Viridien · EURONEXT:VIRI
Viridien — CGG — Debt Investor Presentation (October 2017)
52 slides from Viridien's debt investor presentation, Oct 16, 2017
Slide 1: TopSeis survey, Perdido subsalt survey and CWAz news
During the TopSeis survey in the Barents Sea the CGG Geo Caspian (seen in the foreground) positions the seismic sources directly over the streamer spread towed by the CGG Geo Coral (background) (image courtesy of CGG). Halvor Jahre, Exploration Manager, Lundin Norway AS, said: “Developing TopSeis ha
Slide 2: AC CWAz survey; Mozambique and Espirito Santo IV surveys
Map showing location of CGG’s AC CWAz survey in southern Alaminos Canyon, Gulf of Mexico. Jean-Georges Malcor, CEO, CGG, said: “Our AC CWAz multi-client survey builds on the success of the Encontrado survey by extending our high-quality images across the US portion of the Perdido Fold belt. This new
Slide 3: Espirito Santo IV map; safeguard plan approval; Santos VII extension
Map showing location of CGG’s Espirito Santo IV multi-client survey offshore Brazil. CGG announces the approval of the draft safeguard plan by creditors’ committees in France Paris, France – July 28, 2017 CGG and SELARL FHB, represented by Me Hélène BOURBOULOUX, in her capacity as judicial administr
Slide 4: Santos Basin survey map; Petrobras OBN processing contract
Location map of the different CGG multi-client survey products available in the Santos Basin, including the Santos VII extension. CGG Wins Brazil Data Processing Contract for World’s Largest Seabed Seismic Survey Paris, France – 19 July 2017 CGG announced today the award by Petrobras of a contract t
Slide 5: Encontrado stratal slice; JumpStart programs
Stratal-Slice from within the Upper Wilcox Formation from the Encontrado project. High-sinuosity deepwater turbidite channels can be clearly identified (image courtesy of CGG Multi-Client & New Ventures). JumpStart programs integrate all available data in a specific geographical area and frame it wi
Slide 6: June 14, 2017
June 14%, 2017 AU
Slide 7: Disclaimer
== Disclaimer + This presentation has been prepared by CGG S.A. (‘CGG’) in the context of the negotiations between it and certain ofits creditors and other ‘stakeholders in respect of a potential restructuring plan. Its not intended for, and may not be used for, any other purposes. ‘+ This document
Slide 8: Agreement: in line with agreement in principle
== Agreement : in line with agreement in principle + The key terms of the agreement dated June 14 (described below) are in line with those of the agreement in principle published on June 2, 2017 with the following changes or precisions (other than minor or technical issues): * The Rights Issue with
Slide 9: Agreement: Equitization of the Unsecured Debt
== Agreement : Equitization of the Unsecured Debt || SUMMARY OF MAIN ECONOMIC TERMS = HYB: $86m accrued and unpaid interest to be paid on closing with new HY Bonds Treatment of the CB: S5m! accrued and unpaid interest to be paid on closing in cash = HYB outstanding amount of ¢.$1,545m! to be exchang
Slide 10: Agreement: New Money
Agreement : New Money $125m Rights Issue with Warrants (ABSA) limited to Existing Shareholders $375m New HYB provided by the Senior Notes holders Issuing New Shares at $1.75 coupled with Warrants #2 witha strike price per new share of $4.5 /5 year maturty ‘Each new money share gives access fo 1 warr
Slide 11: Agreement: Governance
== Agreement: Governance ‘The structure and composition of the Company's board of directors after completion of the Restructuring wil be detemined in consstaion win ONCA and ie members ofthe Aa Hoc SenixNotenoter Commitee who wil have become and remain shareholders of the Company. Such proposed stut
Slide 12: Details of the Agreement
Details of the Agreement ces egg.com Passion for Geoscience
Slide 13: Headline Terms of the Agreement: Secured Lenders 1/2
Headline Terms of the Agreement = Secured Lenders (US & French RCF and TLB) — 1/2 (666 Helangs Ine. (US) = Bens format mie ‘= Agjustes guarantee package compared o exiting package, reectng releave of ftowing guarantors: CGG MN, (CG Haaing UK | CGO Holding UK, Serie, Sweel GRC ‘Aastenal qoararors to
Slide 14: Headline Terms of the Agreement: Secured Lenders 2/2
Headline Terms of the Agreement Secured Lenders (US & French RCF and TLB) — 2/2 ‘Catala at par in whe but not in ig ‘Closing Date or acicance of debt fom and of cnn 3 the repayment ibe nau ofthe 3 hove oe that wbe Pied) Nena beeen months 7 and 28, terete cable at no prepayment premium. Any prepaymen
Slide 15: Headline Terms of the Agreement: New HYB Terms (1/2)
— Headline Terms of the Agreement-New HYB Terms (1/2) cao sa Format: USS documentation content with enstng USS HYB ‘Siiim peas {©)USO Tranche and i) EUR Tranche for up to USD100 mon ‘Som rom the payment of cere and unpaid Coupon Agusta guarantee package compared to existing package in favor cf HYB.
Slide 16: Headline Terms of the Agreement: New HYB Terms (2/2)
== Headline Terms of the Agreement-New HYB Terms (2/2) Year 1 120% Year? 120% Year3: 125% From Yeu 4 par Incurence based covenants only, consistent wth existing USS HYB due 2022 west to increase m baskets for personal purposes and Rex ncrtence of 200m adtona dt fr new san sacred tang ‘Crone accelera
Slide 17: Agreement: Indicative Equity Ownership
== Agreement: Indicative Equity Ownership 2 Note: Sur la base d'une souscription en totalité de 'augmentation de capital avec DPS et d'un montant de dette non sécurisée prise en compte au 31 octobre 2017 13.4% 10.2% 32% 50% 81.0% 100% 98% 71% 49% 3% 100% 2% 15.9% 60% 45% 3% 100% “
Slide 18: Leverage and liquidity pro-forma after the financial restructuring
Leverage and liquidity pro-forma after the financial restructuring ces (egg.com Passion for Geoscience
Slide 19: Group Leverage: back below 1.5x beginning of 2018
== Group Leverage: back below 1.5x beginning of 2018 ($8000 10,006 ‘$700 > BTS ‘seo | 508 ($500 > 82s st00m + soe $3000 arse $260 25m $100 Lise in ae ae aw ae ae on onan eraeaucares as © Uquidity — UM Leverage Based on mid-point of Business Plan targets, post Restructuring, Net ‘a Financial Debt* ov
Slide 20: Sercel Improves Versatility of 508XT with New WTU-508 Node
Sercel Improves Versatility of 508XT Land Acquisition System with New WTU-508 Node Paris, France – 13 June 2017 CGG announced today that Sercel has launched the WTU-508 high-performance X-Tech ® node as an extension of its 508 XT land seismic acquisition product range. The new node offers even great
Slide 21: Sercel's new WTU-508 node offers even greater flexibility
Sercel’s new WTU-508 node offers even greater flexibility for all types of survey operations, such as complex small-scale urban surveys or high-productivity mega-crews (image courtesy of Sercel). The WTU-508 is an easy-to-use smart autonomous land node. Users need only to connect the geophone for th
Slide 22: Encontrado multi-client reprocessing project image
Example of a final Kirchhoff migration image from CGG’s Encontrado multi-client reprocessing project (courtesy of CGG Multi-Client & New Ventures). The Final Reverse Time migration (RTM), Kirchhoff migration and associated data volumes covering a vast 38,000 sq km area straddling the Mexico/USA bord
Slide 23: Agreement in Principle on Financial Restructuring
Agreement in Principle on Financial Restructuring June 2"4, 2017 & CGG gg.com Passion for Geoscience
Slide 24: Disclaimer
== Disclaimer ‘+ This presentation has been prepared by CGG SA. ("CG") in the context of the negotiations between it and certain ofits creditors and other stakeholders in respect of a potential restructuring plan. It is not intended for, and may not be used for, any other purposes, + This document c
Slide 25: Agenda
= Agenda = Agreement in Principle = Characteristics of the group after the financial restructuring = Conclusion and timetable
Slide 26: Agreement in Principle
Agreement in Principle ccc egg.com Passion for Geoscience
Slide 27: Restructuring discussions: positive outcome
== Restructuring discussions: positive outcome = Following the May 12" announcement, the Company has reengaged, under the aegis of the Mandataire Ad Hoc, in restructuring discussions with its main creditors and DNCA * The “Secured Lenders Coordinating Committee" = 52.7% principal amount *TheHYB ad h
Slide 28: Reminder: CGG's Priorities
== Reminder: CGG’s Priorities = Protect the corporate interest of the Company and the full value of its businesses * Timetable to deliver the targeted Financial Restructuring is of the essence in the present market environment = Preserve the Group's integrity * Highly interinked technologies, Produc
Slide 29: Financial Restructuring objectives met
Financial Restructuring objectives met Legacy Maritime Liabilities and Nordic Debt fully addressed in Q1 Full Equitization of the principal amount of the unsecured debt leading to substantial Group deleveraging Extension of the maturity of the secured debt to 2022 (5 years from restructuring closing
Slide 30: Key differences from Company's Proposal dated May 12
= Key differences from Company’s Proposal dated May 12!" = Key differences in Debt Equitization * Conversion price of the High Yield Bonds: $3.5 vs $4 in May 12 proposal * Conversion price of the Convertible Bonds: $11.5 vs $15 in May 12 proposal ® Accrued High Yield Bond coupon to be paid on closin
Slide 31: Agreement in Principle: Equitization of the Unsecured Debt
== Agreement in Principle: Equitization of the Unsecured Debt | SUMMARY OF MAIN ECONOMIC TERMS = HYB: $86m accrued and unpaid interest to be paid on closing with new HY Bonds Treatment of the Unsecured Debt Coupon = CB: $5m accrued and unpaid interest to be paid on closing in cash = HYB outstanding
Slide 32: Agreement in Principle: New Money
Agreement in Principle: New Money $125m Rights Issue with Warrants (ABSA) limited to Existing Shareholders $375m New HYB provided by the Unsecured Lenders 10 Issuing New Shares at $1.75 coupled wit Warrants #2 at $4.5 /5 year matunty = 2 Warrans for 3 New Shares. (Open to all exsting shareholders (b
Slide 33: Agreement in Principle: reinstated secured debt
== Agreement in Principle: reinstated secured debt = Reinstatement of the outstanding c. $800m US and French Revolving Credit Facility + Term Loan B = Upto $150m prepaid at Closing = Secured Bond format * Syear maturity = Libor (floor 1%) + 6.5% cash / 2.5% PIK = Nomaintenance covenant except $185m
Slide 34: Agreement in Principle: Indicative Equity Ownership
== Agreement in Principle: Indicative Equity Ownership Note: Assuming a full take-up in the Rights Issue 12
Slide 35: Characteristics of the group after the financial restructuring
Characteristics of the group after the financial restructuring ccc egg.com Passion for Geoscience
Slide 36: Industrial restructuring: fully achieved
= |ndustrial restructuring: fully achieved | a 100 <= ble nu aie 147 99 36 oe | = YE2013 YE2014 © YE2015 YE 2016 2013, 2014 2015 2018 11060 = 8632 7353 5812 gaz YE2013 © YE2014.««YE2015——YE2016. 2018 2015 2016 source: “ (a) ub cos bose ncaing Depron and Amortzton (2) incwang Manufactrng tempore,
Slide 37: Business mix evolution
== Business mix evolution 20130, 20168, MID-TERM OBJECTIVE Contractual 4GGR_4Equpment ‘Acquistion ‘Acquisition ‘Acquisition dala 15 «
Slide 38: Business plan: selected financial targets
== Business plan: selected financial targets v= o =a ~ - 2017E 2018E 2019E (~$1.5BN (~$2.0BN 35.0% - 40.0% (37.5% - 42.5% aoe sm $100 - 125m Stable at c.$35m Negative — In line with revenue growth (excluding ~$50 MM Pemex accelerated factoring in 2017) seom $15m stom 16 (9) Company nsoea Season ef E
Slide 39: Group Leverage: back below 1.5x beginning of 2018
= Group Leverage: back below 1.5x beginning of 2018 1090 . a7 $6000 \ 2508 (a-teat ‘ oom 4 one sion ‘ 5.00 \ sx00n 23 \ 37 ‘ ‘ S100 i aso _ SS eee aide som moe RAG aF16 QAI6 GLI G27 —GIA7 ALI ALIS aris GPAs QLIs QLIe G29 ars ats Liquidity — UM Leverage Based on mid-point of Business Plan targets, po
Slide 40: Group Liquidity: $1bn improvement at YE 2019 horizon
Group Liquidity: $1bn improvement at YE 2019 horizon sen sm ‘5800 500 80 80 ‘20 pos som ‘on dom BIE 3K OHI QL aaa? Qe ae? art Qual 0% oa oon 207 Laedey won MLB VE me megan vereteo asec Net Sons = te oner <--= Miimum ind Restructuring Savings (over 2017-2019) Additional Liquidity » ML mitigation & No
Slide 41: Debt profile post financial restructuring
Debt profile post financial restructuring ;nior Debt Prof as of 31/03/2017 “From $2.75bn before Restructuring to $1.15bn post restructuring | | Maturities extended to 2022 and 2023 2017 2018 2019 2020 2022 2023 “Average cost of debt at 7.0% cash + 5.0% PIK ‘Senior Debt Profile post Restructuring © €
Slide 42: Conclusion and timetable
Conclusion and timetable Passion for Geoscience egg.com
Slide 43: Next Steps
Next Steps = Finalize legal documentation including lock-up agreements by June 12 at the latest * Agreement in principle is subject to final documentation as well as customary conditions = Interest on the 6.5% Senior Notes due on June 1% 2017 = Put on hold during the 30-day grace period = Interest o
Slide 44: Conclusion: financial objectives met
== Conclusion: financial objectives met Legacy Maritime Liabilities and Nordic Debt fully addressed in Q1 Full Equitization of the principal amount of the unsecured debt leading to substantial Group deleveraging Extension of the maturity of the secured debt to 2022 (5 years from restructuring closin
Slide 45: Appendix
Appendix ccec egg.com Passion for Geoscience
Slide 46: Agreement in Principle: key changes vs Company proposal dated 12 May 2017
Agreement in Principle: key changes vs Company proposal dated12 May 2017 24 vm amour ppl pi acted ane np inert ($1 601m ing aeus by the end of ntr 217 tobe convreaivo uty @ 5 (xc far ne paren tet sez mth bcs fe Rig ae) HB amoirt of pia plu acted an pl rere tain non Clg Date (1.3150 ‘ings bythe Occte
Slide 47: Headline Terms of the Agreement in Principle: Secured Lenders 1/2
Headline Terms of the Agreement in Principle == Secured Lenders (US & French RCF and TLB) — 1/2 {= 066 Holings ne. (US) = end fomat i nytw “+ Adjusted guarantee package compared to existing package, reflecting release of folowing quaranors': CGS MAN, CG Holding UK | GGG Helding UK Sercal ns, Sereal
Slide 48: Headline Terms of the Agreement in Principle: Secured Lenders 2/2
Headline Terms of the Agreement in Principle == Secured Lenders (US & French RCF and TLB) — 2/2 26 Gallabe at par (whole but natn pat at any time during the rt 6 months after Closing Date (or avoidance of doubt ‘tom end of monn 3th repayment wil beincusve of he 3% rah ove foe bal vil be PiKed); Norc
Slide 49: Headline Terms of the Agreement in Principle: New HYB Terms (1/2)
Headline Terms of the Agreement in Principle == New HYB Terms (1/2) 27 occ sa Format: USS documentation consistent with essing USS HYB ‘Sam noah (©,USD Tranche and (i) EUR Tranche in an amu tobe agreed ‘6m rom the payment of accrued and unpaid Coupon ‘Adjusted quarantee package compared o existing p
Slide 50: CGG Wins Extension until 2021 for Oman Dedicated Center
CGG Wins Extension until 2021 for Oman Dedicated Center Paris, France – 23 May 2017 announced today the extension, until the end of 2021, of its contract with Petroleum Development Oman (PDO) for the provision of subsurface imaging technology and services at its dedicated processing center (DPC) in
Slide 51: CGG team at the PDO dedicated processing center in Muscat
CGG team at the PDO dedicated processing center in Muscat. Within the terms of the extension, the DPC’s capacity, resources and responsibilities will be expanded to respond to the specific requirements of PDO’s data acquisition strategy. CGG will also reinforce its significant In-Country Value initi
Slide 52: Leverage ratio and liquidity impact of the Safeguard Plan
The net financial debt / EBITDA ratio (leverage ratio) would be, immediately after completion of the transactions contemplated in the Safeguard Plan, close to 2.1x, while it would have exceeded 8.5x in the absence of any financial restructuring. The restructuring would impact the Group’s liquidity a