Obligation CGG Global 8.75% ( USF1704UAJ37 ) en USD

Société émettrice CGG Global
Prix sur le marché refresh price now   102.27 %  ⇌ 
Pays  France
Code ISIN  USF1704UAJ37 ( en USD )
Coupon 8.75% par an ( paiement semestriel )
Echéance 31/03/2027



Prospectus brochure de l'obligation CGG S.A USF1704UAJ37 en USD 8.75%, échéance 31/03/2027


Montant Minimal 200 000 USD
Montant de l'émission 500 000 000 USD
Cusip F1704UAJ3
Notation Standard & Poor's ( S&P ) B- ( Très spéculatif )
Notation Moody's N/A
Prochain Coupon 15/10/2025 ( Dans 89 jours )
Description détaillée CGG est une société mondiale de géosciences spécialisée dans l'acquisition, l'imagerie, la processing et l'interprétation de données sismiques pour l'exploration et la production d'hydrocarbures et d'énergies renouvelables.

L'Obligation émise par CGG Global ( France ) , en USD, avec le code ISIN USF1704UAJ37, paye un coupon de 8.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2027
L'Obligation émise par CGG Global ( France ) , en USD, avec le code ISIN USF1704UAJ37, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







CGG S.A.
US$500,000,000 8.75% Senior Secured Notes due 2027
585,000,000 7.75% Senior Secured Notes due 2027
Guaranteed on a senior basis by certain of its subsidiaries
We are offering (the "Offering") US$500,000,000 aggregate principal amount of our 8.75% senior secured notes due 2027 (the "Dollar Notes")
and 585,000,000 aggregate principal amount of our 7.75% senior secured notes due 2027 (the "Euro Notes" and, together with the Dollar Notes,
the "Notes"), issued by CGG S.A. (the "Issuer") and guaranteed on a senior secured basis by certain of our subsidiaries. We intend to use the net
proceeds from this offering, together with cash on hand, to (i) repurchase the Existing First Lien Notes by way of the Tender Offer, (ii) with
respect to the Existing First Lien Notes that are not repurchased in the Tender Offer, satisfy and discharge and subsequently redeem in full the
remaining Existing First Lien Notes, and (iii) satisfy and discharge and subsequently redeem in full the Existing Second Lien Notes (each as
defined herein). See "Use of Proceeds".
The Notes will be issued pursuant to an indenture (the "Indenture") to be dated as of the Issue Date, among, inter alios, the Issuer and BNY
Mellon Corporate Trustee Services Limited, as trustee (the "Trustee") and The Bank of New York Mellon, London Branch, as security agent (the
"Security Agent"). The Notes will mature on April 1, 2027. We will pay interest on the Notes semi-annually in arrears on each April 15 and
October 15, commencing on October 15, 2021. We may redeem all or part of the Notes at any time on or after April 1, 2024 at the redemption
prices described in this offering memorandum, in each case plus accrued and unpaid interest, if any. At any time prior to April 1, 2024, we may
redeem all or part of the Notes at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any,
and the applicable make-whole premium described in this offering memorandum. In addition, at any time prior to April 1, 2024, we may, during
any 12-month period commencing from the Issue Date (as defined herein), redeem up to 10% of the aggregate principal amount of the Notes
(calculated after giving effect to the issuance of any additional Notes) at a redemption price equal to 103% of the principal amount of the Notes,
plus accrued and unpaid interest, if any. Prior to April 1, 2024, we may also redeem up to 40% of the original aggregate principal amount of each
of the Dollar Notes and the Euro Notes (including the principal amount of any additional Dollar Notes or Euro Notes issued) with the net cash
proceeds from certain equity offerings at the redemption prices specified in this offering memorandum. 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, if any. See "Description of the Notes--Optional Redemption".
The Notes will be our senior secured obligations. On the Issue Date, the Notes will be guaranteed on a senior secured basis (the "Issue Date
Guarantees") by CGG Holding (U.S.) Inc., CGG Services (U.S.) Inc. and CGG Land (U.S.) Inc. (the "Issue Date Guarantors") and, on a date (the
"Post-Issue Date") occurring not later than 90 days after the Issue Date, the Notes will additionally be guaranteed on a senior secured basis (the
"Post-Issue Date Guarantees") by CGG Holding B.V., Sercel-GRC Corp., Sercel Inc., CGG Services (UK) Limited, CGG Services (Norway) AS
and CGG do Brasil Participações (the "Post-Issue Date Guarantors"). On the Issue Date, the Notes and the Issue Date Guarantees will be secured
by the Issue Date Collateral (as defined herein) and, on the Post-Issue Date, the Notes and the Guarantees (as defined herein) will be additionally
secured by the Post-Issue Date Collateral (as defined herein). The Guarantees will be senior obligations of the Guarantors (as defined herein) and
will rank equally in right of payment to all of the Guarantors' existing and future senior indebtedness and will rank senior to all of the Guarantors'
future indebtedness that is subordinated in right of payment to the Guarantees. The Collateral (as defined herein) will also secure the Revolving
Credit Facility (as defined herein) on a super senior basis pursuant to the Intercreditor Agreement (as defined herein). The Revolving Credit
Facility will also be guaranteed by the Guarantors. In the event of an enforcement of the Collateral, the holders of the Notes will receive proceeds
from such Collateral only after the lenders under the Revolving Credit Facility and holders of other indebtedness that is permitted to be secured
on a super priority basis have been repaid in full. The validity and enforceability of the Guarantees and the security interests and the liability of
each Guarantor will be subject to significant limitations as described in "Limitations on Validity and Enforceability of the Security Interests and
Guarantees and Certain Insolvency Law Considerations".
The Notes will be represented on issuance by one or more global notes. See "Book-entry, Delivery and Form". The Euro Notes are expected to be
delivered in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), and the Dollar Notes
are expected to be delivered in book-entry form through The Depository Trust Company ("DTC"), in each case on or about April 1, 2021 (the
"Issue Date").
There is currently no public market for the notes. 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 memorandum constitutes a prospectus for the purpose of
Part IV of the Luxembourg law for securities dated 16 July 2019.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 20.
The Notes and the Guarantees have not been and will not be 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 to non-U.S. persons in reliance on Regulation S
under the Securities Act. See "Notice to Investors" and "Transfer and Selling Restrictions" for additional information about eligible
offerees and transfer restrictions.
Issue Price for the Dollar Notes: 100.000%
Issue Price for the Euro Notes: 100.000%
plus accrued interest, if any, from the Issue Date.
Global Coordinators and Joint Physical Bookrunners
Goldman Sachs
Morgan Stanley
Global Coordinators and Joint Bookrunners
Barclays
J.P. Morgan
The date of this offering memorandum is March 18, 2021


TABLE OF CONTENTS
Page
OFFERING MEMORANDUM SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
SUMMARY OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
SUMMARY FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
OPERATING AND FINANCIAL REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
140
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
239
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
244
CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
249
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
251
TRANSFER AND SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
254
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE SECURITY INTERESTS AND
GUARANTEES AND CERTAIN INSOLVENCY LAW CONSIDERATIONS . . . . . . . . . . . . . . . . . . . .
261
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
306
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
311
You should rely only on the information contained or incorporated by reference 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, Morgan Stanley & Co. LLC (in respect of the Dollar Notes) and Goldman
Sachs Bank Europe SE (in respect of the Euro Notes) (together, the "Stabilizing Managers") 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, the Stabilizing Managers are 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.
i


NOTICE TO INVESTORS
The Issuer, having made all reasonable inquiries, confirms to the best of its knowledge, information and belief
that the information contained in this offering memorandum with respect to the Issuer 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 memorandum as a whole misleading
in any material respect. Subject to the following paragraphs, the Issuer accepts responsibility for the information
contained in this offering memorandum.
We are providing this offering memorandum only to prospective purchasers of the Notes. You should read this
offering memorandum before making a decision whether to purchase any Notes. You must not use this offering
memorandum for any other purpose or disclose any information in this offering memorandum to any other
person.
This offering memorandum 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 memorandum 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
to you in any place in which you buy, offer or sell any Notes or possess this offering memorandum. 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 memorandum. 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 acknowledged that:
·
you have reviewed this offering memorandum;
·
you have made the acknowledgments, representations, warranties and agreements set forth under "Transfer
and Selling Restrictions" in this offering memorandum;
·
you have had an opportunity to request, receive and review additional information that you need from the
Issuer; and
·
the Initial Purchasers named in this offering memorandum make no representation or warranty, express or
implied, as to the accuracy or completeness of such information, and nothing contained in this offering
memorandum 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.
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 memorandum 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 memorandum 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.
None of BNY Mellon Corporate Trustee Services Limited, The Bank of New York Mellon, London Branch, The
Bank of New York Mellon SA/NV, Dublin Branch, The Bank of New York Mellon SA/NV, Paris Branch nor
The Bank of New York Mellon SA/NV, Luxembourg Branch in any of their capacities have participated in the
preparation of this offering memorandum or assumes any responsibility for its content.
The information contained in this offering memorandum speaks as of the date hereof. Neither the delivery of this
offering memorandum 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 memorandum or in our business since the date of this offering memorandum.
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
ii


legal, investment or similar laws or regulations. You should not consider any information in this offering
memorandum 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 memorandum.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the
"Commission" or the "SEC"), any state securities commission in the United States or any other U.S. regulatory
authority, nor have any of these authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this offering memorandum. Any representation to the contrary is a criminal offense in the
United States.
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 representing the Dollar 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 without interest coupons attached (the "Dollar Regulation S Global Notes") and the global notes
representing the Euro Notes sold in reliance on Regulation S will be represented by one or more global notes in
registered form without interest coupons attached (the "Euro Regulation S Global Notes" and, together with the
Dollar Regulation S Global Notes, the "Regulation S Global Notes"). The global notes representing the Dollar
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 "Dollar Rule 144A Global Notes" and,
together with the Dollar Regulation S Global Notes, the "Dollar Global Notes") and the global notes representing
the Euro Notes sold in reliance on Rule 144A will be represented by one or more global notes in registered form
without interest coupons attached (the "Euro Rule 144A Global Notes" and, together with the Euro Regulation S
Global Notes, the "Euro Global Notes"; the Euro Rule 144A Global Notes together with the Dollar Rule 144A
Global Notes, the "Rule 144A Global Notes"; the Rule 144A Global Notes and the Regulation S Global Notes
together, the "Global Notes"). The Euro 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. The Dollar Global Notes will be deposited, on the Issue Date, with the custodian for
DTC and registered in the name of Cede & Co., as nominee of DTC. Transfers of interests in the Global Notes
will be effected through records maintained by Euroclear, Clearstream and DTC 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 memorandum sets out the procedures of Euroclear, Clearstream and DTC in order to facilitate the
original issue and subsequent transfers of interests in the Notes among participants of Euroclear, Clearstream and
DTC. However, none of Euroclear, Clearstream or DTC is under any obligation to perform or continue to
perform such procedures and such procedures may be modified or discontinued by any of them at any time.
Neither we nor any of our agents will have responsibility for the performance of the respective obligations of
Euroclear, Clearstream, DTC 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 memorandum has not received the approval of the French Autorité des Marchés Financiers.
We have not published a prospectus in relation to the Notes pursuant to Regulation (EU) 2017/1129, as amended
(together with any applicable implementing measures in any Member State of the European Economic Area
("EEA") or in the United Kingdom (each, a "Relevant State"), the "Prospectus Regulation") and are offering the
Notes only in those Relevant States to qualified investors as defined in Article 2(e) of the Prospectus Regulation.
iii


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 memorandum.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act
(Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the "CMP Regulations 2018"), we have determined, and hereby notify all relevant persons
(as defined in Section 309A(1) of the SFA), that the Notes are capital markets products other than `prescribed
capital markets products' (as defined in the CMP Regulations 2018) and Specified Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
AVAILABLE INFORMATION
Each purchaser of the Notes from the Initial Purchasers will be furnished with a copy of this offering
memorandum 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, 27 avenue Carnot,
91300 Massy, France, Attention: Investor Relations Officer, Telephone: +33 (0) 1 64 47 45 00.
Copies of this offering memorandum, the Issuer's annual reports for the 2018, 2019 and 2020 fiscal years, the
current constitutive documents of the Issuer and the Guarantors, the indenture governing the Notes, the
Guarantees and copies of the most recently published annual report and consolidated and non-consolidated
financial statements of the Issuer 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 financial statements. All published interim financial statements are
unaudited.
iv


PRESENTATION OF INFORMATION
In this offering memorandum, 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, 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 memorandum, the "Issuer" and the "Company" refer to CGG S.A., the "Group" refers to
the Issuer and its subsidiaries and "we", "us" and "our" refer to the Group or, if the context so requires, the Issuer
individually.
In addition:
·
"Collateral" has the meaning ascribed to it under "Description of the Notes"
·
"Existing First Lien Notes" refers to US$300,000,000 and 280,000,000 first lien senior secured notes due
2023 issued on April 24, 2018 by the Existing First Lien Notes Issuer and guaranteed by the Issuer and
certain of its subsidiaries under the Existing First Lien Notes Indenture;
·
"Existing First Lien Notes Indenture" refers to the indenture governing the Existing First Lien Notes dated
as of April 24, 2018 by, and among, inter alios, the Existing First Lien Notes Issuer, the Issuer and certain
of its subsidiaries;
·
"Existing First Lien Notes Issuer" refers to CGG Holding (U.S.) Inc.;
·
"Existing Notes" refers to the Existing First Lien Notes and the Existing Second Lien Notes;
·
"Existing Second Lien Notes" refers to the US$355,141,000 and 80,372,000 initial principal amount of
second lien senior secured notes due 2024 issued on February 21, 2018 as part of the Financial
Restructuring by the Issuer and guaranteed by certain of its subsidiaries under the Existing Second Lien
Notes Indenture, plus US$123.4 million (equivalent) of accrued PIK interest (consisting of US$96.6 million
and 21.9 million), as of December 31, 2020;
·
"Existing Second Lien Notes Indenture" refers to the indenture governing the Existing Second Lien Notes
dated as of February 21, 2018 by, and among, inter alios, the Issuer and certain of its subsidiaries;
·
"Financial Restructuring" refers to the balance sheet restructuring transactions of the Issuer and certain of its
subsidiaries, effective February 21, 2018;
·
"Guarantees" refers to the guarantees of the Notes granted by the Guarantors;
·
"Guarantors" has the meaning ascribed to it under "Description of the Notes";
·
"Initial Purchasers" refers collectively to Barclays Bank Ireland PLC, Goldman Sachs Bank Europe SE, J.P.
Morgan AG, Morgan Stanley Europe SE (in respect of the Euro Notes) and Morgan Stanley & Co. LLC (in
respect of the Dollar Notes);
·
"Issue Date" refers to April 1, 2021, the date of issuance of the Notes in this Offering;
·
"Post-Issue Date" refers to a date occurring no later than 90 days after the Issue Date;
·
"Refinancing" refers to the Offering and issuance of the Notes, the entering into of the Revolving Credit
Facility, the Security Documents, the Indenture and the Intercreditor Agreement, and the application of
proceeds from the issuance of the Notes as described under "Use of Proceeds", including (i) the Tender
Offer launched by the Existing First Lien Notes Issuer for the Existing First Lien Notes, (ii) the settlement
of the Tender Offer on or about the Issue Date, (iii) the satisfaction and discharge and subsequent
redemption of (a) any of the remaining Existing First Lien Notes not tendered and accepted in the Tender
Offer on the Issue Date and (b) the Existing Second Lien Notes, (iv) the release of the collateral securing the
Existing Notes and (v) the payment of all fees and expenses in connection with the foregoing;
·
"Revolving Credit Facility" refers to the senior secured revolving credit facility established under the
Revolving Credit Facility Agreement to be dated on or about the Issue Date, which is described in more
detail in "Description of Certain Financing Arrangements--The Revolving Credit Facility Agreement";
·
"Revolving Credit Facility Agreement" has the meaning ascribed to it under Description of Certain
Financing Arrangements--The Revolving Credit Facility Agreement";
·
"Security Documents" refers to the: (i) French law-governed pledge of receivables agreement between, inter
alia, the Issuer, as pledgor, and the Security Agent; (ii) French law-governed financial securities account
v


pledge agreement in relation to shares in CGG Services SAS, Sercel SAS and Sercel Holding SAS held by
the Issuer, between, inter alia, the Issuer, as pledgor, and the Security Agent; (iii) Dutch law-governed deed
of pledge over registered shares in CGG Holding B.V. between, inter alia, the Issuer, CGG Holding B.V.
and the Security Agent; (iv) Norwegian law-governed share pledge agreement between CGG Holding B.V.,
as pledgor, and the Security Agent, in relation to the pledgor's shares in CGG Services (Norway) AS;
(v) English law-governed charge over shares in CGG Services (UK) Limited between CGG Holding B.V.,
as chargor, and the Security Agent; (vi) New York law-governed first lien note pledge and security
agreement (U.S.) by and among, inter alia, the Issuer, as pledgor, and the Security Agent; (vii) New York
law-governed first lien pledge and security agreement (U.S.) by and among, inter alia, the U.S. Guarantors,
as pledgors, and the Security Agent; (viii) New York law-governed first lien holding pledge agreement
(U.S.) in relation to shares in CGG Holding (U.S.) Inc. held by the pledgor, between CGG Holding B.V. as
pledgor and the Security Agent; (ix) New York law-governed first lien copyright security agreement by and
among, inter alia, certain of the U.S. Guarantors, as pledgors, and the Security Agent; (x) New York law-
governed first lien patent security agreement by and among, inter alia, certain of the U.S. Guarantors, as
pledgors, and the Security Agent; and (xi) New York law-governed first lien trademark security agreement
by and among, inter alia, certain of the U.S. Guarantors, as pledgors, and the Security Agent; in each case,
as amended, supplemented or otherwise modified from time to time.
·
"Tender Offer" refers to the Existing First Lien Notes Issuer's offer to purchase for cash the Existing First
Lien Notes; and
·
"U.S. Guarantors" refers to CGG Holding (U.S.) Inc., CGG Services (U.S.) Inc., CGG Land (U.S.) Inc.,
Sercel Inc. and Sercel-GRC Corp.
Unless otherwise indicated, statements in this offering memorandum 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.
The data and information provided by Wood Mackenzie, indicated as such in this offering memorandum, should
not be interpreted as advice and you should not rely on it for any purpose. You may not copy or use such data or
information except as expressly permitted by Wood Mackenzie in writing. To the fullest extent permitted by law,
Wood Mackenzie accepts no responsibility for your use of such data and information, except if specified in a
written agreement you have entered into with Wood Mackenzie for the provision of such data or information.
This offering memorandum includes extracts from information and data, including industry and market data,
released by publicly available sources or otherwise published by third parties. While we accept responsibility for
accurately extracting and summarizing such information and data, none of us, the Initial Purchasers, the Trustee
or the Agents has independently verified the accuracy of such information and data, and none of us, the Initial
Purchasers, the Trustee or the Agents accepts any further responsibility in respect thereof.
The information set out in relation to sections of this offering memorandum describing clearing and settlement
arrangements, including the sections entitled "Description of the Notes" and "Book-Entry, Delivery and Form", is
subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear, Clearstream and
DTC currently in effect. While we accept responsibility for accurately summarizing the information concerning
Euroclear, Clearstream and DTC, we accept no further responsibility in respect of such information.
In addition, this offering memorandum 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.
vi


PRESENTATION OF FINANCIAL INFORMATION
The consolidated financial information with respect to the Group presented in this offering memorandum as of
and for the years ended December 31, 2018, 2019 and 2020 has been derived from the Issuer's consolidated
financial statements (collectively referred to as the "Consolidated Financial Statements" and respectively, the
"2018 Consolidated Financial Statements", the "2019 Consolidated Financial Statements" and the "2020
Consolidated Financial Statements"), which were prepared in accordance with IFRS, as adopted by the European
Union ("IFRS"), an English-language translation of which is included elsewhere in this offering memorandum.
The Issuer's Consolidated Financial Statements included herein have been audited by Ernst & Young et Autres
and Mazars, independent statutory auditors of the Issuer as set forth in their audit reports included therein.
Non-IFRS Measures
This offering memorandum contains information regarding our Segment data, EBIT, Segment EBIT, EBITDAs,
Segment EBITDAs, gross financial debt, net financial debt and certain other financial measures and ratios which
are not recognized measurements under IFRS ("Non-IFRS Measures"). We define the following Non-IFRS
Measures as follows:
·
"Segment" figures are presented before IFRS 15 in accordance with the Group's previous method for
recognizing Multi-Client prefunding revenues based on percentage of completion. In 2018, in addition to
IFRS 15 impacts, Segment figures also excluded Sercel inventories provision and restructuring costs related
to the Transformation Plan corresponding to the costs related to the industrial transformation of the Group
and the Financial Restructuring, including personnel costs, site closure costs and fees and expenses related
to the Financial Restructuring;
·
"EBIT" as operating income plus our share of income in companies accounted for under the equity method;
·
"Segment EBIT" as operating income plus our share of income in companies accounted for under the equity
method before IFRS 15, in accordance with the Group's previous method for recognizing Multi-Client
prefunding revenues based on percentage of completion. In 2018, in addition to IFRS 15 impacts, Segment
EBIT excluded multi-client data library impairment, Sercel inventories provision and impairment and
restructuring costs related to the Transformation Plan corresponding to the costs related to the industrial
transformation of the Group and the Financial Restructuring, including personnel costs, site closure costs
and fees and expenses related to the Financial Restructuring.;
·
"EBITDAs" as earnings before interest, tax, income from equity affiliates, depreciation, amortization net of
amortization costs capitalized to multi-client surveys and share-based compensation cost;
·
"Segment EBITDAs" as earnings before interest, tax, income from equity affiliates, depreciation,
amortization net of amortization costs capitalized to multi-client surveys and share-based compensation cost
before IFRS 15, in accordance with the Group's previous method for recognizing Multi-Client prefunding
revenues based on percentage of completion. In 2018, in addition to IFRS 15 impacts, Segment EBITDAs
excluded Sercel inventories provision and restructuring costs related to the Transformation Plan
corresponding to the costs related to the industrial transformation of the Group and the Financial
Restructuring, including personnel costs, site closure costs and fees and expenses related to the Financial
Restructuring;
·
"Gross financial debt" as financial debt, including lease liabilities, current maturities and bank overdrafts;
and
·
"Net financial debt" as gross financial debt less cash and cash equivalents.
We reconcile these Non-IFRS Measures to the most comparable IFRS measures in "Operating and Financial
Review". For more information on these and other Non-IFRS Measures, see "Summary Financial Information",
"Selected Financial Information" and "Operating and Financial Review".
The Non-IFRS Measures we present may also be defined differently than the corresponding terms under the
Indenture. The Non-IFRS measures have limitations as an analytical tool, and should not be considered in
isolation, or as an alternative to, or a substitute for, profit/(loss) for the period or other financial statement data
presented in our Consolidated Financial Statements as indicators of financial performance. Some of the
limitations of these Non-IFRS measures are that:
·
they do not reflect our cash expenditures or future requirements for capital expenditures or contractual
commitments;
vii


·
they do not reflect changes in, or cash requirements for, our working capital needs;
·
they do not reflect the significant interest expense, or the cash requirements necessary, to service interest or
principal payments on our debt;
·
they do not reflect our tax expenses or the cash that we may be required to pay our taxes;
·
they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash
flows;
·
they do not reflect the impact of earnings or charges resulting from certain matters we consider not to be
indicative of our ongoing operations; and
·
other companies in our industry may calculate these measures differently than we do, limiting their
usefulness as comparative measures.
You should not consider the items that are not recognized measures under IFRS as alternatives to the applicable
IFRS measures. In particular, you should not consider these measures of our financial performance or liquidity as
an alternative to net income, operating income or any other performance measures derived in accordance with
generally accepted accounting principles or as an alternative to cash flow from operating activities as a measure
of our liquidity. Other companies may present these measures differently than we do.
We have included these measures because we believe they are important indicators of our underlying historical
performance.
viii


FORWARD-LOOKING STATEMENTS
This offering memorandum includes "forward-looking statements" within the meaning of the U.S. federal
securities laws, which involve risks and uncertainties, including, without limitation, certain statements made in
the sections entitled "Our Business" and "Operating and Financial Review". 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 memorandum.
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 memorandum, including, without
limitation, in conjunction with the forward-looking statements included in this offering memorandum. All
forward-looking information in this offering memorandum 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 level of capital expenditures of our clients and by the oil and gas industry in general;
·
the effects of competition;
·
the social, geopolitical and economic risks and other risks of our global operations;
·
the ability of our strategic partners to perform their obligations;
·
disruptions in our supply chain and third-party suppliers;
·
the impact of the current uncertain economic environment and the volatility of oil and natural gas prices;
·
the reduction in the consumption of carbon-based energy products;
·
the loss or destruction of key assets;
·
any impairment of goodwill on our balance sheet;
·
our ability to deliver projects in line with our clients' expectations;
·
liability or loss of reputation in case of failure or malfunction of our products;
·
difficulties and costs in protecting intellectual property rights and exposure to infringement claims by
others;
·
the risks related to our information technology, including cyber security risks and risks of hardware and
software failures;
·
our ability to attract and retain qualified employees and senior management;
·
exposure of our employees to safety risks;
·
our ability to maintain data governance standards required by our clients or applicable regulations;
·
risks related to liquidity needs and substantial indebtedness;
·
exposure to exchange rate fluctuations;
·
difficulties in generating sufficient cash to meet our debt service obligations, or our obligations under other
financing agreements;
·
our high level of fixed costs regardless of the level of business activity;
·
the risk of regulatory changes in the countries in which we operate, including changes as a result of Brexit;
·
legal proceedings in the various jurisdictions arising out of our ability to comply with complex laws and
governmental regulations;
·
the penalties and reputational damage arising out of the risk of payment, supplier and other types of fraud;
·
our indebtedness and the restrictive covenants in our financing agreements;
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