Opening of Placement Period for subscription commitments

Paris, France | Jun 27, 2017

On June 14, 2017, CGG SA (“CGG” or the “Company”) announced that, following the execution of a lock-up agreement (the “LUA”) with certain of its financial creditors and a restructuring support agreement with one of its significant shareholders, both in support of a comprehensive financial restructuring plan (the "Financial Restructuring"), it and certain of its subsidiaries had commenced certain legal proceedings to implement the Financial Restructuring, including the opening of a safeguard proceeding in France, a Chapter 15 filing in the U.S. and the commencement by certain of its subsidiaries of Chapter 11 cases in the U.S.

The Financial Restructuring includes the Company’s plan to raise up to $500 million of new money investments, including a $375 million issue of new second lien senior notes (inclusive of a euro tranche of up to $100 million equivalent) with (i) a cash interest at a rate of LIBOR for the dollar tranche and EURIBOR for the euro tranche (subject to a floor of 1%) + 4% per annum and a payment-in-kind (“PIK”) interest at a rate of 8.5% per annum, (ii) a six-year tenor (the “New Money Second Lien Notes”) and (iii) penny warrants giving the possibility to subscribe for new shares representing 16% of the share capital of the Company1, at a price of €0.01 per new share2 (the “Warrants” and, together with the New Money Second Lien Notes, the “Securities”), to be subscribed by Eligible Holders of Senior Notes (each as defined below) under the terms of a private placement agreement dated June 26, 2017 (the “PPA”).

CGG, certain of its subsidiaries, and the members of the ad hoc committee of the holders of the Senior Notes (the “Committee”) entered into the PPA on June 26, 2017, following authorization by the judge overseeing the safeguard proceeding on June 23 of CGG’s execution of the PPA. In the PPA, the members of the Committee committed (i) to subscribe for their Pro Rata Portion and (ii) to backstop any of the Securities whose subscription is not committed during the Placement Period, as defined and described below3.

CGG announces the opening on Tuesday, June 27, 2017 of the Placement Period (as defined below) for the Subscription Commitment (as defined below) in respect of the Securities. Eligible Holders of Senior Notes may commit to subscribe (the “Subscription Commitment”) for their pro rata portion of the Securities, calculated based on the lower of (i) the aggregate principal amount of Senior Notes held by such holder as of 5 p.m. New York City time on June 1, 2017 (the “Record Date”) and (ii) the aggregate principal amount of Senior Notes held by such holder when it commits to subscribe, in each case, compared to the total principal amount of the Senior Notes outstanding as of the Record Date (the “Pro Rata Portion”). Solely for purposes of calculating holdings as of the Record Date, the net positive position of Senior Notes that are subject to binding trades that have not yet been settled on such date may be deemed held on the Record Date (upon provision of evidence of such net positive position to the satisfaction of Lucid Issuer Services Limited (the “Private Placement Agent”) and the Company).