplated in this offering circular.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
Each purchaser of the notes from the initial purchasers will be furnished with a copy of this offering circular
and any related amendments or supplements. While any of the notes remain outstanding, we will make available,
upon request, to any holder and any prospective purchaser thereof the information required by Rule 144A(d)(4)
under the Securities Act during any period in which we are not subject to the information reporting requirements
of the Exchange Act or exempt pursuant to Rule 12g3-2(b) under the Exchange Act. You may request this
information by writing or telephoning us at the following address: CGG, Tour Maine-Montparnasse, 33 avenue
de Maine, BP 191, 75755 Paris CEDEX 15, France, Attention: Investor Relations Officer, Telephone:
(33) 1 64 47 45 00.
We are subject to the reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act")
applicable to foreign private issuers. In accordance with the Exchange Act, we electronically file reports,
including annual reports on Form 20-F and interim reports on Form 6-K, and other information with the
Commission. We have undertaken to the holders of the notes that we will submit certain quarterly financial
information to the Commission.
You can inspect and copy these reports, and other information, without charge, at the Public Reference
Room of the Commission located at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on
iii


the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
also maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the Commission.
In addition, you can inspect materials filed by CGG at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, on which American Depositary Shares representing shares of our
common stock are listed. As a foreign private issuer, we are not subject to the proxy rules under Section 14 or the
short-swing insider profit disclosure rules under Section 16 of the Exchange Act.
Copies of our annual reports for 2011, 2012 and 2013, the current constitutive documents of CGG, the
indenture governing the notes and copies of the most recently published report and consolidated and
non-consolidated financial statements of CGG will, for so long as the notes are listed on the Luxembourg Stock
Exchange, be available free of charge during usual business hours on any weekday (except Saturdays, Sundays
and public holidays) at the specified offices of the listing agent in Luxembourg. We publish a quarterly
consolidated statement of operations, statement of cash flow and balance sheet, each of which will be delivered
to, and copies of which may be obtained free of charge from, the specified offices of the listing agent in
Luxembourg. We do not publish interim non-consolidated statements. All published interim statements are
unaudited.
PRESENTATION OF INFORMATION
In this offering circular, references to "United States" or "U.S." are to the United States of America,
references to "US dollars", "dollars" or "US$" are to United States dollars, references to "France" are to the
Republic of France, references to "NOK" are to Norwegian kroner and references to "euro" or "" are to the
single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to
the Treaty establishing the European Union.
As used in this offering circular "CGG", "the Group", "we", "us" and "our" refer to CGG SA and its
subsidiaries, except as otherwise indicated.
References to the "Acquisition" or the "Geoscience Acquisition" are to our acquisition of most of the
Geoscience Division of Fugro N.V. ("Fugro"), including Fugro-Geoteam, Fugro Seismic Imaging, Fugro
Geophysical and Geological Services and De Regt Marine Cables, as well as all related entities and assets, but
excluding Fugro's multi-client library and OBN activity. References to the "Seabed JV" are to the joint venture
between us and Fugro specializing in shallow water and ocean bottom systems.
References to "senior notes" are to our 9 1/2% Senior Notes due 2016, 7 3/4% Senior Notes due 2017 and
6 1/2% Senior Notes due 2021 and the notes offered hereby. References to the "U.S. revolving facility" are to the
US$165 million revolving credit facility under our senior secured credit agreement dated July 31, 2013, as
amended. References to the "French revolving facility" are to the US$325 million revolving credit facility under
our senior secured French-law revolving credit agreement dated July 31, 2013, as amended. References to the
"term loan and revolving facilities" are to the US$200 million term loan and revolving facilities agreement dated
July 1, 2013.
In addition:
·
"Geoscience Division" refers to Fugro-Geoteam, Fugro Seismic Imaging, Fugro Geophysical and
Geological Services and De Regt Marine Cables, as well as all related entities and assets, but excluding
Fugro's multi-client library and OBN activity;
·
"OBC" refers to Ocean bottom cable;
·
"OBN" refers to Ocean bottom nodes;
·
"Seabed JV" refers to the joint venture between us and Fugro specializing in shallow water and ocean
bottom systems; and
·
"SPA" refers to the Sale and Purchase Agreement between us and Fugro dated September 24, 2012.
Unless otherwise indicated, statements in this offering circular relating to market share, ranking and data are
derived from management estimates based, in part, on independent industry publications, reports by market
research firms or other published independent sources. Any discrepancies in any table between totals and the
sums of the amounts listed in such table are due to rounding.
iv


The information set out in relation to sections of this offering circular describing clearing and settlement
arrangements, including the sections entitled "Book-Entry, Delivery and Form", is subject to any change or
reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in effect. While we
accept responsibility for accurately summarizing the information concerning Euroclear and Clearstream, we
accept no further responsibility in respect of such information. In addition, this offering circular contains
summaries believed to be accurate with respect to certain documents, but reference is made to the actual
documents for complete information. All such summaries are qualified in their entirety by such reference. Copies
of documents referred to herein will be made available to prospective investors upon request to us.
PRESENTATION OF FINANCIAL INFORMATION
Effective January 1, 2012, we changed the presentation currency of our consolidated financial statements
from the euro to the US dollar to better reflect the profile of our revenues, costs and cash flows, which are
primarily generated in US dollars, and hence, to better present the financial performance of the Group. As a
change in presentation currency is a change of accounting policy, all comparative financial information has been
restated into US dollars in this offering circular.
Effective January 1, 2013, we applied IAS 19 revised -- Employees benefits. As a result, and as the
application of this new standard is a change of accounting policy, all comparative financial information contained
herein, starting from 2009, has been restated to present comparative amounts for each period presented as if the
new accounting policy had always been applied.
In February 2013, our audit committee recommended streamlining the audit and to retain Ernst & Young et
Autres as sole certifying registered accountant, while recommending to the Board of Directors to have Ernst &
Young et Autres and Mazars re-appointed by the 2013 shareholders' general meeting as joint statutory auditors
for domestic reporting purposes of the Group as a public company in France. This recommendation was endorsed
and implemented by the Board of Directors on February 27, 2013.
FORWARD-LOOKING STATEMENTS
This offering circular includes "forward-looking statements" within the meaning of the federal securities
laws, which involve risks and uncertainties, including, without limitation, certain statements made in the sections
entitled "Our Business" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations". You can identify forward-looking statements because they contain words such as "believes",
"expects", "may", "should", "seeks", "approximately", "intends", "plans", "estimates", or "anticipates" or
similar expressions that relate to our strategy, plans or intentions. These forward-looking statements are subject
to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially
from those that we expected. We have based these forward-looking statements on our current views and
assumptions about future events. While we believe that our assumptions are reasonable, we caution that it is very
difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that
could affect our actual results. All forward-looking statements are based upon information available to us on the
date of this offering circular.
Important factors that could cause actual results to differ materially from our expectations ("cautionary
statements") are disclosed under "Risk Factors" and elsewhere in this offering circular, including, without
limitation, in conjunction with the forward-looking statements included in this offering circular. All forward-
looking information in this offering circular and subsequent written and oral forward-looking statements
attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary
statements. Some of the factors that we believe could affect our actual results include:
·
the impact of the current economic and credit environment, including on our customers and suppliers;
·
the social, political and economic risks of our global operations;
·
our ability to integrate successfully the businesses or assets we acquire;
·
the risks associated with activities operated through joint-ventures in which we hold a minority interest;
·
any write-downs of goodwill on our balance sheet;
·
our ability to sell our seismic data library;
·
exposure to foreign exchange rate risk;
·
our ability to finance our operations on acceptable terms;
v


·
the impact of fluctuations in fuel costs on our marine acquisition business;
·
the weight of intra-group production on our results of operations;
·
the timely development and acceptance of our new products and services;
·
difficulties and costs in protecting intellectual property rights and exposure to infringement claims by
others;
·
our ability to attract and retain qualified employees;
·
ongoing operational risks and our ability to have adequate insurance against such risks;
·
the level of capital expenditures by the oil and gas industry and changes in demand for seismic
products and services;
·
our clients' ability to unilaterally delay or terminate certain contracts in our backlog;
·
the effects of competition;
·
difficulties in adapting our fleet to changes in the seismic market;
·
high level of fixed costs that are incurred regardless of business activity;
·
the seasonal nature of our revenues;
·
the costs of compliance with governmental regulation, including environmental, health and safety laws;
·
our substantial indebtedness and the restrictive covenants in our debt agreements;
·
our ability to access the debt and equity markets during the periods covered by the forward-looking
statements, which will depend on general market conditions and on our credit ratings for our debt
obligations;
·
exposure to interest rate risk; and
·
our success at managing the foregoing risks.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. We caution you that the foregoing list of important factors may not
contain all of the material factors that are important to you. In addition, in light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this offering circular might not occur. When considering
forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in
this offering circular, including those described in the "Risk Factors" section of this offering circular.
vi


OFFERING CIRCULAR SUMMARY
This offering circular summary highlights selected information from this offering circular to help you
understand our business and the terms of the notes. You should carefully read all of this offering circular,
including the consolidated financial statements and related notes, to understand fully our business and the terms
of the notes, as well as some of the other considerations that may be important to you in making your investment
decision. You should pay special attention to the "Risk Factors" section of this offering circular to determine
whether an investment in the notes is appropriate for you.
CGG
We are a global participant in the geoscience industry, as a manufacturer of geophysical equipment, as a
provider of marine, land and airborne data acquisition services, and as a provider of a wide range of other
geoscience services, including data imaging, seismic data characterization, geoscience and petroleum engineering
consulting services, and collecting, developing and licensing geological data. Our clients are principally in the oil
and gas exploration and production industry.
We have more than 100 years of combined operating experience (through CGG, Veritas and Fugro
Geoscience) and a recognized track record of technological leadership in the science of geophysics and geology.
We believe we are well placed to capitalize on the growing importance of seismic and geoscience technologies to
enhance the exploration and production performance of our broad base of clients, which includes independent,
international and national oil companies.
CGG SA is the parent company of the CGG Group. We are a société anonyme incorporated under the laws
of the Republic of France, registered at the Paris Commercial Registry under number 969 202 241 and operating
under the French Commercial Code. Our registered office is at Tour Maine Montparnasse, 33, avenue du Maine,
75015 Paris, France. Our telephone number is (33) 1 64 47 45 00.
Our Business
The following is an overview of the business activities of our Equipment, Acquisition and Geology,
Geophysics and Reservoir (GGR) business segments.
The following table sets forth our consolidated operating revenues by activity in millions of dollars and the
total percentage of consolidated operating revenues represented thereby, for the periods indicated:
Year ended December 31,
2012
2011
2013
(restated)
(restated)
(In millions of US dollars)
Marine Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,786
1,310
1,073
Land and Airborne Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
440
568
445
Acquisition Division Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,226
1,878
1,518
Multi-client, Basin data and Data Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
585
472
497
Imaging and Reservoir . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
711
478
442
Geology, Geophysics & Reservoir Division Revenues . . . . . . . . . . . . . . . . . . . . . .
1,296
950
939
Equipment Division Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,045
1,204
1,142
Eliminated production and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(801)
(621)
(418)
Total Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,766
3,411
3,181
1


The following table sets forth our consolidated operating revenues by region in millions of dollars and the
total percentage of consolidated operating revenues represented thereby, for the periods indicated:
Year ended December 31,
2012
2011
2013
(restated)
(restated)
MUS$
%
MUS$
%
MUS$
%
North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
872
23%
730
21%
705
22%
Central and South Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
310
8%
500
15%
641
20%
Europe Africa and Middle East . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,666
45% 1,246
37% 1,134
36%
Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
918
24%
935
27%
701
22%
Total Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,766
100% 3,411
100% 3,181
100%
The Group's clients can be broadly categorized as national oil companies, international oil companies (the
"Majors") and independent companies. In 2013, our top two clients represented respectively 5.1% and 3.9% of
consolidated revenues, respectively.
Acquisition Division
Our Acquisition Division encompasses our geophysical acquisition services offering, including land,
marine, airborne and seabed, being operated either directly or through joint ventures. Our worldwide crews
operate in all environments. In land and marine environments, they use the latest geophysical equipment
manufactured by Sercel.
Marine Acquisition Business Line
With a fleet of 21 seismic vessels at the end of 2013, we provide a complete range of marine seismic 2D and
3D services, focusing mainly on the Gulf of Mexico, the North Sea, West Africa and Brazil, as well as the Asia
Pacific region. We also deliver marine seismic contract data acquisition in "frontier" areas and are a pioneer in
the Arctic basin, offshore Eastern Africa and in the Black Sea. CGG provides both marine seismic contract data
acquisition and multi-client surveys. Since the acquisition of Fugro's geoscience activities, we also provide
inhouse acquisition and data processing of marine magnetic, gravity and bathymetry in conjunction with seismic
surveys or on a stand-alone basis.
Land and Airborne Acquisition Business Lines
Land acquisition is principally focused on the acquisition and onsite processing of seismic data acquired on
land areas. We are one of the main land seismic acquisition contractors operating worldwide, especially in North
America and the Middle East, and particularly in areas requiring specific technologies, Health, Safety and
Environment ("HSE") excellence and operational expertise. Our operation in Artic areas, transition zones and
high-resolution crews market in North Africa and the Middle East are good examples of our positioning. We now
intend to focus on technological differentiation.
Airborne acquisition is principally focused on the acquisition, processing and interpretation of airborne
geophysical data on land or offshore, all over the world. We are the largest airborne acquisition contractor,
operating worldwide and offering a diverse portfolio of airborne geophysical technologies, with particular
emphasis and expertise in electromagnetics and gravity. Our activities are conducted out of operational centers
located in Canada, Brazil, South Africa and Australia, and are based on a foundation of HSE excellence.
Land and airborne surveys are performed through exclusive contract activity or non-exclusive multi-client
activity. In 2013, we operated an average of 22 active land crews performing 3D and 2D seismic surveys
(19 crews dedicated to exclusive contract surveys and three dedicated to non-exclusive surveys), and a fleet of
29 airplanes since the integration of airborne activities on September 2, 2013. The description of 2013 airborne
activities below reflects only the period of September to December.
Geology, Geophysics & Reservoir Division
With its worldwide footprint, our GGR Division encompasses several activities ranging from developing
and licensing multi-client seismic surveys, to processing seismic data, selling seismic data processing and
2


reservoir characterization software (under the geovation, Hampson-Russell and Jason brands), providing
geoscience and petroleum engineering consulting services, collecting, developing and licensing geological data
(through Robertson) and providing data management services and software to our clients. With an extended
scope of competencies, our GGR Division plays a key role in identifying and developing integrated services that
we can offer to our clients as a full geoscience company.
On January 31, 2013, we acquired the Geoscience Division of Fugro, adding the Robertson, Jason and Data
Management Services Business Lines to the GGR Division.
Equipment
We conduct our equipment development and production operations through Sercel and its subsidiaries.
Sercel is the market leader in the development and production of seismic equipment in the land and marine
seismic markets. Sercel makes most of its sales to purchasers other than CGG. As of December 31, 2013, Sercel
operated seven seismic equipment manufacturing facilities, located in Nantes and Saint Gaudens in France,
Houston and Tulsa in the United States of America, Alfreton in England, Krimpen aan de Lek in The
Netherlands and Singapore. In China, Sercel operates through Hebei Sercel-JunFeng Geophysical Prospecting
Equipment Co. Ltd. ("Sercel-Junfeng"), based in Hebei, in which Sercel has a 51% equity stake. In addition, four
sites in Toulouse, Les Ulis, Toulon and Brest (France) are dedicated to borehole tools (for the first two sites),
marine sources and submarine acoustic instrumentation, respectively.
Industry Conditions
Both oil and gas market operators and major consumer countries are becoming increasingly aware of the
growing imbalance between hydrocarbon supply and demand. This was reflected in a very significant and
continuous increase in energy prices, coupled with a widely held conviction that there would be a need to
produce oil and gas in a sustained manner over the long term in order to meet global demand. Rates at which oil
reserves are being replenished have fallen short of being able to replace, year on year, the quantities of
subsurface hydrocarbons extracted and consumed or to compensate for the natural depletion of reserves in the
ground. The need to discover new reserves and to seek to recover the quantities of oil and gas in place as
carefully as possible led, except in 2009, to several years of high levels of investment in Exploration &
Production and, by extension, to favorable long-term prospects for the geophysics market.
Since 2010, Exploration & Production investments have grown annually on a double-digit basis, despite the
manifestation over the period of certain major risks to which these activities are exposed, in particular:
·
the technological risk associated with the Deepwater Horizon platform accident in the Gulf of Mexico;
·
the geopolitical risk associated with the "Arab spring" uprising in North Africa in 2011, and the
subsequent political changes in Libya and Egypt;
·
risks related the rapid growth of unconventional shale hydrocarbons production in North America since
2011, which significantly modifies the worldwide equation of supply and demand given the current
weight of the North American consumption;
·
general economic risks associated with slower growth in 2013 of certain key consumer countries as
Brazil and China.
2013 has been a contrasted year with growth in both the oil services segment and, consequently, the seismic
sector, which then significantly slowed down during the year mostly because major oil companies decided not to
pursue certain exploration-production projects and more generally to cut investments in Exploration &
Production to improve their cash generation on a short-term basis. This trend must be assessed more generally in
an environment where exploration-production projects have become more costly because of their complexity,
while the oil and gas prices have remained relatively stable and the oil and gas companies are under continuous
pressure to keep a sustained level of dividends for their shareholders.
Longer term, we believe that the outlook for a fully integrated geoscience company is fundamentally
positive for a number of reasons:
·
First, oil and gas companies (including both international and national oil companies) and the large oil
and gas consuming nations have perceived a growing and potentially lasting imbalance between
3