T-3/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-3/A

(Amendment No.1)

 

 

FOR APPLICATIONS FOR QUALIFICATION OF

INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939

 

 

ALITHEIA RESOURCES INC.

CGG

CGG HOLDING B.V.

CGG HOLDING (U.S.) INC.

CGG LAND (U.S.) INC.

CGG MARINE B.V.

CGG SERVICES (U.S.) INC.

VIKING MARITIME INC.

(Names of applicants)

 

 

Tour Maine Montparnasse

33, avenue du Maine

75015 Paris

France

+33 1 64 47 45 00

(Address of principal executive offices)

 

 

Securities to be Issued Under the Indenture to be Qualified

 

 

 

Title of Class   Amount
Second Lien Senior Secured Notes due 2024   Up to $461 million (or equivalent in euros) (the “Issue Amount”)

 

 

Approximate date of the proposed offering:

On or before February 28, 2018

Name and address of agent for service:

Cogency Global Inc.

10 E. 40th Street, 10th floor

New York, NY 10016

with a copy to:

Linklaters LLP

Attention: Luis Roth

25 rue de Marignan

Paris 75008

France

 

 

The applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of a further amendment which specifically states that it shall supersede this amendment or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of the applicants.

 

 

 

EXPLANATORY NOTE

This Amendment No. 1 to Form T-3 (this “Amendment”) is being filed on behalf of Alitheia Resources Inc., CGG S.A., CGG Holding B.V., CGG Holding (U.S.) Inc., CGG Land (U.S.) Inc., CGG Marine B.V., CGG Services (U.S.) Inc. and Viking Maritime Inc. (collectively, the “Applicants”). This Amendment is being filed solely to replace the previously filed Exhibit T3C with the new Exhibit T3C filed herewith and update the Exhibits list. This Amendment is not intended to amend or delete any other part of the Applicants’ Application for Qualification (the “Application”). All other information in the Application is unchanged and has been omitted from this Amendment.

EXHIBIT INDEX

 

Exhibit
Number

   

Description

Exhibit T3A1*    Certificate of Incorporation of Alitheia Resources Inc., dated June 29, 2004(2).
Exhibit T3A2*   

Articles of Association of CGG S.A.(1).

Exhibit T3A3*   

Deed of Amendment of Articles of Association of CGGVeritas Holding B.V. (CGG Holding B.V.), dated October 10, 2013 (3).

Exhibit T3A4*   

Certificate of Incorporation of Volnay Acquisition Co. II (CGG Holding (U.S.) Inc.), dated September 5, 2006(2) as amended by the Certificate of Amendment of Certificate of Incorporation of Volnay Acquisition Co. II (CGG Holding (U.S.) Inc.), dated January 12, 2007(2), the Certificate of Amendment of Certificate of Incorporation of CGGVeritas Holding (U.S.) Inc. (CGG Holding (U.S.) Inc.), dated May 31, 2012(3) and the Certificate of Amendment of Certificate of Incorporation of CGG Holding (U.S.) Inc. dated April 30, 2013(3).

Exhibit T3A5*   

Restated Certificate of Incorporation (with Amendments) of Veritas DGC Land Inc. (CGG Land (U.S.) Inc.), dated July 18, 2000(2) as amended by the Certificate of Amendment of Certificate of Incorporation of CGGVeritas Land (U.S.) Inc. (CGG Land (U.S.) Inc.), dated December 19, 2007(4) and the Certificate of Amendment of Certificate of Incorporation of CGG Land (U.S.) Inc., dated April 30, 2013(3).

Exhibit T3A6*   

Deed of Amendment of Articles of Association of CGGVeritas Marine B.V. (CGG Marine B.V.), dated October 10, 2013 (3).

Exhibit T3A7*   

Restated Certificate of Incorporation (with Amendments) of Digicon Geophysical Corp. (CGG Services (U.S.) Inc.), dated February 6, 2001(2) as amended by the Certificate of Amendment of Certificate of Incorporation of CGGVeritas Services (U.S.) Inc. (CGG Services (U.S.) Inc.), dated December 19, 2007(4) and the Certificate of Amendment of Certificate of Incorporation of CGG Services (U.S.) Inc., dated April 30, 2013(3).

Exhibit T3A8*   

Certificate of Incorporation of Viking Maritime Inc., dated March 29, 2001(2).

Exhibit T3B1*   

Amended and Restated Bylaws of Alitheia Resources Inc.(5).

Exhibit T3B2*   

Bylaws of CGGVeritas Services Holding (U.S.) Inc. (CGG Holding (U.S.) Inc.)(5).

Exhibit T3B3*   

Bylaws of Veritas DGC Land Inc. (CGG Land (U.S.) Inc.)(2).

Exhibit T3B4*   

Bylaws of CGGVeritas Services (U.S.) Inc. (CGG Services (U.S.) Inc.)(5).

Exhibit T3B5*   

Amended and Restated Bylaws of Viking Maritime Inc.(5).

Exhibit T3C   

The form of indenture to be entered into by and among the Applicants, The Bank of New York Mellon, London Branch as trustee, principal paying agent, calculation agent, transfer agent and collateral agent as well as international collateral agent, The Bank of New York Mellon SA/NV, Luxembourg Branch as registrar and The Bank of New York Mellon as U.S. collateral agent.

Exhibit T3E*   

Disclosure Statement Soliciting Acceptances of a Plan of Reorganization(6).

Exhibit T3F*   

TIA Cross Reference Sheet (included in the form of indenture filed herewith as Exhibit T3C).

Exhibit 25.1*   

Statement of eligibility and qualification on Form T-1 of The Bank of New York Mellon.

Notes:

 

*

Previously filed.

(1)

Incorporated by reference to Exhibit 1.1 to the Applicant’s annual report for the fiscal year ended December 31, 2016 on Form 20-F filed with the SEC (File Number: 001-14622) on May 1, 2017.

(2)

Incorporated by reference to the Applicant’s Registration Statement on Forms F-3 and S-3 (SEC File No. 333-140274), dated January 29, 2007.

(3)

Incorporated by reference to the Applicant’s Form F-4, filed with the SEC (File Number: 333-197261) on July 3, 2014, as amended.

(4)

Incorporated by reference to the Applicant’s Registration Statement on Form F-4, dated September 21, 2009 (SEC File No. 333-162041), as amended.

(5)

Incorporated by reference to the Applicant’s Registration Statement on Form F-4, dated September 27, 2011 (SEC File No. 333- 177040).

(6)

Incorporated by reference to the Applicant’s Report on Form 6-K, dated August 30, 2017 (SEC File No. 001-14622).

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, each of the Applicants below have duly caused this Application, to be signed on its behalf by the undersigned, thereunto duly authorized and attested in the City of Paris, and the Republic of France, on the 1st day of December 2017.

 

    CGG S.A.

Attest:

  

/s/ Yves Goulard

    

By:

  

/s/ Jean-Georges Malcor

 

Name: Yves Goulard

      

Name: Jean-Georges Malcor

 

Title: SVP Group Treasurer

      

Title: Chief Executive Officer

 

    CGG HOLDING B.V.

Attest:

  

/s/ Yves Goulard

    

By:

  

/s/ Beatrice Place-Faget

 

Name: Yves Goulard

      

Name: Beatrice Place-Faget

 

Title: SVP Group Treasurer

      

Title: Managing Director

 

   

CGG MARINE B.V.

Attest:

  

/s/ Yves Goulard

    

By:

  

/s/ Agathe Cottin

 

Name: Yves Goulard

      

Name: Agathe Cottin

 

Title: SVP Group Treasurer

      

Title: Managing Director

Pursuant to the requirements of the Trust Indenture Act of 1939, each of the Applicants below have duly caused this Application, to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston, and the State of Texas, on the 1st day of December 2017.

 

(SEAL)

    

ALITHEIA RESOURCES INC.

Attest:

  

/s/ Chad Meintel

    

By:

  

/s/ Vince Thielen

 

Name: Chad Meintel

      

Name: Vince Thielen

 

Title: Secretary

      

Title: Treasurer

 

(SEAL)

     CGG HOLDING (U.S.) INC.

Attest:

  

/s/ Chad Meintel

    

By:

  

/s/ Vince Thielen

 

Name: Chad Meintel

      

Name: Vince Thielen

 

Title: Secretary

      

Title: Treasurer

(SEAL)

     CGG LAND (U.S.) INC.

Attest:

  

/s/ Chad Meintel

    

By:

  

/s/ Vince Thielen

 

Name: Chad Meintel

      

Name: Vince Thielen

 

Title: Secretary

      

Title: Treasurer

 

(SEAL)

     CGG SERVICES (U.S.) INC.

Attest:

  

/s/ Chad Meintel

    

By:

  

/s/ Vince Thielen

 

Name: Chad Meintel

      

Name: Vince Thielen

 

Title: Secretary

      

Title: Treasurer

 

(SEAL)

     VIKING MARITIME INC.

Attest:

  

/s/ Chad Meintel

    

By:

  

/s/ Vince Thielen

 

Name: Chad Meintel

      

Name: Vince Thielen

 

Title: Secretary

      

Title: Treasurer