Obligation CGG Global 13.5% ( XS1768717412 ) en USD

CGG Global

100 % ⇌

France

XS1768717412 ( en USD )

13.5% par an ( paiement trimestriel )

20/02/2024 - Obligation échue

Prospectus brochure de l'obligation CGG S.A XS1768717412 en USD 13.5%, échue

200 000 USD

355 141 000 USD

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 XS1768717412, paye un coupon de 13.5% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 20/02/2024

Listing Particulars dated February 20, 2018
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES

CGG S.A.
US$355,141,000 and 80,372,000 Floating Rate / 8.5% PIK Second Lien
Senior Secured Notes due 2024
(up to US$588.2 million and 133.1 million, respectively, after issuance of
additional notes for PIK Interest)
Guaranteed on a senior basis by certain subsidiaries
We are offering US$355,141,000 and 80,372,000 initial principal amount of our floating rate / 8.5% payment-in-kind ("PIK") Second Lien Senior Secured Notes
due 2024 (the "Offered Notes"). The Offered Notes comprise (a) US$274,975,000 and 80,372,000 in aggregate principal amounts of Offered Notes issued pursuant
to the Private Placement Agreement (as defined herein) (together, the "New Money Second Lien Notes") and (b) US$80,166,000 in aggregate principal amount of
Offered Notes to be settled by way of set-off of claims only against interest claims under Senior Notes (as defined herein) (the "Second Lien Interest Notes"). The
terms and conditions of the New Money Second Lien Notes and the Second Lien Interest Notes will be identical. As further described herein, in addition to cash
interest, the Offered Notes will accrue PIK interest ("PIK Interest") through the issuance of Additional Notes (the Offered Notes, together with any Additional
Notes, the "Notes"). Assuming the Notes remain outstanding until maturity, the aggregate principal amounts of Notes (taking into account the Offered Notes and the
Additional Notes to be issued in connection with the payment of PIK Interest) will be approximately US$588.2 million and 133.1 million. The New Money Second
Lien Notes will be issued concurrently with warrants (the "Warrants") entitling the holders of the Warrants to purchase, subject to certain conditions, our new
ordinary shares. The Notes will mature on February 21, 2024.
Interest on the Notes will accrue from February 21, 2018 as follows: (a) for Notes denominated in US dollars, (i) cash interest at a rate of LIBOR (subject to a floor
of 1.00%) + 4.00% per annum and (ii) PIK Interest at a rate of 8.50% per annum; and (b) for Notes denominated in euros, (i) cash interest at a rate of EURIBOR
(subject to a floor of 1.00%) + 4.00% per annum and (ii) PIK Interest at a rate of 8.50% per annum. Interest on the Notes will be payable (in case of cash interest) or
capitalized through the issuance of Additional Notes (in case of PIK Interest) quarterly in arrear each February 21, May 21, August 21 and November 21,
commencing on May 21, 2018. The initial principal amount of the Notes will accrue to the extent of the capitalized PIK Interest on a quarterly basis. Upon payment
of PIK Interest, a notice shall be published on the website of the Luxembourg Stock Exchange in the form of Appendix 1. We may redeem all or part of the Notes at
the redemption prices described in these listing particulars. We may 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 secured obligations and will be initially guaranteed on a senior secured basis by certain of our subsidiaries. The Notes will be senior
secured obligations of the guarantors secured by a lien, subject to certain exceptions and permitted liens, on certain of our and the guarantors' existing and future
assets. In the event of enforcement of the lien securing the Notes and the Subsidiary Guarantees (as defined below), the proceeds thereof will first be applied to
repay obligations secured by senior priority liens, including the First Lien Notes (as defined herein). The Notes will 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 S.A. ("Clearstream"), on or about February 21, 2018.
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"). These listing particulars constitute a Prospectus for the purpose of Luxembourg law dated July 10, 2005 on Prospectuses for Notes, as amended. The
Warrants will not be listed on any regulated or non-regulated market. For additional information regarding the Warrants, see Section 4.4.2 of the Safeguard Plan in
our report on Form 6-K submitted to the Commission on August 7, 2017 incorporated by reference herein.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 28.
The New Money Second Lien Notes 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 ("Regulation S")) 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 New Money Second Lien Notes are being offered only to "qualified institutional buyers" (as defined in Rule 144A under the Securities
Act ("Rule 144A")) ("QIBs") that have entered into the Private Placement Agreement (including by execution of the Joinder Agreement (as defined herein)) in a
private placement exempt from the registration requirements of the Securities Act. Outside the United States, the New Money Second Lien Notes are being offered
in reliance on Regulation S. The New Money Second Lien Notes are subject to certain restrictions on sales, offers, subscription and transfer set out in Schedule 4 of
the Private Placement Agreement.
The Second Lien Interest Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. The Second Lien
Interest Notes will be issued pursuant to an exemption from registration under Section 1145 of the Bankruptcy Code ("Section 1145").

Price for the Notes: 100%

TABLE OF CONTENTS
Page
LISTING PARTICULARS SUMMARY .......................................................................................................... 11
SUMMARY OF THE OFFERING ...................................................................................................................20
SUMMARY FINANCIAL INFORMATION ....................................................................................................26
RISK FACTORS ...............................................................................................................................................28
USE OF PROCEEDS ........................................................................................................................................40
DESCRIPTION OF OTHER INDEBTEDNESS ..............................................................................................41
DESCRIPTION OF THE NOTES ....................................................................................................................46
BOOK-ENTRY, DELIVERY AND FORM.....................................................................................................107
TAXATION ..................................................................................................................................................... 113
SELLING RESTRICTIONS ........................................................................................................................... 116
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE SECURITY INTERESTS AND
GUARANTEES AND CERTAIN INSOLVENCY LAW CONSIDERATIONS .................................... 118
LEGAL MATTERS .........................................................................................................................................148
INDEPENDENT REGISTERED ACCOUNTING FIRMS ............................................................................148
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES ...........................................................148
GENERAL INFORMATION ..........................................................................................................................150
APPENDIX 1 FORM OF NOTICE .............................................................................................................152

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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.
NOTICE TO INVESTORS
The Company, having made all reasonable inquiries, confirms to the best of its knowledge, information and
belief that the information contained or incorporated by reference in these listing particulars with respect to
the Company 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 these
listing particulars as a whole misleading in any material respect. Subject to the following paragraphs, the
Company accepts responsibility for the information contained or incorporated by reference in these listing
particulars.
These listing particulars do 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 these listing particulars 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 these listing
particulars. You must also obtain any consents or approvals that you need in order to purchase, offer or sell
any Notes or possess or distribute these listing particulars. We are not responsible for your compliance with
any of the foregoing legal requirements.
For the offering of the New Money Second Lien Notes, we are relying on exemptions from registration under
the Securities Act for offers and sales of securities that do not involve a public offering. In the United States,
the New Money Second Lien Notes are being offered only to QIBs that have entered into the Private
Placement Agreement (including by execution of the Joinder Agreement) in a private placement exempt from
the registration requirements of the Securities Act. Outside the United States, the New Money Second Lien
Notes are being offered in reliance on Regulation S. The Second Lien Interest Notes will be issued pursuant to
an exemption from registration under Section 1145.
Neither we nor any of our 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. These listing particulars are 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.
Neither The Bank of New York Mellon in any of its capacities (including The Bank of New York Mellon,
London Branch, as Trustee) nor The Bank of New York Mellon SA/NV, Luxembourg Branch in any of its
capacities has participated in the preparation of these listing particulars or assumes any responsibility for their
content.
The information contained or incorporated by reference in these listing particulars speaks as of the date hereof
or as of its date. Neither the delivery of these listing particulars at any time after the date of publication nor
any subsequent commitment to purchase the Notes shall, under any circumstances, create an implication that

1

there has been no change in the information set forth in these listing particulars or in our business since the
date of these listing particulars.
Neither we nor any of our 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 these listing particulars 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 us with any questions about this offering or if you require additional information to verify
the information contained or incorporated by reference in these listing particulars.
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 these listing particulars. 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 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 "Regulation S Global Notes"). The global notes sold to QIBs in a private
placement exempt from the registration requirements of the Securities Act will be represented by one or more
global notes in registered form without interest coupons attached (the "Rule 144A Global Notes"). The
Second Lien Interest Notes may be represented by one or more global notes in registered form without
interest coupons attached (the "Section 1145 Global Notes" and, together with the Rule 144A and the
Regulation S Global Notes, the "Global Notes"), or otherwise by either the Regulation S Global Notes or the
Rule 144A Global Notes, in accordance with the election made by relevant initial holders of such Second Lien
Interest Notes. The Global Notes will be deposited 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".
These listing particulars set 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
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 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.
These listing particulars have 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

2

Prospectus Directive in reliance on exemptions from the obligation to publish a prospectus provided in Article
3(2) of the Prospectus Directive. We have not authorized the making of any offer of Notes through any
financial intermediary.
The Notes will be considered to be issued with original issue discount ("OID") for U.S. federal income
tax purposes. Accordingly, U.S. holders generally will be required to include such OID in gross income
(as ordinary income) on an annual basis under a constant yield accrual method regardless of their
regular method of accounting for U.S. federal income tax purposes. As a result, U.S. holders generally
will include any OID in income in advance of the receipt of cash attributable to such income. U.S.
holders should consult their tax advisers regarding the U.S. federal income tax consequences of holding
the Notes, including the application of the OID rules.
AVAILABLE INFORMATION
Each purchaser of the Notes will be furnished with a copy of these listing particulars 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 may obtain these reports and other information over the internet at www.sec.gov or by sending a written
request to us at the address above.
You may also read and copy materials that we file with the Commission at the SEC's public reference room at
100 F Street, N.E., Washington, DC 20549. You may obtain information, as well as copies of our filings, from
the Office of Investor Education and Advocacy by calling the Commission at 1-800-SEC-0330.
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 2014, 2015 and 2016, the current constitutive documents of CGG and the
Initial Guarantors (as defined below), the indenture governing the Notes (the "Indenture"), the Subsidiary
Guarantees, the documents incorporated by reference herein, and copies of the most recently published annual
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 financial
statements. All published interim financial statements are unaudited.

3

DOCUMENTS INCORPORATED BY REFERENCE
These listing particulars should be read and construed in conjunction with:
· our annual report on Form 20-F for the year ended December 31, 2016 filed with the Commission on
May 1, 2017, including the exhibits thereto (the "2016 Annual Report");
· our report on Form 6-K submitted to the Commission on May 12, 2017 providing an update on the
Financial Restructuring process and a summary of the 2017-2019 business plan;
· our report on Form 6-K submitted to the Commission on August 7, 2017 publishing a free English
translation of the Safeguard Plan and the presentation used in connection with the bondholders'
general meeting;
· our report on Form 6-K submitted to the Commission on August 30, 2017 announcing the approval
by the U.S. Bankruptcy Court for the Southern District of New York of the adequacy of the
disclosure statement (the "Disclosure Statement") filed in connection with the Chapter 11 cases;
· our report on Form 6-K submitted to the Commission on October 10, 2017 publishing the
information relating to the combined general meeting of CGG of October 31, 2017 (the "Combined
General Meeting");
· our report on Form 6-K submitted to the Commission on October 16, 2017 (report submitted at
09:26:12 EDT) publishing, among others, various documents in connection with the Combined
General Meeting, as well as a free English translation of the first update to the annual report
(actualisation du document de référence) (the "First Update") and extracts from a free English
translation of the securities note (note d' opération) for certain equity instruments to be issued in
connection with the Financial Restructuring;
· our report on Form 6-K submitted to the Commission on January 17, 2018 publishing, among others,
a free English translation of the second update to the annual report (actualisation du document de
référence) (the "Second Update") and extracts from a free English translation of the securities note
(note d'opération) in connection with the Rights Issue in France;
· our report on Form 6-K submitted to the Commission on February 9, 2018 announcing the results of
the Rights Issue; and
· our report on Form 6-K submitted to the Commission on February 12, 2018 announcing the amounts
of certain equity instruments to be issued in connection with the Financial Restructuring.
each of them incorporated by reference in, and forming part of, these listing particulars.
The report on Form 6-K containing the First Update incorporated by reference in these listing particulars is
deemed to exclude the sections set forth below (the "Excluded First Update Information").
Page(s) in the First Update

Relevant Excluded Information
Cover page

Text box relating to the filing of the French
language Actualisation du Document de
Référence with the AMF.
Page 4-5

Section
1.1
"Selected
Financial
Information"

4

Page 88

Section 1.7 "Legal StructureIntra-Group
Relations"
Page 90

Section 2 "Environment, Sustainability
Development & Employees"
Pages 102159

Section 6 "Financial Position, Results and
Perspectives"
Pages 160164

Section 7 "Company's Information and
Share Capital"
Page 165

Third
paragraph
of
section
9.1.2
"Certificate".

The report on Form 6-K containing the Second Update incorporated by reference in these listing particulars is
deemed to exclude the sections set forth below (the "Excluded Second Update Information").
Page(s) in the Second Update

Relevant Excluded Information
Cover page

Text box relating to the filing of the French
language Actualisation du Document de
Référence with the AMF.
Pages 5981

Section 6.1.6 "Press release related to
half-year results and first nine months of
the fiscal year 2017"
Pages 8384

Section 6.3 "Perspectives"
Page 90

Second paragraph of section 9.1.2
"Certificate".

Any references in these listing particulars to the First Update or the Second Update shall be deemed to
exclude the Excluded First Update Information or the Excluded Second Update Information, respectively.
Investors should not make an investment decision based on any information contained in the Excluded First
Update Information or the Excluded Second Update Information.
All such documents incorporated by reference have been filed with (in the case of Form 20-F) or submitted to
(in the case of the Form 6-Ks) the Commission and are available on the Commission's website at
www.sec.gov. Other than as expressly set out above, information relating to us set forth on the Commission's
website is not considered to be part of these listing particulars and is not incorporated by reference herein.
In addition, the documents incorporated by reference herein will also be available on the website of the
Luxembourg Stock Exchange www.bourse.lu.
Any statement contained in a document or part of a document which is incorporated by reference herein shall
be modified or superseded for the purpose of these listing particulars to the extent that a statement contained
herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any
statement so modified or superseded shall not, except as so modified or superseded, be part of these listing
particulars.

5

PRESENTATION OF INFORMATION
In these listing particulars, 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.
With respect to the various issuances contemplated in the Financial Restructuring, the amounts in US dollars
have been converted into euros (in particular, the amount of the Rights Issue, the subscription price thereof
and the exercise price of the warrants) based on the Reuters U.S.$/ exchange rate applicable at midday (Paris
time) on June 14, 2017 (1.000 = US$1.1206), which was the date that we entered Safeguard, unless
otherwise stated.
As used in these listing particulars, "CGG", "the Group", "we", "us" and "our" refer to CGG S.A. and its
subsidiaries, except as otherwise indicated.
Please see below a glossary of certain terms used in these listing particulars:
· "2019 Secured Term Loan" means the US$342 million term loan facility under our term loan credit
agreement dated November 19, 2015, as amended and/or restated from time to time.
· "Accrued Convertible Bond Interest Payment" means the payment in cash by CGG of the euro
equivalent of an amount of US$5 million (in accordance with the exchange rate provided for by the
Safeguard Plan) of accrued and unpaid interest in respect of the convertible bonds due 2019 and
2020.
· "Backstop Parties" has the meaning given to it in the Private Placement Agreement.
· "Backstop Warrants" has the meaning given to it in the Safeguard Plan.
· "Bankruptcy Code" means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., applicable to
our Chapter 11 cases.
· "Convertible Bond Equitization" means the full equitization of the amounts due under the
convertible bonds due 2019 and 2020, except for the Accrued Convertible Bond Interest Payment.
· "Coordination Warrants" has the meaning given to it in the Safeguard Plan.
· "Credit Facilities" are to the French Revolving Facility, the U.S. Revolving Facility and the 2019
Secured Term Loan, collectively.
· "Effective Date" means the date on which all the transactions contemplated under the Plan of
Reorganization (including the issuance of all the financial instruments described therein) and the
transactions contemplated under the Safeguard Plan (including the issuance of all the financial
instruments described therein) will be completed, irrespective of whether the challenge periods have
expired, and the conditions precedent specified in the Plan of Reorganization have been satisfied (or
waived in accordance with the Plan of Reorganization).
· "Financial Restructuring" means the balance sheet restructuring transactions of CGG and its
subsidiaries contemplated in the Safeguard Plan and the Plan of Reorganization.
· "First Lien Notes" means the first lien notes issued on the Effective Date by reorganized CGG
Holding (U.S.) Inc. and guaranteed CGG and certain of its subsidiaries.

6

· "French Revolving Facility" means the revolving credit facility in an initial principal amount of
US$325 million under our senior secured French law revolving facility agreement dated July 31,
2013, as last amended and restated pursuant to an amendment and restatement agreement dated
February 4, 2016, and as further amended and/or restated from time to time.
· "ICSD" means the international central securities depositary.
· "Intercreditor Agreement" means the intercreditor agreement, as may be amended from time to time,
to be entered into with respect to the First Lien Notes and the Notes based on the intercreditor
principles set forth in Appendix 4 of the Term Sheet, and in the Safeguard Plan.
· "Joinder Agreement" means the assumption and joinder agreement attached as Exhibit B to the
Private Placement Agreement.
· "Lock-Up Agreement" means the lock-up agreement dated June 13, 2017, attached to the Safeguard
Plan as Exhibit D.
· "Plan of Reorganization" means the Joint Chapter 11 Plan of Reorganization of CGG Holding (U.S.)
Inc. and Certain Affiliates dated August 25, 2017, as the same may be amended from time to time.
· "Private Placement Agent" means Lucid Issuer Services Limited.
· "Private Placement Agreement" means the agreement dated June 26, 2017 among CGG, the Obligors
set out therein, the Private Placement Agent and the Commitment Parties set out therein.
· "Rights Issue" means the issuance of new ordinary shares of the Parent with Warrants #2 (bons de
souscription d'actions) by way of an increase in the share capital with preferential subscription rights
to shareholders (augmentation de capital avec maintien du droit préférentiel de souscription)
pursuant to the Safeguard Plan.
· "Safeguard" means the proceedings of sauvegarde under articles L.620-1 to L.626-35 of the French
Code de Commerce regarding CGG in order to implement the Financial Restructuring.
· "Safeguard Plan" means the plan prepared in the course of, and implemented as a result of, the
Safeguard (including all exhibits, supplements, appendices and schedules thereto, and in particular
the Term Sheet and the Lock-Up Agreement), as approved by the Commercial Court of Paris on
December 1, 2017 (see our report on Form 6-K submitted to the Commission on August 7, 2017
incorporated by reference herein).
· "Secured Lenders" means the lenders under the French Revolving Facility, the U.S. Revolving
Facility and the 2019 Secured Term Loan.
· "Senior Notes" means our 5.875% Senior Notes due 2020, our 6.50% Senior Notes due 2021 and our
6.875% Senior Notes due 2022.
· "Senior Note Equitization" means the full equitization of the amounts due under the Senior Notes,
except for an amount of U.S.$86 million corresponding to a portion of the accrued interest under
those Senior Notes.
· "Term Sheet" means the term sheet attached as Schedule 6 to the Lock-Up Agreement.
· "Transformation Plan" means our transformation plan that was initially put in place at the end of
2013 in order to transform CGG from a seismic acquisition company into an integrated geosciences
group.

7

· "U.S. Revolving Facility" means the revolving credit facility in an initial principal amount of
US$165 million under our senior secured credit agreement dated July 15, 2013, as last amended and
restated pursuant to an amendment and restatement agreement dated January 10, 2016 (as amended
on February 4, 2016), and as further amended and/or restated from time to time.
· "Warrants #1" has the meaning given to it in the Safeguard Plan.
· "Warrants #2" has the meaning given to it in the Safeguard Plan.
Unless otherwise indicated, statements in these listing particulars 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 information set out in relation to sections of these listing particulars 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 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, these listing particulars contain 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.
FORWARD-LOOKING STATEMENTS
These listing particulars include "forward-looking statements" within the meaning of the federal securities
laws, which involve risks and uncertainties. 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 these listing particulars.
Important factors that could cause actual results to differ materially from our expectations ("cautionary
statements") are disclosed under "Risk Factors" and elsewhere in these listing particulars, including, without
limitation, in conjunction with the forward-looking statements included or incorporated by reference in these
listing particulars. All forward-looking information in these listing particulars 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 ability to consummate the plan of reorganization in accordance with the terms of the Safeguard
Plan and the Chapter 11 plan;
·
the effects of bankruptcy processes on our business and on the interest of various constituents;

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