mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 1 of 45

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1 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 1 of 45 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re CGG S.A., 1 Debtor in a Foreign Proceeding. Chapter 15 Case No (MG) x NOTICE OF HEARING ON THE MOTION OF FOREIGN REPRESENTATIVE FOR AN ORDER RECOGNIZING AND ENFORCING THE ORDER OF THE FRENCH COURT SANCTIONING THE SAFEGUARD PLAN AND GRANTING RELATED RELIEF PLEASE TAKE NOTICE that a hearing to consider the relief requested in the Motion of the Foreign Representative for an Order Recognizing and Enforcing the Order of the French Court Sanctioning the Safeguard Plan and Granting Related Relief dated December 6, 2017 (the Motion ) filed by Béatrice Place-Faget, the duly authorized foreign representative (the Foreign Representative ) of CGG S.A. (the Foreign Debtor ), will be held before the Honorable Martin Glenn in Room 523 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York (the Bankruptcy Court ), on December 21, 2017, at 11:00 a.m. (ET) or as soon thereafter as counsel may be heard. PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion or the relief requested therein must be in writing and in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York and shall be filed (a) by attorneys practicing in the Bankruptcy Court, including attorneys admitted pro hac vice, in accordance with General Order M-399 and the Court s Procedures for the Filing, Signing and Verification of Documents by Electronic Means (copies of each of which may be viewed on the Court s website at and (b) by all other parties in interest, on a compact disc (CD) text-searchable in Portable Document Format (PDF) with a hard copy delivered directly to chambers, in accordance with the customary practices of the Bankruptcy Court and General Order M-399, served upon counsel for the Foreign Representative, Linklaters LLP, 1345 Avenue of the Americas, New York, New York (Attention: Margot B. Schonholtz, Esq., Robert H. Trust, Esq. and Christopher J. Hunker, Esq.), so as to be actually received on or before 4:00 p.m. (ET) on December 14, 2017 (the Objection Deadline ). 1 The last four digits of the Foreign Debtor s federal employer identification number are The location of the Foreign Debtor s executive headquarters is Tour Maine Montparnasse, 33 Avenue du Maine, Paris, France.

2 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 2 of 45 PLEASE TAKE FURTHER NOTICE that all parties in interest opposed to the Motion must appear at the Hearing at the time and place set forth above. PLEASE TAKE FURTHER NOTICE that if no response or objection is timely filed and served, the Foreign Representative may, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form of the proposed order annexed to the Motion, which order may be entered without further notice or hearing. PLEASE TAKE FURTHER NOTICE that the Hearing may be adjourned from time to time without further notice other than an announcement in open court, or a notice of adjournment filed with the Bankruptcy Court, of the adjourned date or dates at the hearing or any other further adjourned hearing. Dated: New York, New York December 6, 2017 Respectfully submitted, /s/ Robert H. Trust Margot B. Schonholtz Robert H. Trust Christopher J. Hunker LINKLATERS LLP 1345 Avenue of the Americas New York, NY (212) (Tel) (212) (Fax) Counsel to the Foreign Representative 2

3 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 3 of 45 Margot B. Schonholtz Robert H. Trust Christopher J. Hunker LINKLATERS LLP 1345 Avenue of the Americas New York, NY (212) (Tel) (212) (Fax) Counsel to the Foreign Representative UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re CGG S.A., 1 Debtor in a Foreign Proceeding. Chapter 15 Case No (MG) MOTION OF THE FOREIGN REPRESENTATIVE FOR AN ORDER RECOGNIZING AND ENFORCING THE ORDER OF THE FRENCH COURT SANCTIONING THE SAFEGUARD PLAN AND GRANTING RELATED RELIEF Béatrice Place-Faget, in her capacity as the duly authorized foreign representative (the Foreign Representative ) of CGG S.A. (the Foreign Debtor ), a French company that commenced reorganization proceedings under French law (the Safeguard Proceeding ) before the Tribunal de Commerce de Paris (Commercial Court of Paris) France (the French Court ) by ruling issued on June 14, 2017, respectfully submits this motion (the Motion ) for entry of an order (the Proposed Order ), substantially in the form attached hereto as Exhibit A, under sections 105(a), 1145, 1507, 1521 and 1525 of title 11 of the United States Code (the Bankruptcy Code ): 1 The last four digits of the Foreign Debtor s federal employer identification number are The location of the Foreign Debtor s executive headquarters is Tour Maine Montparnasse, 33 Avenue du Maine, Paris, France.

4 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 4 of 45 a. giving full force and effect in the United States to the order of the French Court dated December 1, 2017 (the Sanctioning Order ) sanctioning the safeguard plan prepared in the course of the Safeguard Proceeding (including all exhibits, supplements, appendices and schedules thereto, the Safeguard Plan ); 2 b. permanently enjoining all parties affected or bound by the Safeguard Plan from commencing or taking any action inconsistent with the Safeguard Plan or the Sanctioning Order within the territorial jurisdiction of the United States with respect to claims or interests treated under the Safeguard Plan (the Injunction ); c. declaring that the issuance of the Safeguard Securities (as defined below) under the Safeguard Plan is exempt from registration under section 1145 of the Bankruptcy Code; d. authorizing the Foreign Representative to seek entry of a final decree (the Proposed Final Decree ), the form of which is annexed hereto as Exhibit B, to close this chapter 15 case (the Chapter 15 Case ) upon notice of presentment and deeming this Motion to be the final report required to be filed by the Foreign Representative under Rule 5009(c) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ); e. waiving the 14-day stay of effectiveness of the order; and f. granting such other and further relief as the Court deems just and proper. In support of this Motion, the Foreign Representative submits the Declaration of Béatrice Place-Faget in Support of the Motion for an Order Recognizing and Enforcing the Order of the French Court Sanctioning the Safeguard Plan and Granting Related Relief (the Place-Faget Declaration ) and the Declaration of Caroline Texier in Support of the Motion for an Order Recognizing and Enforcing the Order of the French Court Sanctioning the Safeguard Plan and Granting Related Relief (the Texier Declaration ) filed contemporaneously herewith and respectfully states as follows: 2 English translations of the Sanctioning Order and the Safeguard Plan (without exhibits) are attached hereto as Exhibits C and D respectively. 2

5 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 5 of 45 PRELIMINARY STATEMENT 1. This Motion represents the culmination of more than twelve months of planning, preparation and arduous negotiations between the Foreign Debtor and its stakeholders on the terms of a comprehensive financial restructuring (the Financial Restructuring ). The Foreign Debtor and its subsidiaries (collectively, the Group ) reached an agreement with their key creditors and shareholders on the terms of the Financial Restructuring that will significantly deleverage the Group s balance sheet, preserve jobs, maximize value and strategically position the Group for continued success in the oil and gas exploration and production industry (the E&P Industry ). 2. This complex cross-border Financial Restructuring is being implemented using two separate insolvency regimes on parallel tracks in the United States and France. In the United States, the Foreign Debtor s direct and indirect subsidiaries that guaranteed its secured debt and unsecured bonds filed for chapter 11 protection to pursue confirmation of a chapter 11 plan. The chapter 11 plan enjoys overwhelming support from its creditors 100% of the holders of the Group s prepetition funded secured debt (approximately $810 million) and holders of approximately $1.35 billion out of $1.38 billion in unsecured bond debt voted to accept the chapter 11 plan, which this Court confirmed on October 16, In France, the Foreign Debtor filed the Safeguard Proceeding to implement the Financial Restructuring through the Safeguard Plan. The Safeguard Plan similarly received overwhelming support from the Foreign Debtor s creditors and shareholders. It was approved by 100% of the Foreign Debtor s secured lenders and holders of over 93% in amount of its unsecured bonds that voted on the Safeguard Plan. On November 13, 2017, the Foreign Debtor s shareholders present or represented at the general meeting also overwhelmingly approved the 3

6 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 6 of 45 resolutions necessary to implement the Financial Restructuring (the Resolutions ). With this support, the French Court approved the Safeguard Plan in the Sanctioning Order. 4. The last court-supervised step in this consensual Financial Restructuring is chapter 15 recognition and enforcement of the French Court s Sanctioning Order. The Foreign Representative submits that recognition and enforcement is warranted under sections 105, 1507 and 1521 of the Bankruptcy Code and principles of international comity. Accordingly, the Foreign Representative respectfully requests that this Court grant the relief requested herein to ensure that the Sanctioning Order and the Safeguard Plan are applied consistently in France and the United States. JURISDICTION AND VENUE 5. The Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York dated as of January 31, 2012, Reference M-431, In re Standing Order of Reference Re: Title 11, 12 Misc (S.D.N.Y. Feb. 1, 2012) (Preska, C.J.). This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper in this District pursuant to 28 U.S.C The statutory predicates for the relief requested in this Motion are sections 105(a), 1145, 1507, 1521 and 1525 of the Bankruptcy Code. THE GLOBAL FINANCIAL RESTRUCTURING 3 6. Like other service providers in the E&P Industry, the Group has suffered the 3 Set forth herein is an overview of the Financial Restructuring contemplated in the Safeguard Proceeding and the Chapter 11 Cases. For a full description of the Foreign Debtor and the Group, their businesses, financial position, capital structure, pre-petition restructuring efforts and events giving rise to the Safeguard Proceeding, the Foreign Representative respectfully refers the Court to the Verified Petition Under Chapter 15 for Recognition of a Foreign Main Proceeding [Dkt. No. 2] (the Verified Petition ) and the Declaration of Béatrice Place-Faget in Support of Chapter 15 Verified Petition [Dkt. No. 4] filed on the Petition Date and incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Verified Petition. 4

7 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 7 of 45 severe adverse effects of the precipitous drop in oil and gas prices since The Group s revenues have declined significantly since that time. In 2016, the Group s annual revenues were just one-third of what they were before the crisis in the E&P Industry began. The Group also has significant funded indebtedness totaling approximately $2.868 billion, which is comprised primarily of approximately: (i) $810 million in secured debt under U.S. and French revolving credit facilities and a U.S. term loan facility, (ii) $1.997 billion in unsecured senior notes and unsecured and unguaranteed convertible bonds and (iii) $61 million of capital lease and other obligations. See Place-Faget Declaration at Facing an unprecedented decline in revenues and substantial funded indebtedness, the Group implemented a series of cost-saving measures to maximize operational efficiencies. The Group divested non-core and underperforming assets, eliminated general and administrative costs wherever possible and reduced headcount. Despite these efforts, management ultimately determined that cost-saving measures alone would be insufficient to allow the Group to successfully weather the ongoing downturn, given their substantial funded indebtedness. After determining that a comprehensive financial restructuring was needed to deleverage the Group s balance sheet, management began discussions with the Group s various stakeholders concerning the terms of a financial restructuring. See Place-Faget Declaration at Given the complexity of this restructuring effort and the number of stakeholders involved, in February 2017, the Group requested that the President of the French Court appoint a mandataire ad hoc to aid in these negotiations. 4 On February 27, 2017, the President of the French Court appointed a mandataire ad hoc, naming SELARL FHB, and specifically Mrs. Hélène Bourbouloux, to the position. The mandataire ad hoc coordinated and directed 4 A mandataire ad hoc serves a critical role in French restructurings and may best be analogized to a mediator in the United States. Like a mediator, a mandataire ad hoc cannot compel parties to reach agreement; instead, the mandataire ad hoc facilitates negotiations between a company and its stakeholders. 5

8 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 8 of 45 numerous in-person meetings and calls between the Group and its various stakeholders regarding the terms of a potential financial restructuring. Those negotiations involved representatives and advisors from each of the Group s key constituencies, including: (i) an ad hoc group of Secured Lenders (the Ad Hoc Lender Group ); (ii) an ad hoc group of High Yield Bondholders (the Ad Hoc Senior Noteholder Group ); (iii) certain holders of Convertible Bonds; and (iv) certain of the largest shareholders of the Foreign Debtor, including DNCA Finance ( DNCA ), a shareholder with significant cross-holdings in certain of the Group s funded indebtedness. See Place-Faget Declaration at After months of intense, arm s-length negotiations, the Group entered into a lockup agreement dated June 13, 2017 (the Lock-Up Agreement ) with (i) Secured Lenders holding approximately 57% in amount of the Group s secured debt, (ii) holders of approximately 52% in amount of the Group s High Yield Bonds and (iii) DNCA, in its capacity as holder of 5.5% in amount of the High Yield Bonds and 20.7% in amount of the Convertible Bonds. On the same date, DNCA executed a restructuring support agreement in which DNCA, as a significant shareholder, committed to support the Financial Restructuring and vote in favor of the Resolutions. See Place-Faget Declaration at The Lock-Up Agreement memorialized the terms of the Group s complex crossborder Financial Restructuring, which, as described in the Lock-Up Agreement and embodied in the Safeguard Plan, provides for: 5 (a) Full equitization of (i) the amounts due under the High Yield Bonds, except for $86 million of accrued interest (which shall receive new second lien senior notes in satisfaction thereof (the New Second Lien Interest Notes )); and (ii) the amounts due under the Convertible Bonds, except for accrued interest in an amount in euros equivalent to $5 million. High Yield Bondholders and holders of 5 This summary of the Safeguard Plan is qualified in its entirety by the terms of the Safeguard Plan. To the extent there is any inconsistency between this summary and the Safeguard Plan, the Safeguard Plan governs. 6

9 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 9 of 45 Convertible Bonds (the Convertible Bondholders ) will receive their pro rata share of new common shares of the Foreign Debtor (the New CGG Shares ) in exchange for, and in full and final satisfaction and discharge of, their claims; (b) Unless such claims are refinanced and paid in full and in cash, the exchange of the claims under the Secured Loans (other than the interest and fees (other than default interest and penalties) which shall be paid in cash and the Upfront Pay Down (as defined below)) into 5-year maturity notes with a bullet repayment at maturity, governed by New York law and issued by CGG Holding (U.S.) Inc., with an interest rate equal to (i) a cash coupon of floating LIBOR (subject to a floor of 1.0%) plus 6.50% per annum, and (ii) with respect to the PIK interest, a rate between 0 and 2.50% per annum based on the aggregate principal amount outstanding of such new notes immediately after the date on which all transactions contemplated in the plans will be completed (the Effective Date ). 6 A partial upfront pay-down in cash up to a maximum amount of $150 million (the Upfront Pay Down ) may also be made to the Secured Lenders in certain circumstances; (c) Provision of new money up to a maximum amount of $500 million as follows: (i) an amount in euros equivalent to $125 million, by way of a share capital increase with preferential subscription rights for the benefit of the Foreign Debtor s current shareholders, who will be entitled to subscribe for New CGG Shares with warrants. The subscription to the share capital increase is backstopped by DNCA for an amount equivalent in euros of $80 million. The remaining amount is backstopped by the High Yield Bondholders by way of set-off of High Yield Bond claims; (ii) $375 million aggregate principal amount of New Second Lien Notes plus Warrants 3. (d) issuance of warrants at no cost to the Foreign Debtor s existing shareholders (the Warrants 1 and together with the New Second Lien Interest Notes and the New CGG Shares to be issued to the High Yield Bondholders and the Convertible Bondholders under the Safeguard Plan, the Safeguard Securities ) in addition to the preferential subscription rights for the New CGG Shares. 11. Following execution of the Lock-Up Agreement, the Group simultaneously commenced insolvency proceedings in multiple jurisdictions to obtain court approval of the agreed Financial Restructuring. Specifically, on June 14, 2017 (the Petition Date ), the Foreign Debtor commenced the Safeguard Proceeding in the French Court and filed a chapter 15 petition and the Verified Petition in this Court, thereby commencing this Chapter 15 Case. Also 6 Given that certain liabilities are subject to a term-out option over 10 years, the Foreign Debtor requested that the French Court rule that the duration of the Safeguard Plan shall be 10 years from the date of the Sanctioning Order. 7

10 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 10 of 45 on the Petition Date, certain of the Foreign Debtor s direct and indirect subsidiaries (the Chapter 11 Debtors ) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code, thereby commencing parallel chapter 11 cases (the Chapter 11 Cases ). 7 Certain of the Chapter 11 Debtors also filed petitions seeking recognition of their Chapter 11 Cases in Canada. 8 See Place-Faget Declaration at Immediately following the Petition Date, in an effort to garner additional creditor support and obtain approval of a critical component of the new money contemplated by the Financial Restructuring, the Foreign Debtor sought and obtained approval from the French Court to enter into a private placement agreement (the PPA ). The PPA secures $375 million of new financing from eligible High Yield Bondholders through a fully-backstopped private placement of new second lien senior notes (the New Second Lien Notes ) with warrants (the Warrants 3 ) issued by the Foreign Debtor. Under the PPA, the period for eligible High Yield Bondholders to commit to subscribe for their pro rata portion of the New Second Lien Notes and Warrants 3 was open from June 27, 2017 until July 7, See Place-Faget Declaration at At the conclusion of the subscription period, holders of approximately 86% in amount of High Yield Bonds had committed to subscribe to the New Second Lien Notes and signed the Lock-Up Agreement. 9 By that time, the Foreign Debtor also had obtained the support of additional Secured Lenders holding approximately 21% in amount of the Secured Debt. As a result of these efforts, the Foreign Debtor enjoyed the support of holders of approximately 74% 7 The Chapter 11 Cases are jointly administered as In re CGG Holding (U.S.) Inc., Case No (MG). 8 Specifically, CGG Canada Services Ltd. and Sercel Canada Ltd. filed petitions for recognition of the Chapter 11 Cases under the Companies Creditors Arrangement Act in Canada. 9 The remaining approximately 14% is backstopped in full and in cash by the members of the Ad Hoc Senior Noteholder Group (or their authorized transferees under the PPA). 8

11 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 11 of 45 in amount of the combined High Yield Bonds and Convertible Bonds and Secured Lenders holding approximately 78% in amount of Secured Debt. See Place-Faget Declaration at With the support of its key creditor constituencies, the Foreign Debtor executed the Safeguard Plan in France and distributed it to its creditors on July 12, On July 28, 2017, following ample notice and adequate disclosure of the Safeguard Plan in accordance with French law, the Foreign Debtor convened the meetings of the committee of credit institutions and assimilated entities (the Lenders Committee ) and the bondholders general meeting (the BGM ) to vote on the Safeguard Plan. The Lenders Committee voted unanimously to approve the Safeguard Plan, and holders of approximately 93.5% in amount of High Yield Bonds and Convertible Bonds that cast votes at the BGM also approved the Safeguard Plan, far surpassing the two-thirds in amount threshold required within each committee/meeting under French law. 10 See Place-Faget Declaration at While the Foreign Debtor sought its creditors approval of the Safeguard Plan in France, the Foreign Debtor and the Chapter 11 Debtors worked diligently to obtain the necessary approvals of the Financial Restructuring in this Court. See Place-Faget Declaration at 15. In this Chapter 15 Case, the Foreign Debtor requested recognition of the Safeguard Proceeding as a foreign main proceeding under section 1520 of the Bankruptcy Code, and on July 13, 2017, this Court granted that relief. See Order Recognizing Foreign Proceeding [Dkt. No. 17] (the Recognition Order ). 16. The Chapter 11 Debtors also worked closely with the Group s key creditors to prepare a chapter 11 plan and disclosure statement that would govern the implementation of the 10 For a full description of the relevant creditor committees, voting thresholds and voting process, the Foreign Representative respectfully refers this court to the Declaration of Caroline Texier in Support of the Verified Petition under Chapter 15 for Recognition of a Foreign Main Proceeding [Dkt. No. 5], which was filed on the Petition Date and is incorporated herein by reference. 9

12 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 12 of 45 Financial Restructuring of the Chapter 11 Debtors in the U.S., Canada, the United Kingdom, the Netherlands and Norway. On July 24, 2017, the Chapter 11 Debtors filed their Joint Chapter 11 Plan of Reorganization of CGG Holding (U.S.) and Certain Affiliates [Ch. 11 Dkt. No. 126] (as modified, amended or supplemented from time to time, the Chapter 11 Plan ) and the Disclosure Statement for Joint Chapter 11 Plan of Reorganization of CGG Holding (U.S.) Inc. and Certain Affiliates [Ch. 11 Dkt. No. 127] (the Disclosure Statement ). 11 See Place-Faget Declaration at The Chapter 11 Plan is designed to implement the Financial Restructuring with respect to the claims held by the Secured Lenders and High Yield Bondholders against the Chapter 11 Debtors. In addition, the Chapter 11 Plan provides that the securities to be issued by the Chapter 11 Debtors (the Chapter 11 Securities ) 12 are exempt from registration under section 1145 of the Bankruptcy Code. The Chapter 11 Plan also contains a standard injunction and discharge for the benefit of the Chapter 11 Debtors. 18. Following this Court s approval of the Disclosure Statement on August 29, 2017, 13 the Chapter 11 Debtors solicited votes on the Chapter 11 Plan in accordance with the procedures set forth in the Disclosure Statement Order. At the conclusion of the solicitation period, 100% of the Secured Lenders that voted on the Chapter 11 Plan voted to accept it, and 11 The solicitation versions of the Chapter 11 Plan and Disclosure Statement were filed on September 29, See Ch. 11 Dkt. No. 285 and The offers and sales of Chapter 11 Securities under the Chapter 11 Plan that are exempt from registration are: (i) the issuance of new first lien notes to the Secured Lenders, (ii) the conversion of the High Yield Bondholders claims into New CGG Shares pursuant to the Safeguard Plan and (iii) the issuance of the New Second Lien Interest Notes to the High Yield Bondholders on account of the $86 million of accrued interest under the High Yield Bonds. 13 See Order Approving (A) the Adequacy of the Disclosure Statement; (B) Solicitation and Notice Procedures with Respect to Confirmation of the Joint Chapter 11 Plan of Reorganization of CGG Holding (U.S.) Inc. and Certain Affiliates; (C) the Form of Ballots and Notices in Connection Therewith; (D) the Scheduling of Certain Dates with Respect Thereto; and (E) Related Relief [Ch. 11 Dkt. No. 246] (the Disclosure Statement Order ). 10

13 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 13 of 45 holders of 97.14% in number and 97.96% in amount of High Yield Bonds that cast ballots also voted to accept the Chapter 11 Plan. Just three out of 154 creditors that voted on the Chapter 11 Plan voted to reject it. Accordingly, the Chapter 11 Plan like the Safeguard Plan received overwhelming support from its creditors. See Place-Faget Declaration at At a hearing held on October 10, 2017, this Court confirmed the Chapter 11 Plan and approved, among other things, the Chapter 11 Plan discharge and injunction and the application of the section 1145 exemption with respect to the Chapter 11 Securities. 14 On October 16, 2017, this Court entered the Confirmation Order. The effectiveness of the Chapter 11 Plan is conditioned upon, among other things, French Court approval of the Safeguard Plan and this Court s recognition and enforcement of the Sanctioning Order in this Chapter 15 Case. See Place-Faget Declaration at While pursuing confirmation of the Chapter 11 Plan in the U.S., the Foreign Debtor simultaneously devoted substantial resources to garner the support of its shareholders in respect of the Financial Restructuring. Under French law, the Foreign Debtor needed its shareholders to vote to approve the Resolutions. As noted above, DNCA, which holds approximately 7.9% of the Foreign Debtor s outstanding shares and approximately 7.7% of the voting rights, is a party to the Lock-Up Agreement and agreed to support the Financial Restructuring. See Place-Faget Declaration at The Foreign Debtor s board of directors appointed Ledouble SAS ( Ledouble ) as an independent appraiser to opine on the fairness to the shareholders of the Financial Restructuring embodied in the Safeguard Plan. On October 13, 2017, Ledouble published a report in which it concluded that the Financial Restructuring set forth in the Safeguard Plan taken 14 See Findings of Fact, Conclusions of Law, and Order Confirming the Debtors Joint Chapter 11 Plan of Reorganization [Ch. 11 Dkt. No. 337] (the Confirmation Order ). 11

14 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 14 of 45 as a whole is fair to the Foreign Debtor s shareholders. The report notes that the Safeguard Plan meets an immediate need to reduce the Group s indebtedness, which is essential if it is to continue as a going concern, and that absent the contemplated restructuring, shareholders could potentially lose their entire investment. The report also states that while the warrants to be distributed to shareholders are currently out of the money, they have a long exercise period which will enable existing shareholders to share in the upside of the Group s future success. See Place-Faget Declaration at The Foreign Debtor also sought to obtain the support of its largest shareholder Bpifrance Participations ( Bpifrance ), a finance company partially owned by the French state. It holds approximately 9.35% of the Foreign Debtor s outstanding shares and approximately 10.90% of the voting rights. After intense arm s-length negotiations, the Foreign Debtor reached an agreement with Bpifrance to secure its vote in favor of the Resolutions in exchange for certain undertakings made by the Foreign Debtor, DNCA and certain members of the Ad Hoc Senior Noteholder Group. Those undertakings made by the Foreign Debtor include (i) a restriction on the Foreign Debtor s ability to sell significant assets for approximately two years without prior approval by the French Court, (ii) an agreement by the Foreign Debtor not to implement further workforce reductions in France for approximately two years and (iii) an agreement by the Foreign Debtor to maintain its headquarters in France for approximately five years. 15 The Foreign Debtor agreed to request that the French Court approve these undertakings as well as those of DNCA and certain members of the Ad Hoc Senior Noteholder Group in the Sanctioning Order. See Place-Faget Declaration at The Foreign Debtor s business plan does not contemplate disposal of significant assets, and this undertaking will not prevent the Foreign Debtor from pursuing asset dispositions in response to changing market conditions, subject to French Court approval. In any event, the Foreign Debtor does not have significant assets located in the United States. 12

15 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 15 of On October 31, 2017, the Foreign Debtor held a general meeting of its shareholders, which was attended by 22.48% of the Foreign Debtor s share capital of those shareholders present or represented. This fell below the 25% quorum required under French law to vote on the Resolutions. With the continuing support of its key stakeholders, which agreed to extend the relevant milestone under the Lock-Up Agreement to provide the Foreign Debtor additional time to obtain shareholder approval, the Foreign Debtor reconvened the shareholders general meeting in a second convening held on November 13, 2017 to vote on the Resolutions. Under French law, the required quorum at a second convening of the shareholders general meeting is reduced to 20%. At the second convening, the 20% quorum was satisfied, and the Resolutions received over 90% support by the shareholders present or represented, thereby exceeding the voting threshold of two-thirds in amount of those present or represented. See Place-Faget Declaration at Having obtained the necessary support of its creditors and shareholders, the Foreign Debtor addressed the lone objection against the vote of the BGM on the Safeguard Plan from a small minority of Convertible Bondholders holding approximately 3% in amount of the 1.25% Convertible Bonds due 2019 and approximately 16% in amount of the 1.75% Convertible Bonds due 2020 (the Convertible Bondholder Group ). See Place-Faget Declaration at 23. Under French law, members of the Lenders Committee and the BGM can challenge the holding (including the composition, functioning and vote) of the Lenders Committee or the BGM, respectively, within ten days of the vote. See Texier Declaration at 6. The Convertible Bondholder Group argued in its objection that (i) the Convertible Bondholders and the High Yield Bondholders should not receive different treatment under the Safeguard Plan and (ii) in any event, the difference in treatment of the Convertible Bondholders and the High Yield 13

16 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 16 of 45 Bondholders provided in the Safeguard Plan was not justified and manifestly disproportionate. See Texier Declaration at In its response filed with the French Court, the Foreign Debtor argued that the objection should be deemed inadmissible by the French Court because the objection did not challenge the holding (including the composition, functioning and vote) of the BGM and instead was based upon the allegedly unfair terms of the Safeguard Plan. Regarding the merits of the objection, the Foreign Debtor argued that the Safeguard Plan s treatment of the Convertible Bondholders and the High Yield Bondholders was consistent with French law. Under French law, a safeguard plan may provide for differences in the treatment of creditors within a lenders committee or a bondholders general meeting if the difference in the situation of the creditors so justifies. Here, the Foreign Debtor argued that the Convertible Bondholders and the High Yield Bondholders are not similarly situated from a legal, economic or financial standpoint. In particular, the High Yield Bonds are guaranteed by the Chapter 11 Debtors, while the Convertible Bonds are not guaranteed by any Group entity. Accordingly, the High Yield Bondholders are entitled to different (and better) treatment under the Safeguard Plan. See Texier Declaration at In accordance with French law, the supervising judge of the French Court appointed an independent expert, Degroof Petercam Finance ( DPF ), a Belgian bank, to opine on the treatment of the Convertible Bondholders as compared to the High Yield Bondholders under the Safeguard Plan at the joint request of the Foreign Debtor and SELARL FHB, in the name of Mrs. Bourbouloux, acting as judicial administrator of the Foreign Debtor and appointed as such by the opening ruling of the Safeguard Proceeding (the Judicial Administrator ). On October 25, 2017, DPF confirmed that the Safeguard Plan provided for reasonable and justifiable 14

17 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 17 of 45 treatment of the Convertible Bondholders claims in light of the circumstances of the case. See Texier Declaration at On November 20, 2017, the French Court held a hearing (the Sanctioning Hearing ) at which the Foreign Debtor requested that the French Court sanction the Safeguard Plan. At the Sanctioning Hearing, the French Court examined whether the Safeguard Plan sufficiently protected the interests of all affected creditors in accordance with French law. In particular, the French Court ensured that the treatment of the various groups of creditors was justified and not manifestly disproportionate. Consistent with French law procedures governing sanctioning hearings, the French Court heard the oral arguments of the Foreign Debtor, the Convertible Bondholder Group, DNCA, the Judicial Administrator, SELAFA MJA, in the name of Mrs. Jouve, acting as creditors representative and appointed as such by the opening ruling of the Safeguard Proceeding (the Creditors Representative ), and the observations of JG Capital Management, acting as controlling creditor, at the Sanctioning Hearing. The French Court also considered the written legal arguments and supporting evidence (including the DPF report) provided by all the parties and filed with the French Court. The Convertible Bondholder Group submitted its own expert opinion in support of its objection that the Safeguard Plan s different treatment of the High Yield Bondholders was unreasonable and unjustified. See Texier Declaration at The French Court spent more than ten days deliberating and writing its opinion. On December 1, 2017, the French Court entered the Sanctioning Order which contained two parts: first, it overruled the Convertible Bondholder Group s objection and second, it approved the Safeguard Plan. The French Court found that the Convertible Bondholder Group s objection was inadmissible because it did not comply with French law. Specifically, under articles L

18 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 18 of and L of the French Commercial Code, a member of the BGM can challenge the validity of the holding of such meeting, and of the decisions that have been made at the BGM, but not the validity of the contents of the Safeguard Plan itself. The French Court further noted that the Convertible Bondholder Group did not challenge (i) the calculation of the voting rights, (ii) the modalities of the vote or (iii) the counting of votes at the BGM. It only challenged the contents of the Safeguard Plan. Consequently, the French Court found that the objection of the Convertible Bondholder Group did not fall within the scope of article L of the French Commercial Code and therefore held it inadmissible. See Texier Declaration at In the portion of the Sanctioning Order approving the Safeguard Plan, the French Court found that the differentiated treatment among creditors provided therein was reasonable under the circumstances and justified based on objective facts, in light of the factual evidence provided to the French Court (and in particular the DPF report). The French Court also noted that the Safeguard Plan had been approved by the Lenders Committee, the BGM (the validity of these meetings not having been challenged by the Convertible Bondholder Group or any other party), and the shareholders meeting and was supported by the employees representatives. Given the overwhelming support of these stakeholders, the French Court found that the Safeguard Plan was satisfactory in light of the interests of the creditors, the shareholders and the employees. Furthermore, the French Court found that the Safeguard Plan would provide the Foreign Debtor with sufficient financial flexibility to ensure its sustainability and development in the context of the anticipated market conditions, which is in the interests of all stakeholders. The French Court also approved the undertakings made by the Foreign Debtor, DNCA and certain members of the Ad Hoc Senior Noteholder Group to Bpifrance. See Texier Declaration at

19 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 19 of The two parts of the Sanctioning Order may be subject to different types of recourse in the competent French courts. The Convertible Bondholder Group has the right to appeal the portion of the Sanctioning Order that overruled its objection within ten days of the notification of the Sanctioning Order to them. With respect to the portion of the Sanctioning Order approving the Safeguard Plan, the parties to the proceedings (such as the Judicial Administrator or the Creditors Representative, which would be theoretical in this case, since these court-appointed trustees supported the Safeguard Plan) can appeal the Sanctioning Order within ten days of the notification thereof to them. The portion of the Sanctioning Order approving the Safeguard Plan may also be subject to a third-party opposition (tierce-opposition) in front of the French Court within ten days of the publication in BODACC (French legal gazette) by (i) third parties to the proceedings or (ii) creditors who were present or represented in the proceedings, such as the Convertible Bondholder Group, provided that the creditor can demonstrate that the Sanctioning Order was rendered in fraud of its rights or that it can raise grounds that would be specific to such claimant (as distinct from other creditors). Therefore, the Convertible Bondholder Group might appeal the portion of the Sanctioning Order overruling its objection and concurrently launch a third-party opposition with respect to the portion of the Sanctioning Order approving the Safeguard Plan, provided that it can demonstrate that the aforementioned statutory conditions are satisfied. If the Convertible Bondholder Group appeals the portion of the Sanctioning Order overruling its objection and launches a third-party opposition with respect to the portion of the Sanctioning Order approving the Safeguard Plan, the third-party opposition procedure would be stayed pending the decision on the appeal process. See Texier Declaration at

20 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 20 of The Safeguard Plan would remain enforceable during any of these recourses except in the case of an appeal brought by the Public Prosecutor (such appeal being very unlikely in this case since the Public Prosecutor supported the approval of the Safeguard Plan by the French Court and the dismissal of the claims brought by the Convertible Bondholder Group). See Texier Declaration at Now, the Foreign Representative on behalf of the Foreign Debtor returns to this Court seeking, among other relief, to have this Court recognize and enforce the Sanctioning Order entered by the French Court so the Group may proceed promptly with the implementation of the Financial Restructuring contemplated by the confirmed Chapter 11 Plan and the approved Safeguard Plan. Under the Lock-Up Agreement, the deadline for the Financial Restructuring to be implemented is February 28, The Foreign Debtor needs this time to pursue the necessary steps to implement the Financial Restructuring including, among other things, obtaining the visa 16 from the AMF the financial markets regulatory authority in France necessary to begin the restructuring implementation steps, as well as launching the rights offering process contemplated in the Safeguard Plan and the Chapter 11 Plan. RELIEF REQUESTED 33. The Foreign Representative respectfully requests entry of an order, substantially in the form attached hereto as Exhibit A, (i) giving full force and effect in the United States to the Sanctioning Order, (ii) permanently enjoining all parties affected or bound by the Safeguard Plan from commencing or taking any action inconsistent with the Safeguard Plan or the Sanctioning Order within the territorial jurisdiction of the United States with respect to claims or interests treated under the Safeguard Plan, (iii) declaring that the Safeguard Securities to be 16 A visa is the French equivalent of a notice of effectiveness in respect of an SEC registration statement and is required for the equity issuances contemplated under the Safeguard Plan. 18

21 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 21 of 45 issued by the Foreign Debtor under the Safeguard Plan are exempt from registration in accordance with section 1145 of the Bankruptcy Code, (iv) authorizing the Foreign Representative to seek entry of the Proposed Final Decree, the form of which is annexed hereto as Exhibit B, to close this Chapter 15 Case upon notice of presentment and deeming this Motion to be the final report required to be filed by the Foreign Representative under Bankruptcy Rule 5009(c), (v) waiving the 14-day stay of effectiveness of the order and (vi) granting related relief. BASIS FOR RELIEF REQUESTED 34. The relief requested in this Motion is authorized pursuant to sections 105(a), 1145, 1507, 1521 and 1525 of the Bankruptcy Code and is consistent with well-established principles of international comity. Upon recognition of a foreign proceeding, section 1521(a) authorizes the Court to grant any appropriate relief at the request of the foreign representative where necessary to effectuate the purpose of [chapter 15] and to protect the assets of the debtor or the interests of the creditors[,] including any relief that may be available to a trustee or debtor-in-possession, subject to certain exceptions that do not apply here. 11 U.S.C. 1521(a); In re Daebo Int'l Shipping Co., Ltd., 543 B.R. 47, (Bankr. S.D.N.Y. 2015); Hosking v. TPG Capital Mgmt. (In re Hellas Telecomms. (Lux.) II SCA), 535 B.R. 543, 586 (Bankr. S.D.N.Y. 2015) ( a foreign representative may obtain relief available to a trustee under the Bankruptcy Code.... ); see also In re ABC Learning Centres Ltd., 728 F.3d 301, 306 (3d Cir. 2013) ( Foreign Representatives can access U.S. courts to request enforcement of orders of the foreign proceeding and to stay actions against foreign debtors property in the United States. ). 35. The Court may also grant relief pursuant to section 1507, which authorizes the Court to provide additional assistance to a foreign representative under the Bankruptcy Code 19

22 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 22 of 45 or other U.S. law at any time after recognition. See 11 U.S.C. 1507(a). 17 Moreover, section 105(a) of the Bankruptcy Code authorizes the court to issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). 36. In addition, Chapter 15 of the Bankruptcy Code empowers courts with broad, flexible rules to fashion relief that is appropriate to effectuate the objectives of the chapter in accordance with comity. In re Rede Energia S.A., 515 B.R. 69, 91 (Bankr. S.D.N.Y. 2014) (citing In re Bear Stearns High-Grade Structured Credit Strategies Master Fund, Ltd., 389 B.R. 325, (S.D.N.Y. 2008)); In re SPhinX, Ltd., 351 B.R. 103, 112 (Bankr. S.D.N.Y. 2006) ( chapter 15 maintains and in some respects enhances the maximum flexibility... that section 304 provided bankruptcy courts in handling ancillary cases in light of principles of international comity and respect for the laws and judgments of other nations. ) (internal citations omitted). Courts are guided by the principles of comity and cooperation with foreign courts in deciding whether to grant the foreign representative additional post-recognition relief. In re Metcalfe & Mansfield Alternative Investments, 421 B.R. 685, 696 (Bankr. S.D.N.Y.2010) (citing In re Atlas Shipping A/S, 404 B.R. 726, 738 (Bankr. S.D.N.Y. 2009)); see also CT Inv. Mgmt v. Cozumel Caribe (In re Cozumel Caribe S.A. de C.V.), 482 B.R. 96, 113 (Bankr. S.D.N.Y. 2012) (noting that comity is a central tenet in chapter 15 proceedings); 11 U.S.C (stating that the purpose of chapter 15 is to provide mechanisms for cooperation and comity between courts dealing with cross-border insolvency cases). As this Court has explained: While recognition of the foreign proceeding turns on the objective criteria under 1517, relief [post-recognition] is largely discretionary and turns on subjective factors that embody 17 The relief requested herein is also consistent with section 1525(a) of the Bankruptcy Code, which provides that [c]onsistent with section 1501, the court shall cooperate to the maximum extent possible with a foreign court or a foreign representative, either directly or through the trustee. 11 U.S.C. 1525(a); see In re Inversora Eléctrica de Buenos Aires S.A., 560 B.R. 650, 656 (Bankr. S.D.N.Y. 2016) (finding that enforcement of an Argentine homologation order was consistent with section 1525 of the Bankruptcy Code). 20

23 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 23 of 45 principles of comity. Once a case is recognized as a foreign main proceeding, chapter 15 specifically contemplates that the court will exercise its discretion consistent with principles of comity. In re Sino-Forest Corp., 501 B.R. 655, 664 (Bankr. S.D.N.Y. 2013) (internal citations and quotations omitted). Here, the Court should exercise its discretion pursuant to sections 105(a), 1145, 1507, 1521 and 1525 of the Bankruptcy Code, consistent with the principles of comity, to recognize and enforce the Sanctioning Order, grant the Injunction, and apply the section 1145 exemption to the issuance of the Safeguard Securities. I. THE SANCTIONING ORDER SHOULD BE RECOGNIZED AND ENFORCED 1. Recognition and Enforcement of the Sanctioning Order is Warranted Under Section 1521 of the Bankruptcy Code 37. Recognition and enforcement of the Sanctioning Order is appropriate relief under section 1521(a) of the Bankruptcy Code because recognition and enforcement by this Court of the Sanctioning Order is a critical component in a series of steps required to effectuate the Financial Restructuring. Recognition and enforcement of the Sanctioning Order is necessary to ensure that the Financial Restructuring contemplated by the Safeguard Plan and the confirmed Chapter 11 Plan can be implemented without disruption or adverse actions being brought against the Foreign Debtor or its assets in the United States. Indeed, without assistance from this Court, the Sanctioning Order approving the Safeguard Plan, which has the overwhelming support of the Group s financial creditors and its shareholders, could be fundamentally undermined to the detriment of all parties in interest. And the interests of creditors, shareholders and other parties in interest are aligned with the Foreign Representative s interests in obtaining recognition and enforcement of the Sanctioning Order to ensure that the Safeguard Plan is implemented appropriately across jurisdictions, including in the United States. The Foreign Representative, therefore, respectfully requests that the Court recognize and enforce the Sanctioning Order to 21

24 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 24 of 45 ensure that the Safeguard Plan is successfully implemented within the territorial jurisdiction of the United States. 38. Courts in this District routinely grant recognition and enforcement of foreign court orders approving a foreign debtor s restructuring plan. See, e.g., The Argo Fund Ltd. V. Bd. of Dirs. of Telecom Arg., S.A., as Foreign Rep. of Telecom Arg., S.A. (In re Bd. of Dirs. of Telecom Arg., S.A.), 528 F.3d 162, (2d Cir. 2008) (concluding that the bankruptcy court did not abuse its discretion in granting full force and effect to Argentine plan and approval order in the United States); In re Rede Energia, 515 B.R. at 93 (enforcing Brazilian reorganization plan and enjoining acts in contravention thereof); In re Cell C Proprietary Ltd., 571 B.R. 542, 554 (Bankr. S.D.N.Y. 2017) (recognizing and enforcing the order of the South African Court sanctioning a scheme of arrangement); In re Ocean Rig UDW Inc., Case No (MG) [Dkt. No. 153] (Bankr. S.D.N.Y. Sept. 20, 2017) (recognizing and enforcing Cayman schemes and orders of Cayman court sanctioning same); In re Boart Longyear Ltd., Case No (MEW) [Dkt. No. 45] (Bankr. S.D.N.Y. Aug. 30, 2017) (recognizing and enforcing order of Supreme Court of New South Wales sanctioning Australian schemes of arrangement); In re Mood Media Corp., Case No (MEW) [Dkt. No. 44] (Bankr. S.D.N.Y. June 28, 2017) (recognizing and enforcing Canadian plan of arrangement and Canadian court order approving same); In re Pac. Expl. & Prod. Corp., Case No (JLG) [Dkt. No. 31] (Bankr. S.D.N.Y. Oct. 3, 2016) (same); In re Kaisa Grp. Holdings Ltd., Case No (SHL) [Dkt. No. 22] (Bankr. S.D.N.Y. July 14, 2016) (recognizing and enforcing Hong Kong scheme and Hong Kong scheme sanction order). 39. Accordingly, the Court should recognize and enforce the Sanctioning Order under section 1521(a) of the Bankruptcy Code. 22

25 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 25 of Recognition and Enforcement of the Sanctioning Order is Also Authorized Under Section 1507 of the Bankruptcy Code 40. Recognition and enforcement of the Sanctioning Order is also authorized as additional assistance under section 1507 of the Bankruptcy Code. Under section 1507(b) of the Bankruptcy Code, in considering a request for additional assistance consistent with principles of comity, the Court also considers whether the requested relief will ensure: (a) (b) (c) (d) (e) just treatment of all holders of claims against or interests in the debtor s property; protection of claim holders in the United States against prejudice and inconvenience in the processing of claims in such foreign proceeding; prevention of preferential or fraudulent dispositions of property of the debtor; distribution of proceeds of the debtor s property substantially in accordance with the order prescribed by this title; and if appropriate, the provision of an opportunity for a fresh start for the individual that such foreign proceeding concerns. 11 U.S.C. 1507(b). a. Enforcement of the Sanctioning Order Will Facilitate Just Treatment of Creditors 41. The just treatment factor is satisfied upon a showing that the applicable law provides for a comprehensive procedure for the orderly and equitable distribution of [the debtor] s assets among all of its creditors. Telecom Arg., 528 F.3d at 170 (quoting 2 COLLIER ON BANKRUPTCY (15th ed. 2007) ( Usually, an ancillary petition furthers the goals of just treatment of all creditors by preventing piecemeal dismemberment and by centralizing administration of the debtor s affairs and assets. )). A foreign proceeding fails to satisfy this factor when creditors are not given access to information or a meaningful opportunity to be heard or if a foreign proceeding would not recognize certain creditors as claimholders. See Telecom Arg., 528 F.3d at

26 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 26 of Here, recognition and enforcement of the Sanctioning Order and the Safeguard Plan ensures just treatment of all holders of claims against and interests in the Foreign Debtor. Creditors were given adequate notice of the Safeguard Plan, and many stakeholders, including the Ad Hoc Lender Group, the Ad Hoc Senior Noteholder Group, the Convertible Bondholders and several significant shareholders, actively participated in the extensive negotiations that resulted in the Financial Restructuring embodied in the Safeguard Plan. The Foreign Debtor provided extensive information to its stakeholders, including all information required to be disclosed under French law, and frequently published material developments on its restructuring website and with the applicable regulatory authorities. Specifically, on July 12, 2017, the Foreign Debtor distributed the Safeguard Plan to its creditors, including the Secured Lenders, High Yield Bondholders and Convertible Bondholders. These creditors had an opportunity to participate in and vote on the Safeguard Plan at the July 28, 2017 meetings of the Lenders Committee and the BGM and could file objections to the functioning and vote of the applicable committee or meeting. The Convertible Bondholder Group filed an objection after the BGM, and that objection was heard and ultimately overruled by the French Court in the Sanctioning Order after due deliberation following the Sanctioning Hearing. 43. The Foreign Debtor also convened shareholders general meetings to obtain shareholder approval of the Resolutions. The Safeguard Plan provides for the orderly distribution of new debt instruments and the issuance of new securities to creditors in exchange for their claims against the Foreign Debtor in accordance with the Safeguard Plan s classification scheme. Accordingly, the Safeguard Plan adequately provides for the just treatment of creditors. b. The Sanctioning Order Protects U.S. Creditors 44. The second factor of section 1507(b) requires that U.S. creditors be protected against prejudice and inconvenience in the processing of claims in the foreign proceeding. In 24

27 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 27 of 45 re Rede Energia S.A., 515 B.R. at 96. Under the Sanctioning Order and the Safeguard Plan, U.S.-based creditors are not required to undertake any procedure (including for filing claims) different than similarly situated non-u.s. creditors, and, in fact, French insolvency law provides certain additional protections for foreign creditors. 18 The Safeguard Plan does not provide for different treatment of the claims against or interests in the Foreign Debtor held by non-u.s. creditors and U.S.-based creditors. Accordingly, U.S.-based creditors are in no way unfairly prejudiced by the Safeguard Plan or the Sanctioning Order. c. The Sanctioning Order Prevents Preferential or Fraudulent Dispositions of Property of the Foreign Debtor 45. The Sanctioning Order and the Safeguard Plan provide for equitable and ratable distributions to holders of similarly situated creditors and do not provide preferential treatment to any creditors. The Sanctioning Order and the Safeguard Plan comply fully with French insolvency law and are not being used as a means of accomplishing any fraudulent or preferential transfers. d. The Sanctioning Order is Consistent with U.S. Law 46. The Sanctioning Order and the Safeguard Plan largely comport with United States bankruptcy law. The Second Circuit and other appellate courts have repeatedly recognized that the priority rules of a foreign jurisdiction need not be identical to those of the United States. Telecom Arg., 528 F.3d at 170 n.9 (citing Schimmelpenninck v. Byrne (In re Schimmelpenninck), 183 F.3d 347, 364 (5th Cir. 1999)); In re Rede Energia S.A., 515 B.R. at 97; In re Manning, 236 B.R. 14, 25 (9th Cir. B.A.P. 1999)) (citation omitted). Under the Safeguard Plan, the Foreign Debtor s secured creditors are receiving a pay down and new first lien secured bonds, the 18 For example, French insolvency law requires domestic creditors to file claims within two months of the publication of the opening of the Safeguard Proceeding, but foreign creditors receive an additional two months (four months in total) to file claims against the Foreign Debtor. 25

28 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 28 of 45 unsecured bondholders are receiving equity in the reorganized Foreign Debtor and New Second Lien Interest Notes in respect of their accrued interest, and existing shareholders are being diluted but may decide to use their preferential subscription rights with respect to the share capital increase and warrants that will enable them to participate in the upside of the reorganized Group. Importantly, each of the Lenders Committee and the BGM has voted overwhelmingly to accept the treatment afforded to their members under the Safeguard Plan, and the shareholders have voted to approve the Resolutions, in each case in accordance with applicable French law. Accordingly, the priority scheme for distributions under the Safeguard Plan is consistent with U.S. law. e. Section 1507(e) is inapplicable to the Sanctioning Order 47. The requirement that the requested relief include the provision of an opportunity for a fresh start for the individual that such foreign proceeding concerns is inapplicable because the Foreign Debtor is not an individual. 3. The Sanctioning Order is Entitled to Recognition and Enforcement as a Matter of Comity 48. In determining whether to recognize and enforce a foreign judgment, courts also consider general comity principles. See In re Metcalfe & Mansfield Alternative Investments, 421 B.R. at 698 (citing Hilton v. Guyot, 159 U.S. 113, 166 (1895); Pariente v. Scott Meredith Literary Agency, Inc., 771 F. Supp. 609, 615 (S.D.N.Y. 1991)). In Hilton v. Guyot, the Supreme Court held that if the foreign court provides a full and fair trial abroad before a court of competent jurisdiction, conducting the trial upon regular proceedings, after due citation or voluntary appearance of the defendant, and under a system of jurisprudence likely to secure an impartial administration of justice between the citizens of its own country and those of other countries, and there is nothing to show either prejudice in the court, or in the system of laws 26

29 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 29 of 45 under which it is sitting, the foreign judgment should be enforced and not tried afresh. Hilton, 159 U.S. at Federal courts generally extend comity whenever the foreign court had proper jurisdiction and enforcement does not prejudice the rights of United States citizens or violate domestic public policy. In re Atlas Shipping A/S, 404 B.R. 726, 733 (Bankr. S.D.N.Y. 2009) (citations omitted); see also JP Morgan Chase Bank v. Altos Hornos de Mexico S.A., 412 F.3d 418, 424 (2d Cir. 2005) ( [D]eference to the foreign court is appropriate so long as the foreign proceedings are procedurally fair and... do not contravene the laws or public policy of the United States. ); Universal Cas. & Sur. Co. v. Gee (In re Gee), 53 B.R. 891, 902, 904 (Bankr. S.D.N.Y. 1985) (noting that if the bankruptcy court is satisfied with the procedural fairness of the foreign proceeding, it should not sit as an appellate court over the foreign proceedings. ). 50. Extending comity to orders confirming foreign plans of reorganization is particularly significant given the importance of assembling all claims against the limited assets in a single proceeding; if all creditors could not be bound, a plan of reorganization would fail. Atlas Shipping, 404 B.R. at 737 (internal citation omitted); see also Cunard S.S. Co. Ltd. v. Salen Reefer Servs. AB, 773 F.2d 452, 458 (2d Cir. 1985) ( The granting of comity to a foreign bankruptcy proceeding enables the assets of a debtor to be dispersed in an equitable, orderly and systematic manner, rather than in a haphazard, erratic or piecemeal fashion. ). 51. [P]rinciples of enforcement of foreign judgments and comity in chapter 15 cases strongly counsel approval of enforcement in the United States of [provisions in foreign court orders], even if those provisions could not be entered in a plenary chapter 11 case. In re Metcalfe & Mansfield Alternative Investments, 421 B.R. at 696. The relief granted in [a] foreign proceeding and the relief available in a U.S. proceeding need not be identical[,] and 27

30 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 30 of 45 U.S. bankruptcy courts are not required to make an independent determination about the propriety of individual acts of a foreign court. Id. at 697 (citing In re Bd. of Dirs. of Multicanal S.A., 307 B.R. 384, 391 (Bankr. S.D.N.Y. 2004)); In re Bd. of Dirs. of Hopewell Int l Ins., Ltd., 238 B.R. 25, (Bankr. S.D.N.Y. 1999), aff d, 275 B.R. 699 (S.D.N.Y. 2002) (extending comity to order confirming foreign plan and stating [a]s long as the manner in which the scheme acquired statutory effect comports with our notions of procedural fairness, comity should be extended to it. ) (citations omitted). Rather, the key determination required to be made by the U.S. bankruptcy court is whether the procedures in the foreign jurisdiction meet our fundamental standards of fairness. In re Metcalfe & Mansfield Alternative Investments, 421 B.R. at Here, all affected creditors had a full and fair opportunity to vote on the Safeguard Plan at the meetings of the Lenders Committee and the BGM, and the Foreign Debtor s shareholders had an opportunity to vote on the Resolutions at the shareholders general meeting, in each case after ample notice and adequate disclosure of the terms of the Financial Restructuring. The parties also had an opportunity to file objections and litigate their objections before the French Court at the Sanctioning Hearing, and the Convertible Bondholder Group did file and litigate its objection to the Safeguard Plan. The Safeguard Proceeding was administered under the insolvency laws of the French Commercial Code and was supervised by the French Court and several independent court appointees. To the extent any party disagrees with the French Court s decision in the Sanctioning Order, that party has the right to file and pursue a recourse against the Sanctioning Order before the requisite courts, provided such party satisfies the statutory conditions to initiate such recourse. All parties have had an opportunity to assert claims in the Safeguard Proceeding under a sophisticated insolvency regime before an impartial 28

31 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 31 of 45 court, in accordance with fundamental standards of due process. Accordingly, the Court should recognize and enforce the Sanctioning Order, consistent with the principles of comity. See In re Sino-Forest Corp., 501 B.R. at 664 (noting that post-recognition relief is largely discretionary and turns on subjective factors that embody principles of comity ). 4. The Safeguard Proceeding Was Administered in a Manner Consistent with U.S. Public Policy 53. Although section 1506 places a limitation on relief available under chapter 15 if such relief is manifestly contrary to U.S. public policy, this exception is narrowly construed. See In re Metcalfe & Mansfield Alternative Investments, 421 B.R. at 697 (citing In re Ephedra Prods. Liab. Litig., 349 B.R. 333 (S.D.N.Y. 2006)); see also In re Poymanov, 571 B.R. 24, 38 (Bankr. S.D.N.Y. 2017) (noting that the public policy exception is to be applied sparingly ); In re OAS S.A., 533 B.R. 83, 103 (Bankr. S.D.N.Y. 2015) (recognizing that the public policy exception requires a narrow reading ) (internal citation and quotations omitted). [T]he word manifestly in international usage restricts the public policy exception to the most fundamental policies of the United States. In re Metcalfe & Mansfield Alternative Investments, 421 B.R. at 697 (internal citation omitted). 54. Nothing in the Safeguard Plan or the Sanctioning Order is manifestly contrary to U.S. public policy. The Safeguard Plan provides for a comprehensive resolution of the Foreign Debtor s financial liabilities under French law that is substantially similar to the result that would be achieved under the Bankruptcy Code. The French Court s exercise of jurisdiction over, and supervision of, the Foreign Debtor was proper under the French Commercial Code, which provides for a fundamentally fair process that accords with the source of civilized jurisprudence. In re Rede Energia, 515 B.R. at 98. Accordingly, the public policy exception does not apply. 29

32 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 32 of 45 II. GRANTING A PERMANENT INJUNCTION IS NECESSARY TO ENFORCE THE SANCTIONING ORDER 55. To the extent not otherwise stayed under sections 1520 and 362 of the Bankruptcy Code or the Recognition Order, the Foreign Representative also seeks the Injunction to prevent any parties from attempting to continue or commence actions or assert claims in the United States against the Foreign Debtor or its property inconsistent with the Safeguard Plan or the Sanctioning Order. Consistent with the injunction and discharge approved in the confirmed Chapter 11 Plan, the Injunction requested herein is necessary to ensure that the Safeguard Plan can be implemented successfully and will ensure that all parties cannot take actions adverse to the Foreign Debtor or its property located in the territorial jurisdiction of the United States in an effort to gain an unfair advantage over other parties in interest subject to the Safeguard Plan. 56. This Court has the authority to grant the Injunction in this Chapter 15 Case. See, e.g., Can. S. Ry. Co. v. Gebhard, 109 U.S. 527, 539 (1883) (actions brought in the United States by bondholders who did not participate in the Canadian insolvency proceedings of a Canadian railroad could not be maintained, even though the bonds were payable in New York); In re Petition of Garcia Avila, 296 B.R. 95, (Bankr. S.D.N.Y. 2003) (granting preliminary injunction to foreign debtor pursuant to former section 304); Metcalfe & Mansfield, 421 B.R. at 700 (granting permanent injunctive relief in chapter 15 case in respect of Canadian plan); In re Ocean Rig UDW Inc., Case No (MG) [Dkt. No. 153] (permanently enjoining any action inconsistent with Cayman schemes or orders of Cayman court sanctioning same); In re Boart Longyear Ltd., Case No (MEW) [Dkt. No. 45] (permanently enjoining any claims or other relief with respect to any claim restructured pursuant to Australian schemes of arrangement, except as such schemes permit); In re Groupo Isolux Corsán, S.A., Case No (SHL) [Dkt. No. 50] (Bankr. S.D.N.Y. Nov. 17, 2016) (granting injunctive relief to the 30

33 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 33 of 45 foreign representative with respect to holders of affected debt claims under Spanish homologation and Dutch composition orders) The standards, procedures and limitations applicable to an injunction apply to relief sought under section 1521(a) of the Bankruptcy Code. See 11 U.S.C. 1521(e). Generally, to obtain a permanent injunction, a movant must demonstrate the likelihood of irreparable harm. See Clarkson v. Coughlin, 898 F. Supp. 1019, 1035 (S.D.N.Y. 1995). Irreparable harm in the chapter 15 context may exist if there is a risk of disruption to the orderly and fair distribution of assets through dissenting creditor actions to the detriment of other creditors. See, e.g., Victrix S.S. Co., S.A. v. Salen Dry Cargo A.B., 825 F.2d 709, (2d Cir. 1987); Garcia Avila, 296 B.R. at 114 ( irreparable harm is present when the failure to enjoin local actions will disrupt the orderly reconciliation of claims and fair distribution of assets in a single, centralized forum ) (quoting COLLIER ON BANKRUPTCY (15th ed. Rev. 2003)); In re MMG LLC, 256 B.R. 544, 555 (Bankr. S.D.N.Y. 2000) ( [I]rreparable harm exists whenever local creditors of the foreign debtor seek to collect their claims or obtain preferred positions to the detriment of other creditors. ); In re Petition of Brierley, 145 B.R. 151, 168 (Bankr. S.D.N.Y. 1992) ( Harm to the estate exists from the failure to grant injunctive relief in the form of disruption of an orderly determination of claims and the fair distribution in a single case. ) (internal citation and quotations omitted). 58. Irreparable harm exists here because dissenting creditors may seek judgments in the United States against the Foreign Debtor and its property located in the U.S. in an effort to 19 See also In re Pac. Expl. & Prod. Corp., No (JLG) [Dkt. No. 31]; In re Winsway Enters. Holdings Ltd., No (MG) [Dkt. No. 22] (Bankr. S.D.N.Y. June 16, 2016); In re Zlomrex Int l Financing S.A., No (SHL) [Dkt. No. 17] (Bankr. S.D.N.Y. Jan. 31, 2014); In re BTA Bank JSC, No (JMP) [Dkt. No. 20] (Bankr. S.D.N.Y. Jan. 3, 2013); In re Highlands Ins. Co. (U.K.) Ltd., No (MG) [Dkt. No. 40] (Bankr. S.D.N.Y. Aug. 18, 2009); In re Castle Holdco 4, Ltd., No (REG) [Dkt. No. 25] (Bankr. S.D.N.Y. May 7, 2009); In re Gordian RunOff (UK) Ltd., No (RDD) [Dkt. No. 14] (Bankr. S.D.N.Y. Aug. 29, 2006). 31

34 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 34 of 45 obtain more than their pro rata treatment to which they are entitled under the Safeguard Plan. The Foreign Debtor is a party to various indentures and guarantees that are governed by New York law and contain a New York forum selection clause. If these creditors could effectively circumvent the terms of the Safeguard Plan by commencing actions in the United States, the Foreign Debtor would be left to defend against these lawsuits, however meritless, which would be a tremendous waste of time and resources. The Injunction is particularly justified here because the Convertible Bondholder Group filed an objection to the Safeguard Plan, and the Injunction will prevent that group from attempting to assert the same claims against the Foreign Debtor in a U.S. court. The Injunction will help to ensure the fair and efficient implementation of the Safeguard Plan and to bind all of the Foreign Debtor s creditors to the terms of the Safeguard Plan, as approved by the Sanctioning Order. 59. Absent permanent injunctive relief, the Foreign Debtor s efforts to consummate this consensual cross-border Financial Restructuring could be thwarted by the actions of dissenting creditors, a result that is inconsistent with the purposes of chapter 15. The interests of affected parties under the Safeguard Plan are sufficiently protected under section 1522(a) of the Bankruptcy Code by the treatment afforded to them in the Safeguard Proceeding because all similarly situated parties will be treated equally and fairly. The Injunction also will not cause undue hardship or prejudice to the rights of any U.S.-based creditors and is consistent with principles of comity. Accordingly, the Injunction should be granted. III. THE COURT SHOULD APPLY SECTION 1145 TO THE SAFEGUARD SECURITIES TO BE ISSUED BY THE FOREIGN DEBTOR UNDER THE SAFEGUARD PLAN 60. The Foreign Representative requests that this Court declare that the Safeguard Securities to be issued under the Safeguard Plan are exempt from registration under Section 5 of the Securities Act of 1933, as amended (the Securities Act ) pursuant to section 1145 of the 32

35 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 35 of 45 Bankruptcy Code. Exemption from registration under the Securities Act like the Injunction is consistent with relief customarily granted by U.S. courts in connection with proceedings under chapter 11. This relief has also been approved by this Court in the now-confirmed Chapter 11 Plan with respect to the Chapter 11 Securities. 61. It is appropriate and necessary to approve that relief in this Chapter 15 Case to ensure that creditors receiving distributions under the Safeguard Plan are treated fairly and afforded the same benefits as creditors receiving distributions under the Chapter 11 Plan. The exemption is also necessary to maximize the liquidity, and therefore the value of the Safeguard Securities, which are part of the consideration being distributed to the Convertible Bondholders and existing shareholders under the Safeguard Plan. The exemption is appropriate here because it is necessary to effectuate the purpose of chapter 15 and protect the interests of the Foreign Debtor s creditors and shareholders consistent with the underlying policy considerations of section Therefore, the relief requested should be granted. A. Overview of Section 1145 Relief 62. In connection with an offer, sale or resale of securities in a chapter 11 case, the seller ordinarily must comply with the applicable requirements not only of the Bankruptcy Code, but also of federal and state securities laws. Section 1145(a)(1) of the Bankruptcy Code provides a limited exemption from registration under federal and state securities law for an offer or sale of securities that are: (a) (b) (c) offered or sold under a plan ; of the debtor, of an affiliate participating in a joint plan with the debtor or of a successor to the debtor under the plan ; and in exchange for a claim against, an interest in, or a claim for an administrative expense in the case concerning, the debtor or such affiliate. 33

36 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 36 of 45 See 11 U.S.C. 1145(a)(1). Resales of securities that fall within the exemption under subsection 1145(a)(1) are also exempt from registration, provided that they are accompanied by a written disclosure statement that is approved, after notice and a hearing, by a court as containing adequate information. 11 U.S.C. 1125, 1145(a)(4). Section 1145(c) causes an offer or sale of securities of the kind and in the manner specified under section 1145(a)(1) to be deemed to be a public offering. See 11 U.S.C. 1145(c). 63. Section 1145 shield[s] from liability under the federal securities laws those individuals participating in the reorganization of an entity in bankruptcy for the purpose of encourag[ing] satisfaction of debts or other existing interests in the debtor. S.E.C. v. Universal Exp., Inc., 475 F. Supp. 2d 412, 425 (S.D.N.Y. 2007). It was enacted in recognition of the perceived unfairness of compelling participants in the chapter 11 process, many of whom may be involuntary participants, to comply with securities law requirements. See H.R. Rep. No , 95th Cong., 1st Sess., at (1977) ( Present law presents a creditor with great uncertainty if he wants to sell securities received in a bankruptcy reorganization. This uncertainty acts as a retarding force on the flexibility of the reorganization process. Creditors normally have little choice in deciding whether to purchase securities of the debtor. ); In re Frontier Airlines, Inc., 93 B.R. 1014, 1021 (Bankr. D. Colo. 1988) ( The obvious purpose of section 1145 is to encourage reorganization and to relieve bankrupt entities of the strict requirements of securities laws so long as adequate disclosure is made. ) (internal citations and quotations omitted); In re Amarex, Inc., 53 B.R. 12, 14 (Bankr. W.D. Okla. 1985) (same). B. Section 1145 Relief Is Available to Chapter 15 Debtors Under Bankruptcy Code Sections 1521(a)(7) and Section 1145 relief may be granted by this Court as additional relief under section 1521(a) of the Bankruptcy Code because it is relief that is available to a chapter 11 34

37 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 37 of 45 debtor in possession. 20 Alternatively, the relief requested is authorized pursuant to section 1507 of the Bankruptcy Code as additional assistance. 65. Applying the exemption in chapter 15 cases is consistent with the express purpose of chapter 15, which affords bankruptcy courts broad discretionary powers to provide greater legal certainty for trade and investment, fair and efficient administration of cross-border insolvencies, protection and maximization of the value of the debtor s assets, and facilitation of the rescue of financially troubled businesses. See 11 U.S.C. 1501; Cf. In re Fin. News Network, Inc., 980 F.2d 165, 169 (2d Cir. 1992) (noting the broad discretion and flexibility a bankruptcy court must necessarily have to enhance the value of the estates before it ). The legislative history of chapter 15 supports a determination that section 1145 relief is available to chapter 15 debtors. See Atlas Shipping A/S, 404 B.R. at 739 ( Congress explained... that the bankruptcy court was being given broad latitude [under chapter 15] to mold relief to meet specific circumstances[,] and therefore a bankruptcy court s discretion to grant relief under Section 1521(a) is exceedingly broad ). 66. Courts in this district and others have granted requests to apply section 1145 in a chapter 15 case. See In re Abengoa, S.A., Case No (KJC) (Bankr. D. Del. Dec. 8, 2016) (ruling that the securities issued by the foreign debtor were exempt from registration under section 1145 of the Bankruptcy Code [b]y virtue of 11 U.S.C and in the alternative 11 U.S.C ); In re Quebecor World Inc., Case No (JMP) [Dkt. No. 12] (Bankr. 20 The relief available under section 1521(a) includes any additional relief that may be available to a trustee, with certain exceptions not relevant here. 11 U.S.C. 1521(a)(7). Trustee means, among other things, a debtor in possession under any chapter of this title. 11 U.S.C. 1502(6); see also In re Pro-Fit Int l Ltd., 391 B.R. 850, 865 (Bankr. C.D. Cal. 2008) ( It is highly unlikely that a court can simply ignore all the rest of the bankruptcy code and the other provisions relating to bankruptcy cases in the United States, just because they are not specifically mentioned in chapter The better reading is that many other provisions of the bankruptcy code can be applicable in a chapter 15 case.... ). The Bankruptcy Code expressly provides that a debtor in possession in a chapter 11 case is entitled to benefit from the provisions of section 1145 of the Bankruptcy Code. See 11 U.S.C. 101(13); 901(a); 1107; 1145(a)(1). 35

38 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 38 of 45 S.D.N.Y. July 1, 2009) (giving full force and effect to the Canadian Sanction Order approving debtors reliance on the section 1145 exemption to issue securities without registration with the SEC); Cf. In re Landsbanki Islands HF., Case No (RDD) [Dkt. No. 57] (Bankr. S.D.N.Y. Feb. 16, 2016) (finding that securities issued by foreign debtor were exempt from the registration requirements of the Securities Act under section 3(a)(10)). Accordingly, the Foreign Debtor is eligible for section 1145 relief, and the Court should apply it to the Safeguard Securities in this case. C. The Exchange of the Safeguard Securities Is Exempt from Registration Under Bankruptcy Code Section Section 1145 relief is warranted here because the issuance of the Safeguard Securities pursuant to the Safeguard Plan satisfies each requirement of section First, the requirement that the Safeguard Securities be issued under a plan is met by analogy. The Safeguard Plan is the functional equivalent of a chapter 11 plan, as it provides for distributions to holders of claims and interests, including the issuance of the Safeguard Securities to the High Yield Bondholders, the Convertible Bondholders and existing shareholders. Accordingly, the Safeguard Securities are being offered under the functional equivalent of a plan, thereby satisfying section 1145(a)(1) of the Bankruptcy Code. 69. Second, the requirement that the securities offered or sold be of the debtor is clearly met. The Safeguard Securities are being issued by the Foreign Debtor, which is a debtor under section 1502 of the Bankruptcy Code. 70. Third, the requirement that the Safeguard Securities be offered in exchange for a claim against [or] an interest in the debtor is also satisfied because the Safeguard Plan provides that the High Yield Bondholders and the Convertible Bondholders will receive the 36

39 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 39 of 45 Safeguard Securities in exchange for and in satisfaction of their claims against and interests in the Foreign Debtor. 71. Fourth, the Safeguard Plan provided ample disclosure concerning the Safeguard Securities to be issued under the Safeguard Plan and the recapitalization of the Foreign Debtor, thereby justifying application of the exemption from the Securities Act. The Safeguard Plan contained a detailed description of the claims against and interests in the Foreign Debtor, as well as the proposed treatment of such claims. It also attached many of the long-form documents that will govern implementation of the Financial Restructuring, including those governing the issuance of the Safeguard Securities. Creditors were provided with detailed information regarding the Safeguard Securities, not only through the annexes to the Safeguard Plan, but also through official public filings made by the Foreign Debtor. And, like the plan confirmation requirements under chapter 11, the Sanctioning Order constitutes the French Court s approval of the substantive fairness of the Safeguard Plan in accordance with French law. Thus, the Safeguard Plan provided sufficient disclosure concerning the Safeguard Securities, and requiring further disclosure would impose an unnecessary burden on the Foreign Debtor s time and resources. 72. Moreover, applying the section 1145 exemption in this Chapter 15 Case is consistent with the policy considerations underlying section 1145 in the chapter 11 context. It will allow the Foreign Debtor to distribute the Safeguard Securities in a manner that will facilitate an orderly and value-maximizing liquidation of those assets. That value is enhanced by the fact that the Safeguard Securities will be freely transferrable on the basis that the issuance of the Safeguard Securities is deemed to be a public offering under section 1145(c) of the 37

40 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 40 of 45 Bankruptcy Code. The flexibility afforded by section 1145 is critical to ensuring that the recipients of the Safeguard Securities can realize the value provided under the Safeguard Plan. 73. Accordingly, the Foreign Representative submits that the Safeguard Securities to be issued pursuant to the Safeguard Plan satisfy each of the requirements under section 1145 of the Bankruptcy Code, and that application of the section 1145 exemption is both necessary and appropriate. And because application of section 1145 in this case will assist the Foreign Debtor in its issuance of the Safeguard Securities, it serves to protect the assets of the debtor as well as the interests of the creditors. Accordingly, application of section 1145 is warranted. IV. CHAPTER 15 CASE CLOSURE 74. Section 1517(d) of the Bankruptcy Code provides that [a] case under this chapter may be closed in the manner prescribed under section U.S.C. 1517(d). Pursuant to section 350 of the Bankruptcy Code, a bankruptcy case may be closed after an estate is fully administered. 11 U.S.C. 350(a). Courts consider the following factors to determine if an estate has been fully administered : (1) whether the order confirming the plan has become final, (2) whether deposits required by the plan have been distributed, (3) whether the property proposed by the plan to be transferred has been transferred, (4) whether the debtor or the successor of the debtor under the plan has assumed the business or the management of the property dealt with by the plan, (5) whether payments under the plan have commenced, and (6) whether all motions, contested matters, and adversary proceedings have been finally resolved. In re Pulp Finish 1 Co., No , 2014 Bankr. LEXIS 189, at *39, 2014 WL , at *11 (Bankr. S.D.N.Y. Jan. 16, 2014). 75. Bankruptcy Rule 5009(c) provides that a foreign representative shall: file a final report when the purpose of the representative s appearance in the court is completed. The report shall describe the nature and results of the representative s activities in the court. The foreign representative shall transmit the report to the United States 38

41 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 41 of 45 trustee, and give notice of its filing to the debtor, all persons or bodies authorized to administer foreign proceedings of the debtor, all parties to litigation pending in the United States in which the debtor was a party at the time of the filing of the petition, and such other entities as the court may direct. The foreign representative shall file a certificate with the court that notice has been given. If no objection has been filed by the United States trustee or a party in interest within 30 days after the certificate is filed, there shall be a presumption that the case has been fully administered. Fed. R. Bankr. P. 5009(c). Further, Local Rule provides that a case may be closed upon the presumption of full administration, without the need for further relief of the Court. See Local Rule (a). 76. The meaning of section 1517(d) of the Bankruptcy Code, Bankruptcy Rule 5009(c) and Local Rule is clear that once the need for a chapter 15 case no longer exists and the purpose of the foreign representative s appearance in the U.S. court is completed, the case may be closed. In accordance with the provisions of Bankruptcy Rule 5009(c), this Motion describes the Foreign Representative s activities in this Chapter 15 Case and contains all necessary details for a final report. 77. Other than this Motion, there are no outstanding motions, contested matters or adversary proceedings in this Chapter 15 Case. Therefore, as soon as the Proposed Order is entered by this Court and becomes final and non-appealable and the Effective Date has occurred, the requirements of section 350(a) of the Bankruptcy Code will be satisfied. 21 Regardless of whether any objections to the case closure procedures outlined herein are filed, the facts as set forth in this Motion demonstrate that this Chapter 15 Case will be fully administered upon the occurrence of the Effective Date, and the purpose of the Foreign Representative s request for recognition of the Safeguard Proceeding will have been completed. 21 Upon the occurrence of the Effective Date, the Foreign Representative will file a notice with the Court advising all parties in interest in this Chapter 15 Case that the Proposed Order has been entered and has become final and non-appealable and that the Effective Date has occurred. 39

42 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 42 of This Court recently approved similar procedures for closing a chapter 15 case. See In re Boart Longyear Ltd., Case No (MEW) [Dkt. No. 45] (finding that a scheme recognition motion satisfied the obligation to file a final report and authorizing the foreign representative to request entry of a final decree by notice of presentment). Accordingly, the Foreign Representative respectfully requests that this Court authorize the Foreign Representative to submit the Proposed Final Decree by notice of presentment upon the occurrence of the Effective Date and that such Proposed Final Decree be entered by the Court without further notice or hearing. V. WAIVER OF STAY 79. The Foreign Representative respectfully requests that, to the extent applicable, the Court cause the Proposed Order to become effective immediately upon entry notwithstanding the 14-day stay of effectiveness of the order imposed by operation of the Bankruptcy Code or the Bankruptcy Rules, including Bankruptcy Rules 1018, 3020(e), 6004(h), 7062 and Such a waiver is appropriate in these circumstances to allow the Foreign Debtor to proceed immediately with the implementation of the restructuring steps to ensure that the Group can emerge from their multi-jurisdictional insolvency proceedings as expeditiously as possible and in compliance with its obligations under the Lock-Up Agreement. The Lock-Up Agreement requires that the Financial Restructuring be implemented no later than February 28, The waiver will help the Foreign Debtor to avoid any delay in obtaining from the AMF the visa that is necessary to begin the restructuring implementation steps. Failing to implement the Financial Restructuring immediately upon entry of the Proposed Order could jeopardize the Group s ability to consummate the Financial Restructuring before the Lock-Up Agreement expires. In light of the overwhelming consensus on the Financial Restructuring and the need to begin implementing this massive restructuring in multiple jurisdictions, granting a 40

43 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 43 of 45 waiver of the 14-day stay of effectiveness period is appropriate so that the Effective Date can occur as soon as possible. 81. Courts in this district routinely provide full or partial waivers of the 14-day stay of effectiveness period in chapter 15 cases. In re Boart Longyear Ltd., Case No (MEW) [Dkt. No. 45]; In re Pac. Expl. & Prod. Corp., Case No (JLG) [Dkt. No. 31]; In re Landsbanki Islands HF., Case No (RDD) [Dkt. No. 65]; In re Metcalfe & Mansfield Alternative Investments, Case No (MG) [Dkt. No. 28]; In re Quebecor World Inc., Chapter 15, Case No (JMP) [Dkt. No. 12]. NOTICE 82. Notice of this Motion has been provided to: (i) the United States Trustee for the Southern District of New York; (ii) Wilmington Trust (London) Limited as successor agent to Natixis and Credit Suisse AG as administrative agent and collateral agent under the French Revolver; (iii) Wilmington Trust, National Association as administrative agent and Credit Suisse AG as collateral agent under the U.S. Revolver; (iv) Wilmington Trust, National Association as administrative agent and Credit Suisse AG as collateral agent under the U.S. Term Loan; (v) The Bank of New York Mellon, in its separate capacities as indenture trustee under each of the three series of High Yield Bonds; (vi) JG Capital Management, in its capacity as representative of the holders of the Convertible Bonds; (vii) any directly registered and record holders of the High Yield Bonds and Convertible Bonds, as well as The Depository Trust Company ( DTC ), Euroclear and Clearstream, with instructions to each to forward such notice on behalf of the Foreign Representative to the beneficial holders of the High Yield Bonds and Convertible Bonds, as applicable, in accordance with DTC s, Euroclear s and Clearstream s, as applicable, customary practices; (viii) DNCA; (ix) Bredin Prat, counsel to Wilmington Trust (London) Limited as successor agent to Natixis under the French Revolver; (x) Latham & Watkins LLP, 41

44 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 44 of 45 counsel to Credit Suisse AG as collateral agent under the U.S. Revolver and U.S. Term Loan; (xi) Ropes & Gray LLP, counsel to Wilmington Trust, National Association as administrative agent under the U.S. Revolver and U.S. Term Loan; (xii) Kirkland & Ellis International LLP; De Pardieu, Brocas, Maffei, A.A.R.P.I., counsel to the Ad Hoc Lender Group; (xiii) Willkie Farr & Gallagher LLP and DLA Piper UK LLP, counsel to the Ad Hoc Bondholder Group; (xiv) Hogan Lovells U.S. LLP, counsel to the Indenture Trustee in its separate capacities as indenture trustee under each of the three series of High Yield Bonds; (xv) Darrois Villey Maillot Brochier and A.M. Conseil, counsel to JG Capital Management, in its capacity as representative of the holders of the Convertible Bonds; (xvi) Orrick Herrington & Sutcliffe LLP, counsel to DNCA; (xvii) counsel to the Debtors; (xviii) the Foreign Debtor; (xix) the parties authorized to administer the Safeguard Proceeding as set forth in the Petition, (xx) the parties listed as unsecured suppliers of the Foreign Debtor in its demande d ouverture de sauvegarde filed in the French Court, (xxi) the parties in favor of whom the Foreign Debtor has issued an operational or performance guarantee, (xxii) the Securities and Exchange Commission, (xxiii) all parties that have asserted an objection to entry of the Sanctioning Order in the French Court and (xxiv) all parties that have filed a notice of appearance in this Chapter 15 Case (collectively, the Notice Parties ). The Foreign Representative submits that no other or further notice of this Motion is necessary or required. CONCLUSION 83. For the reasons set forth herein, the Foreign Representative respectfully requests that the Court enter an order: (a) recognizing and enforcing the Sanctioning Order; (b) granting the Injunction; (c) declaring that the Safeguard Securities are exempt from registration under section 1145 of the Bankruptcy Code; (d) authorizing the Foreign Representative to seek entry of the Proposed Final Decree to close this Chapter 15 Case upon notice of presentment and 42

45 mg Doc 19 Filed 12/06/17 Entered 12/06/17 13:32:10 Main Document Pg 45 of 45 deeming this Motion to be the final report required to be filed by the Foreign Representative under Bankruptcy Rule 5009(c), (e) waiving the 14-day stay of effectiveness of the order and (f) granting such other and further relief as the Court deems just and proper. Dated: New York, New York December 6, 2017 Respectfully submitted, /s/ Robert H. Trust Margot B. Schonholtz Robert H. Trust Christopher J. Hunker LINKLATERS LLP 1345 Avenue of the Americas New York, NY (212) (Tel) (212) (Fax) Counsel to the Foreign Representative 43

46 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 1 of 11 EXHIBIT A (Proposed Order)

47 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 2 of 11 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re CGG S.A., 1 Debtor in a Foreign Proceeding. Chapter 15 Case No (MG) x ORDER RECOGNIZING AND ENFORCING THE ORDER OF THE FRENCH COURT SANCTIONING THE SAFEGUARD PLAN AND GRANTING RELATED RELIEF Upon consideration of the Motion of the Foreign Representative for an Order Recognizing and Enforcing the Order of the French Court Sanctioning the Safeguard Plan and Granting Related Relief (the Motion ) 2 of Béatrice Place-Faget, as the duly authorized foreign representative (the Foreign Representative ) of CGG S.A. (the Foreign Debtor ), a French company that commenced reorganization proceedings under French law (the Safeguard Proceeding ) before the Tribunal de Commerce de Paris (Commercial Court of Paris) France (the French Court ) by ruling issued on June 14, 2017, for entry of an order pursuant to sections 105(a), 1145, 1507, 1521 and 1525 of title 11 of the United States Code (the Bankruptcy Code ): a. giving full force and effect in the United States to the order of the French Court (the Sanctioning Order ) sanctioning the plan prepared in the course of the Safeguard Proceeding (including all exhibits, supplements, appendices and schedules thereto, the Safeguard Plan ); b. permanently enjoining all parties affected or bound by the Safeguard Plan from commencing or taking any action inconsistent with the Safeguard Plan or the Sanctioning Order within the territorial jurisdiction of the United 1 The last four digits of the Foreign Debtor s federal employer identification number are The location of the Foreign Debtor s executive headquarters is Tour Maine Montparnasse, 33 Avenue du Maine, Paris, France. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

48 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 3 of 11 States with respect to the claims or interests treated under the Safeguard Plan (the Injunction ); c. declaring that the issuance of the Safeguard Securities under the Safeguard Plan is exempt from registration under section 1145 of the Bankruptcy Code; d. authorizing the Foreign Representative to seek entry of a final decree to close this chapter 15 case (the Chapter 15 Case ) upon notice of presentment and deeming the Motion to be the final report required to be filed by the Foreign Representative under Rule 5009(c) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ); e. waiving the 14-day stay of effectiveness of the order; and f. granting related relief. and upon consideration of the Declaration of Béatrice Place-Faget in Support of the Motion for an Order Recognizing and Enforcing the Order of the French Court Sanctioning the Safeguard Plan and Granting Related Relief and the Declaration of Caroline Texier in Support of the Motion for an Order Recognizing and Enforcing the Order of the French Court Sanctioning the Safeguard Plan and Granting Related Relief; and due and sufficient notice of the Motion, the Sanctioning Order and the Safeguard Plan having been provided; and the Court having held a hearing on December 21, 2017 (the Hearing ) to consider the relief requested in the Motion; and no objections to the Motion having been filed that have not been withdrawn, resolved or overruled; and the Court having found and determined that the relief sought in the Motion is consistent with the purposes of chapter 15 of the Bankruptcy Code and is in the best interests of the Foreign Debtor; and after due deliberation and sufficient cause appearing therefor; and for the reasons stated on the record at the Hearing; 2

49 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 4 of 11 THE COURT FINDS AND CONCLUDES AS FOLLOWS: 3 A. This Court has jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference to Bankruptcy Judges of the District Court for the Southern District of New York, dated January 31, 2012 (Preska, C.J.). Consideration of the Motion and the relief requested therein is a core proceeding under 28 U.S.C. 157(b)(2)(P). Venue is proper in this District under 28 U.S.C. 1410(1) and (3). B. Pursuant to an order of this Court dated July 13, 2017, the Foreign Representative was duly recognized as the foreign representative of the Foreign Debtor within the meaning of section 101(24) of the Bankruptcy Code, and the Safeguard Proceeding was recognized as a foreign main proceeding within the meaning of section 1502(4) of the Bankruptcy Code [Dkt. No. 17] (the Recognition Order ). C. Notice of the Motion and the Hearing thereon was sufficient under the circumstances and no other or further notice is necessary or required. D. The relief granted herein is necessary and appropriate, in the interests of the public and of international comity, not inconsistent with the public policy of the United States, warranted pursuant to sections 105(a), 1145, 1507, 1521 and 1525 of the Bankruptcy Code and will not cause hardship to any party in interest. To the extent that any hardship or inconvenience may result to such parties, it is outweighed by the benefits of the requested relief to the Foreign Representative, the Foreign Debtor, its creditors and other parties in interest. 3 The findings and conclusions set forth herein constitute this Court s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such. 3

50 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 5 of 11 E. The relief granted herein is necessary to effectuate the purposes and objectives of chapter 15 of the Bankruptcy Code and to protect the Foreign Debtor and the interests of its creditors and all parties in interest. F. Absent the relief granted herein, the Safeguard Proceeding and the Foreign Debtor s efforts to consummate the Financial Restructuring may be thwarted by the actions of certain creditors, which would be at odds with the purpose of chapter 15 of the Bankruptcy Code as set forth, inter alia, in section 1501(a) of the Bankruptcy Code. Such results could threaten, frustrate, delay, and ultimately jeopardize the implementation of the Financial Restructuring. Absent the Injunction, the Foreign Debtor and its assets may be subject to the prosecution of judicial, quasi-judicial, arbitration, administrative or regulatory actions or proceedings in connection with claims under the Safeguard Proceeding against the Foreign Debtor and its assets, thereby interfering with and causing irreparable harm to the Foreign Debtor, its creditors and other parties in interest. G. The Injunction contained herein (i) is within the Court s jurisdiction to grant, (ii) is essential to the success and objectives of the Safeguard Proceeding and the Safeguard Plan and (iii) confers material benefits on, and is in the best interests of, the Foreign Debtor, its creditors and all other parties in interest. H. The issuance of the Safeguard Securities is an essential element of the Safeguard Plan and is in the best interests of the Foreign Debtor, its creditors and all other parties in interest. The Safeguard Securities will be issued pursuant to the Safeguard Plan in exchange for, and in full and final settlement of, claims against or interests in the Foreign Debtor and the terms and conditions of the Safeguard Securities are fair and reasonable and were fully disclosed to 4

51 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 6 of 11 parties in interest. Therefore, the issuance of the Safeguard Securities satisfies the requirements for exemption pursuant to section 1145 of the Bankruptcy Code. I. The Foreign Representative and the Foreign Debtor, as applicable, are entitled to the additional assistance and discretionary relief requested in the Motion under sections 1507 and 1521 of the Bankruptcy Code, including application of the exemption provided for under section 1145 of the Bankruptcy Code. J. The relief granted herein will, in accordance with section 1507(b) of the Bankruptcy Code, reasonably assure: (i) the just treatment of all holders of claims against or interests in the Foreign Debtor s property; (ii) the protection of claim holders in the United States against prejudice and inconvenience in the processing of claims in the Safeguard Proceeding; (iii) the prevention of preferential or fraudulent dispositions of property of the Foreign Debtor; and (iv) the distribution of proceeds of the Foreign Debtor s property substantially in accordance with the order prescribed in the Bankruptcy Code. K. All creditors and other parties in interest, including the Foreign Debtor, are sufficiently protected in the grant of the relief ordered hereby in compliance with 11 U.S.C. 1522(a). NOW, THEREFORE, IT IS HEREBY ORDERED: 1. The Motion is GRANTED as set forth herein. 2. All objections, responses or oppositions to the relief requested in the Motion that have not been withdrawn, waived, settled, or resolved are hereby overruled on the merits. 3. The Sanctioning Order and the Safeguard Plan are hereby recognized, granted comity and given full force and effect in the United States and are binding and enforceable, in accordance with their terms, pursuant to sections 105(a), 1145, 1507, 1521 and 1525 of the 5

52 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 7 of 11 Bankruptcy Code, on all entities (as that term is defined in section 101(15) of the Bankruptcy Code) whose claims or interests are affected by the Safeguard Plan and each of their respective heirs, successors, assigns, trustees, subsidiaries, affiliates, officers, directors, agents, employees, representatives, attorneys, beneficiaries, guardians and similar officers, or any persons claiming through or in the right of any such persons or entities (collectively, other than the Foreign Debtor and its expressly authorized representatives and agents, the Affected Entities ), whether or not the Affected Entity consented to be bound by or participated in the Safeguard Plan; provided, however, that the foregoing shall not (i) apply to any obligations issued or required to be paid pursuant to the Safeguard Plan, the Sanctioning Order or the Chapter 11 Plan or (ii) enjoin any party from bringing an action to enforce the terms of the Safeguard Plan, the Chapter 11 Plan or any document, instrument or agreement executed to implement the Safeguard Plan or the Chapter 11 Plan. 4. All Affected Entities are hereby permanently enjoined from, with respect to and only to the extent of, any debt, claim or interest affected by the Sanctioning Order and the Safeguard Plan, except as expressly permitted by the Safeguard Plan: i. Execution against any of the Foreign Debtor s assets; ii. The commencement or continuation, including the issuance or employment of process, of a judicial, quasi-judicial, administrative, regulatory, arbitral, or other action or proceeding, or to recover a claim, including without limitation any and all unpaid judgments, settlements, or otherwise against the Foreign Debtor, or the seeking of any related discovery, which in each case is in any way inconsistent, or would interfere, with the administration of the Foreign Debtor s estate in the Safeguard 6

53 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 8 of 11 Proceeding or the implementation or consummation of the Sanctioning Order or the Safeguard Plan; iii. Taking or continuing any act to create, perfect or enforce a lien or other security interest, setoff or other claim against the Foreign Debtor or any of its property or proceeds thereof, which in each case is in any way inconsistent, or would interfere, with the administration of the Foreign Debtor s estate in the Safeguard Proceeding or the implementation or consummation of the Sanctioning Order or the Safeguard Plan; iv. Transferring, relinquishing or disposing of any property of the Foreign Debtor to any entity other than the Foreign Representative and her authorized representatives and agents or taking or continuing any act to obtain possession of, commingle, or exercise control over, such property, in each case to the extent inconsistent with the Safeguard Plan, the Sanctioning Order or French law; v. Commencing or continuing in any manner, directly or indirectly, an individual action or proceeding against the Foreign Debtor or concerning the Foreign Debtor s assets, rights, obligations, or liabilities to the extent they have not been stayed pursuant to sections 1520(a) and 362 of the Bankruptcy Code or the Recognition Order; and vi. Declaring or considering the filing of the Safeguard Proceeding, this Chapter 15 Case, the Safeguard Plan or the Sanctioning Order a default or event of default under any agreement, contract or arrangement; provided, in each case, that such injunctions shall be effective solely within the territorial jurisdiction of the United States; provided, further, that nothing herein shall prevent any entity from (i) seeking enforcement of any rights or obligations under the Safeguard Plan, the Chapter 7

54 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 9 of Plan or any document, instrument or agreement executed to implement the Safeguard Plan or the Chapter 11 Plan, (ii) taking any actions or entering into transactions permitted by the Safeguard Plan or the Chapter 11 Plan or (iii) seeking relief from the French Court in the Safeguard Proceeding or this Court in this Chapter 15 Case, as applicable, from the injunctions contained in this Order. 5. Pursuant to sections 1521 and 1507 of the Bankruptcy Code, section 1145 of the Bankruptcy Code applies in this Chapter 15 Case, and the Foreign Debtor s issuance of the Safeguard Securities under, and in accordance with, the Safeguard Plan shall be exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws. The Safeguard Securities shall be freely tradeable by the recipients thereof, subject to (a) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act; (b) compliance with rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such securities or instruments; (c) the restrictions, if any, on the transferability of such securities and instruments set forth in the organizational documents of the Foreign Debtor; and (d) applicable regulatory approval, if any. 6. The Foreign Representative and the Foreign Debtor are authorized and empowered to, and may in their discretion and without further delay, execute and deliver documents to effectuate the Safeguard Plan and take any action and perform any act necessary to implement and effectuate the terms of this Order, the Sanctioning Order and the Safeguard Plan, including, without limitation, seeking any relief from this Court that may be necessary or appropriate to ensure that all conditions to the Effective Date will be satisfied. The Foreign Debtor and the Foreign Representative are authorized and empowered to exercise all consent and 8

55 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 10 of 11 approval rights provided for in the Safeguard Plan in the manner set forth in the Safeguard Plan, whether prior to or after the Effective Date. 7. No action taken by the Foreign Representative, the Foreign Debtor or their respective agents, representatives, advisors, or counsel, in preparing, disseminating, applying for, implementing, or otherwise acting in furtherance of or in connection with the Safeguard Proceeding, this Chapter 15 Case or any further proceeding commenced in this Chapter 15 Case shall be deemed to constitute a waiver of the immunity afforded such persons under 11 U.S.C. 306 or No party shall incur any liability for following the terms of this Order (whether by acting or refraining from acting), except in the case of the party s own gross negligence or willful misconduct. 9. Except to the extent modified herein, the relief granted in the Recognition Order shall continue in full force and effect. 10. Nothing herein shall enjoin a police or regulatory act of a governmental unit, including a criminal action or proceeding. 11. The Motion satisfies the requirements of Bankruptcy Rule 5009(c), and the Foreign Representative s obligation to submit a final report in connection with the closure of this Chapter 15 Case has been fulfilled. 12. Upon this Order becoming a final, non-appealable order and upon the occurrence of the Effective Date, the Foreign Representative is authorized to seek entry of a final decree by notice of presentment served upon the Notice Parties. 13. Notwithstanding any provision in the Bankruptcy Code or the Bankruptcy Rules to the contrary, including, but not limited to Bankruptcy Rules 1018, 3020(e), 6004(h), 7062 and 9

56 mg Doc 19-1 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit A - Proposed Order Pg 11 of , (a) this Order shall be effective immediately and enforceable upon its entry; (b) the Foreign Representative is not subject to any stay in the implementation, enforcement, or realization of the relief granted in this Order, and (c) this Order shall constitute a final order within the meaning of 28 U.S.C. 158(a). 14. This Court shall retain jurisdiction with respect to all matters relating to the implementation, enforcement, amendment or modification of this Order. Dated: December [ ], 2017 New York, New York THE HONORABLE MARTIN GLENN UNITED STATES BANKRUPTCY JUDGE 10

57 mg Doc 19-2 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit B - Proposed Final Decree Pg 1 of 3 EXHIBIT B (Proposed Final Decree)

58 mg Doc 19-2 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit B - Proposed Final Decree Pg 2 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re CGG S.A., 1 Debtor in a Foreign Proceeding. Chapter 15 Case No (MG) x ORDER CLOSING CHAPTER 15 CASE Upon the Motion of the Foreign Representative for an Order Recognizing and Enforcing the Order of the French Court Sanctioning the Safeguard Plan and Granting Related Relief (the Motion ) 2 for, inter alia, entry of an order pursuant to sections 350(a) and 1517(d) of the Bankruptcy Code, Bankruptcy Rule 5009(c), and Local Rule authorizing procedures for closing the above-captioned chapter 15 case (the Chapter 15 Case ); and upon entry by this Court of the Order Recognizing and Enforcing the Order of the French Court Sanctioning the Safeguard Plan and Granting Related Relief [Dkt. No. ] (the Enforcement Order ) granting the Foreign Representative, inter alia, the authority to seek entry of an order closing this Chapter 15 Case upon the filing and service of a notice of presentment; and the Foreign Representative having filed a notice that the Enforcement Order is a final, nonappealable order not subject to a stay; and all interested parties having had an opportunity to be heard in connection with the Motion, entry of the Enforcement Order and the procedures for closing this Chapter 15 Case; and the Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference 1 The last four digits of the Foreign Debtor s federal employer identification number are The location of the Foreign Debtor s executive headquarters is Tour Maine Montparnasse, 33 Avenue du Maine, Paris, France. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

59 mg Doc 19-2 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit B - Proposed Final Decree Pg 3 of 3 dated January 31, 2012, Reference M-431, In re Standing Order of Reference Re: Title 11, 12 Misc (S.D.N.Y. Feb. 1, 2012) (Preska, C.J.); and that venue in this district is proper pursuant to 28 U.S.C. 1410(1) and (3); and it appearing that entry of this Order is in the best interests of the Foreign Debtor and other parties in interest in the Chapter 15 Case; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The final decree is APPROVED and GRANTED. 2. Pursuant to sections 350(a) and 1517(d) of the Bankruptcy Code, Bankruptcy Rule 5009(c) and Local Rule (a), the Chapter 15 Case of In re CGG S.A., No (MG) is hereby closed effective immediately as of the date of entry of this Order. This Order is without prejudice to the right of the Foreign Debtor or the Foreign Representative to seek an order reopening the Chapter 15 Case under section 350(b) of the Bankruptcy Code or Local Rule (b). Upon entry of this Order, the Foreign Representative shall be released and discharged from her duties and obligations as foreign representative in this Chapter 15 Case. 3. Any orders heretofore entered by this Court in the Chapter 15 Case shall continue in full force and effect and survive entry of this Order. 4. This Court shall retain jurisdiction with respect to the implementation, enforcement, amendment or modification of this Order and prior orders in the Chapter 15 Case. Dated: [ ] New York, New York THE HONORABLE MARTIN GLENN UNITED STATES BANKRUPTCY JUDGE 2

60 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 1 of 38 [handwritten:] 2 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 2 REGISTERED LETTER WITH ACKNOWLEDGMENT OF RECEIPT: -SA CGG Mr. Jean-Georges Malcor, Mr. Mathieu Lugez KEREN FINANCE DELTA ALTERNATIVE MANAGEMENT SCHELCHER PRINCE GESTION LA FINANCIERE DE L EUROPE ELLIPSIS ASSET MANAGEMENT HMG FINANCE Copies: -TPG -SELAFA MJA, represented by Ms. Lucile Jouve -SELARL FHB, represented by Ms. Hélène Bourbouloux -Public Prosecutor s Office FRENCH REPUBLIC ON BEHALF OF THE FRENCH PEOPLE COMMERCIAL COURT OF PARIS PREVENTION AND SAFEGUARD 2 ND CHAMBER JUDGMENT RENDERED ON 12/01/2017 By filing with the clerk s office GR P SA CGG Tour Maine Montparnasse 33 avenue du Maine Paris SAFEGUARD PLAN - Mr. Jean-Georges Malcor, 1 bis rue de la Paix Boulogne-Billancourt, chief executive officer, assisted by Mr. Aymar de Mauléon and Ms. Carole Nerguararian, attorneys (JJ30). - Mr. Rémi Christophe Dorval, 38 rue Boileau Paris, chairman of the board of directors, assisted by Mr. Aymar de Mauléon and Ms. Carole Nerguararian, attorneys (JJ30). - Ms. Béatrice Place-Faget, 18 rue de Toul Paris, general counsel, present. - Mr. Stéphane-Paul Frydman, 8 boulevard Raymond Poincaré Garches, chief financial officer, present. - Mr. Mathieu Lugez, 8 rue au Maire Paris, employees representative, present. - Mr. Aurélien Gore-Coty and François Guichot-Perere from the Lazard firm, present. - Ms. Irène Huard, 9 avenue de la Résidence Antony, employees representative, present. - Mr. Thibaut Allemand, 9 square Robinson Sceaux, works council s representative, present. - SELARL FHB, represented by Ms. Hélène Bourbouloux, 22 avenue Victoria Paris, judicial administrator, present, assisted by Mr. Jean-Pierre Farges, attorney (J034). - SELAFA MJA, represented by Ms. Lucile Jouve, 102 rue du Faubourg Saint Denis Paris Cedex 10, creditors representative, present, assisted by Mr. Reinhard Dammann and Mr. Gilles Podeur, attorneys (K0112) and Mr. Nicolas Partouche, attorney (T04). - SAS JG CAPITAL MANAGEMENT, controller, 10 avenue George V Paris, represented by Mr. Jean Gatty and Mr. Alain Minc, assisted by Mr. François Kopf, attorney (R170). - Keren Finance, registered with the Trade and Companies Register of Paris under number , having its registered office at 178 boulevard Haussmann in Paris (75008), represented by its President, Mr. Raphaël Elmaleh, assisted by Mr. David Malamed and Ms. Aline McGowan, attorneys (P367). - Delta Alternative Management, a French société par actions simplifiée registered with the Trade and Companies Register of Paris under number , having its registered office at 8 place Vendôme in Paris 75001, represented by Mr. Carlos Andrade, assisted by Mr. David Malamed and Mr. Aline McGowan, attorneys (P367). [initials] [initials] Page 1

61 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 2 of 38 - Schelcher Prince Gestion, registered with the Trade and Companies Register of Paris under number , having its registered office at 72 rue Pierre Charron in Paris (75008), represented by Mr. Mathieu Detouche and Ms. Carole Imbert, assisted by Mr. David Malamed and Ms. Aline McGowan, attorneys (P367). - La Financière de l Europe, a French société par actions simplifiée registered with the Trade and Companies Register of Paris under number , having its registered office at 25 avenue Pierre 1er de Serbie in Paris (750160), represented by Mr. Vincent Verheyde, assisted by Mr. David Malamed and Ms. Aline McGowan, attorneys (P367). - Ellipsis Asset Management, a French société anonyme having its registered office at 6 rue Ménard in Paris (75002), represented by Mr. Benoit Soler, assisted by Mr. David Malamed and Ms. Aline McGowan, attorneys (P367). - HMG Finance, a French société anonyme registered with the Trade and Companies Register of Paris under number , having its registered office at 2 rue de la Bourse in Paris (75002), represented by Mr. Marc Girault, assisted by Mr. David Malamed and Ms. Aline McGowan, attorneys (P367). - Mr. Rémy Pierre, expert, 8 rue Lecuirot Paris, present. The Court having heard the following: - BPI France, 6/8 boulevard Haussmann Paris, represented by Mr. Sébastien Moynot and Ms. Marie-Laetitia Vassort, assisted by Mr. Jérôme Bu Chazaud, attorney (P202). - Mr. Jean-François Cizain, representing Messier Maris & Associés, 73 rue de Miromesnil Paris, present. - Attestor Capital, 20 Balderton St W1K6TL, London, United Kingdom, represented by Mr. Jérôme Loustau, assisted by Mr. Lionel Spizzichino and Mr. Thomas Doyen, attorneys (J003). - Boussard et Gavaudan, 69 boulevard Haussmann Paris, represented by Mr. Lionel Spizzichino and Mr. Thomas Doyen, attorneys (J003). Voluntary Participants: - The company DNCA Finance, a French société en commandite simple registered with the Trade and Companies Register of Paris under number , having its registered office at 19, place Vendôme in Paris (75001), Represented by the firm Orrick Herrington & Sutcliffe LLP, attorneys (P134), and Mr. Yannick Piette, attorney (L132). - The company Oralie Patrimoine, a French société d'investissement à capital variable registered with the Trade and Companies Register of Paris under number , having its registered office at 19, place Vendôme in Paris (75001). Represented by the firm Orrick Herrington & Sutcliffe LLP, attorneys (P134), and Mr. Yannick Piette, attorney (L132). - The company DNCA Invest, a société d'investissement à capital variable incorporated under the law of Luxembourg, registered with the Trade and Companies Register of Luxembourg under number B125012, having its registered office at 60, avenue JF Kennedy in Luxembourg, L-1855, Luxembourg, Represented by Mr. Jean-Charles Mériaux and appearing through the firm Orrick Herrington & Sutcliffe LLP, attorneys (P134), and Mr. Yannick Piette, attorney (L132). [initials] [initials]

62 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 3 of 38 [handwritten:] 3 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 3 FACTS AND PROCEDURAL BACKGROUND By judgment of June 14, 2017, the Commercial Court of Paris commenced safeguard proceedings with respect to CGG, a French société anonyme with Board of Directors with a share capital of 17,706,519, having its registered office at: Tour Maine Montparnasse, 33 avenue du Maine Paris, registered with the Trade and Companies Register of Paris under number The company s business purpose includes all affairs relating to the geophysical study of subsoil and soil in all countries. As of the commencement of the safeguard proceedings, the CGG SA employed 30 employees. As of September 30, 2017, the CGG group employed 5,323 employees, 1,265 of which in France. The trading price of the CGG company as of October 26, 2017 is 4.02 (Euronext Paris). This same judgment appointed: - Mr. Jean-Pierre Bégon-Lours as supervising judge, - the SELAFA MJA, represented by Ms. Lucile Jouve, in her capacity as creditors representative, and - the SELARL FHB, represented by Ms. Hélène Bourbouloux, in her capacity as judicial administrator with an supervising mission. OVERVIEW OF THE COMPANY AND ORIGIN OF ITS DIFFICULTIES Activities CGG SA ( CGG ) is the parent company of the CGG group, which is an international player in the geophysical and geological services industry, which provides a large range of services in connection with the acquisition, processing, and interpretation of seismic data. Its primary clients are oil and gas companies, which use seismic imaging to support the exploration and development of oil and natural gas reserves. The group has more than 50 sites around the world and operates on five continents through its three business lines: equipment (Sercel), data acquisition, and data processing (GGR). The shares of CGG SA are listed on the EURONEXT market in Paris and on the NYSE. Its main institutional shareholders are Bpifrance Participations (in conjunction with the IFP) and DNCA, which hold approximately 17% of its capital and more than 18% of its voting rights. The OCEANES (obligations à option de conversion et/ou d échange en actions nouvelles ou existantes [Convertible bonds in new or existing shares)] issued by CGG SA are also listed on the EURONEXT market in Paris. In addition, its high-yield bonds are listed on the EURO-MTF market of Luxembourg. Key financial data At the consolidated level The CGG group reported a very strong decline in its revenue over the last four years (-US $2.6 billion). The operational restructuring measures put in place by the management starting in 2014 limited the impact of the decline in its activities. However, the losses that had accumulated over four years amount to more than 3.5 billion. The CGG group has a debt level of around 2.5 billion. Its debts are complex due to the diversity of the nature of its financing, the geographic distribution of the borrowers, and the guarantees granted between the different entities of the group. [initials] [initials]

63 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 4 of 38 [handwritten:] 4 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 4 Designation Amount ( M) French RCF 267 US RCF 147 TLB Total secured debt 717 High-Yield bonds 1,376 Convertible bonds 360 Total unsecured debt 1,736 Total 2,453 The consolidated figures are as follows: in $M 12/31/ /31/ /31/ /31/2016 Revenue 3,766 3,095 2,101 1,196 EBITDA 1, Operating income , Net income ,147-1, Current assets 2,354 2,029 1,772 1,477 Noncurrent assets 5,908 5,031 3,741 3,385 Equity 3,890 2,746 1,358 1,157 Financial debt 2,496 2,700 2,787 2,749 At the company level CGG SA is a holding company, and its revenue is entirely composed of billing of services to its subsidiaries. The liabilities carried by CGG SA are estimated at 1.9 billion (excluding group liabilities and excluding guarantees to the benefit of subsidiaries) as follows: million in French RCFs with security interests and guarantees; - 1,376 million under high-yield bond issues with guarantees; million under OCEANES without security interests or guarantees; In addition to guarantees granted to the benefit of subsidiaries, which in turn are guarantors of some of these debts (with the exception of the OCEANES, which do not benefit from any guarantees or security interests). in $M 12/31/ /31/ /31/2016 Revenue Operating income Net income -1, Fixed assets 4,150 3,961 3,429 Current assets Equity 1,123 1,729 1,225 Financial debt 2,059 2,655 2,569 Origin of the difficulties and mandat ad hoc proceedings CGG s difficulties have arisen in the context of a geoscience market that has been significantly impacted by the drop in the price per-barrel of oil and the abundance of American shale oil, which has led oil operators, the CGG group s main clients, to postpone investments related to the search for new deposits. Faced with these factors, in 2016 the company put a transformation plan into effect financed by a share capital increase for a gross amount of approximately 350 million. This plan included, among other aspects, a resizing of its fleet of vessels, repositioning

64 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 5 of 38 [handwritten:] 5 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 5 on market segments with higher value-added, and a decrease in internal costs, which led to the departure of 3,900 employees. Given the decrease in its activities, the company was no longer able to service its existing mediumterm debts and was forced to begin discussions with its main creditors and shareholders, notably in the framework of mandat ad hoc proceedings commenced on February 27, 2017 by the President of the Commercial Court of Paris. Long and complex discussions took place between the months of March and June 2017 with the main creditors and shareholders, which can be categorized into four different groups: - the group of so-called senior creditors under French RCF and US RCF and Term Loan B debt, representing approximately 53% of this category, - an ad hoc group of high yield noteholders, representing approximately 52% of this category, which is itself split into three tranches, - one of the representatives of the holders of convertible bonds in new or existing shares (OCEANES), - the two main shareholders at the time (Bpifrance Participations and AMS Energie), which respectively hold approximately 9% and 8% of the share capital of CGG SA. However, these two shareholders stopped discussions at the beginning of May. On August 31, 2017, AMS Energie declared that it held less than 1% of the share capital. Another long-time institutional shareholder, DNCA, which in May 2017 held 5.5% of the total amount in principal of the high-yield bonds and 20.7% of the total amount in principal of the convertible bonds, entered into discussions during the month of May As a result of these discussions, an agreement in principle was reached with the main senior creditors, the High-Yield creditors, and DNCA at the beginning of June Given the major payment instalments coming before the month of August 2017 (approximately US $90 million), CGG requested the opening of safeguard proceedings in mid-june for the purpose of implementing these agreements. Simultaneously, 14 Chapter 11 American proceedings were commenced by the U.S. Bankruptcy Court of the Southern District of New York in order to put all assets of CGG as a group under protection, given : i) the direct indebtedness of CGG HOLDING (US) INC. associated under part of the senior debt (US RCF and Term Loan B), ii) guarantees granted by certain subsidiaries of CGG SA in connection with the financings of CGG SA and CGG HOLDING (US) INC., iii) cross default clauses, and iv) security interests provided for in the financial documentation. The French safeguard proceedings was subject to a request for recognition through a Chapter 15 procedure so that the effects of the safeguard proceedings would be recognized in the territory of the United States. This request was considered during the hearing of July 13, 2017, and recognition was granted. Reaching a majority agreement with creditors before the commencement of these proceedings was a major challenge with respect to meeting the conditions for the so-called prearranged American proceedings, which provide greater autonomy and security with respect to continuation of activities and more generally will allow the group to reassure its clients, collaborators, and suppliers that a solution will be reached despite the commencement of these proceedings. Observation period [initials] [initials]

65 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 6 of 38 [handwritten:] 6 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 6 Signature of a private placement agreement and subscription commitment made by the high-yield noteholders As of June 27, 2017, the high-yield noteholders that wished to do so were given the opportunity to commit to subscribe to the issuance of the new debt. On July 7, 2017, 100% of the new money had been subscribed. Establishment and voting of the creditor committees Because CGG exceeded the thresholds set forth by Articles L and R of the Commercial Code, on July 28, 2017, the judicial administrator established the Credit Institutions and Assimilated Entities Committee ( CECA ) and the Bondholders General Meeting (BGM ) and convened them in a meeting. Because the suppliers are not affected by the plan or are fully paid upon the approval thereof, only the CECA and the BGM were convened on July 28, 2017 for a meeting to vote on the draft safeguard plan prepared by the company. The CECA and then the BGM adopted the draft safeguard plan presented by CGG unanimously and with the majority of 93.5% of the votes, respectively. On August 4, 2017, six convertible bondholders filed a recourse against the draft safeguard plan adopted by the creditors committees. Consultation of the works council regarding the draft safeguard plan The works council met on October 2, 2017 and issued a positive opinion regarding the draft safeguard plan of CGG. It expressed its concerns regarding the disastrous consequences that would result from a negative shareholder vote, which could ultimately lead to dismantling the group. General meeting of shareholders In its capacity as a reference shareholder, BPI made its support of the safeguard plan conditional on certain guarantees to be obtained from the members of the ad hoc high-yield noteholders committee and CGG SA. These undertakings were made on October 16, 2017 and concern: - the inalienability of some of CGG SA s assets or those of its subsidiaries (CGG); - the absence of any employment safeguard plan until December 31, 2019 (CGG); - the continued presence of decision-making centers in France and the registered office in France until December 31, 2022 (CGG); - commitments with respect to governance (creditors); During the combined general meeting of October 31, 2017, resolutions concerning the implementation of the draft safeguard plan were not able to be put to a vote by the shareholders in attendance or represented because the necessary quorum was not reached. Therefore, the company convened the shareholders once again to an extraordinary general meeting on November 13, 2017, during which all of the resolutions required to implement the draft safeguard plan were adopted, as the new required quorum was reached. [initials] [initials]

66 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 7 of 38 [handwritten:] 7 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 7 REGARDING THE RECOURSE FILED AGAINST THE DRAFT SAFEGUARD PLAN ADOPTED BY THE BONDHOLDERS GENERAL MEETING In a declaration filed with the Court clerk s office on August 4, 2017, the companies KEREN FINANCE, DELTA ALTERNATIVE MANAGEMENT, SCHELCHER PRINCE GESTION, LA FINANCIERE DE L EUROPE, ELLIPSIS ASSET MANAGEMENT, and HMG FINANCE disputed the validity of CGG SA s draft safeguard plan in light of the provisions of Article L and asked the court to: Reject the plan as contrary to the provisions of Article L of the Commercial Code. In reasoned written arguments dated November 6, 2017 and summary reasoned written arguments dated November 2017, CGG asked the court to: Principally: - Rule that the Applicants, with the exception of Financière de l Europe, acting on behalf of the DFE Patrimoine and FDE Profil funds, have not demonstrated their standing to act, - Rule that the provisions of Article L of the Commercial Code do not give the applicants the ability to challenge the provisions of the draft safeguard plan, Consequently, - Declare their requests inadmissible, In any event: - Rule that the holders of Senior Notes and the holders of Convertible Bonds are in different situations from both a legal and economic perspective; - Rule and declare that the treatment of the holders of Convertible Bonds is justified in light of the interests involved and of the objectives of the draft safeguard plan as set forth by the law without being manifestly disproportionate compared to the treatment of the holders of Senior Notes; Consequently, - Dismiss all of the Applicants claims, In any event: - Jointly order each Applicant to pay the amount of 10,000 pursuant to Article 700 of the Code of Civil Procedure; - Jointly order the Applicants to pay all expenses. In its written arguments, the SELARL FHB, represented by Ms. Hélène Bourbouloux, acting as the judicial administrator of CGG, asks the court to: Principally: - Find that the Applicants, with the exception of Financière de l Europe, on behalf of the FDE Patrimoine and FDE Profil funds, have not demonstrated their standing to act; Consequently, - Declare the Applicants, with the exception of Financière de l Europe, on behalf of the FDE Patrimoine and FDE Profil funds, inadmissible; In the alternative:

67 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 8 of 38 [handwritten:] 8 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 8 - Find that the holders of OCEANES are in a different situation than the highyield noteholders; - Declare that the difference in treatment does not appear to be manifestly disproportionate and sufficiently protects the interests of all creditors; Consequently, - Dismiss all of the applicants claims; In its written arguments, the SELAFA MANDATAIRES JUDICIAIRES ASSOCIES (MJA), represented by Ms. Lucile Jouve, acting as creditors representative of CGG SA, asks the court to: Principally: - Find that the Applicants action is inadmissible; In the alternative, as to the merits: - Rule that the Applicants action is ill-founded. In voluntary accessory written arguments, the companies DNCA Finance, Oralie Patrimoine, and DNCA Invest ask the court to: - Dismiss all actions, arguments, and claims of the companies Keren Finance, Delta Alternative Management, Schelcher Prince Gestion, La Financière de l Europe, Ellipsis Asset Management, and HMG Finance; - Rule as required by law on expenses. In responding summary written arguments filed November 15, 2017, KEREN FINANCE, DELTA ALTERNATIVE MANAGEMENT, SCHELCHER PRINCE GESTION, LA FINANCIERE DE L EUROPE, ELLIPSIS ASSET MANAGEMENT, and HMC FINANCE reiterated their previous requests. Arguments of the parties Regarding the admissibility of the request formulated by the holders of convertible bonds CGG argues that: - Pursuant to Article 31 of the Code of Civil Procedure: The right of action is available to all those who have a legitimate interest in the success or dismissal of a claim, without prejudice to those cases where the law confers the right of action solely upon persons whom it authorizes to raise or challenge a claim, or to defend a particular interest. - Lack of standing constitutes one of the grounds of non-admissibility provided for by Article 122 of the Code of Civil Procedure, - The established case law on this matter assesses the applicant s standing to act as of the date on which he brought his action, - In this case, with the exception of the certificates produced by Financière de l Europe, acting on behalf of the FDE Patrimoine and FDE Profil funds, the Applicants have not produced any evidence establishing their standing as holders of convertible bonds as of the date of filing of the request, - Consequently, since they have not demonstrated that they are holders of convertible bonds, they have no standing to contest the treatment of the holders of convertible bonds in the context of the draft safeguard plan, the subject matter of these proceedings, - Consequently, it asks the court to declare the action brought by the Applicants, with the exception of Financière de l Europe, acting on behalf of the FDE Patrimoine and FDE Profil funds, inadmissible for lack of standing. [initials] [initials]

68 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 9 of 38 [handwritten:] 9 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 9 The SELARL FHB states that: - Pursuant to Article 31 and 122 of the Code of Civil Procedure, the applicant in a legal action must demonstrate that it has a right of action, - Standing to act is assessed as of the date of filing of the claim, - In this case, the Applicants brought this action in their capacity as holders of OCEANE 2019 and OCEANE 2020 Bonds, considering that the draft safeguard plan was adopted by the general meeting of bondholders in violation of Article L of the Commercial Code, - However, with the exception of the certificates produced for Financière de l Europe, acting on behalf of the FDE Patrimoine and FDE Profil funds, all of the other certificates are dated prior to August 4, 2017, the date of the statement of recourse filed by the Applicants that initiated these proceedings, - In the absence of proof that the Applicants were holders of OCEANE 2019 and OCEANE 2020 Bonds as of August 4, 2017, the court can do nothing but declare the Applicants claim inadmissible, with the exception of Financière de l Europe, acting on behalf of the FDE Patrimoine and FDE Profil funds. The SELARL MJA states that: - Article L of the Commercial Code states that: The court shall rule in the same decision on disputes relating to the application of Articles L to L and on the approval or amendment of the plan. Creditors may only dispute a decision of the committee or the meeting to which they belong. - At no time have the Applicants contested the calculation of the voting rights, the voting procedures, or the vote count during the BGM meeting that voted on the draft safeguard plan on July 28, 2017, - The Applicants recourse is therefore manifestly inadmissible because it does not fall within the specifically defined scope of Article L of the Commercial Code, - Article L the Commercial Code also states that: The representatives of the body ( représentant de la masse ), duly authorized by the bondholders general meeting, shall solely have the capacity to bring, on behalf of the said bondholders, actions to declare the invalidity of the company or of acts and decisions subsequent to its formation and also all actions intended to defend the common interest of the bondholders, and in particular to request the measure set forth in Article Court actions directed against all the bondholders in the same body may be brought only against the representative of this body. Any action brought in violation of to the provisions of this article shall be declared automatically inadmissible. - Thus, although it is possible for bondholders to individually bring an action regarding the voting conditions of the BGM meeting voting on the draft plan, as provided for by Article L of the Commercial Code, they cannot individually bring a court action to contest the treatment of Holders of OCEANE by the plan in the general sense. Because this is an action intended to defend the common interests of the bondholders, it clearly is the exclusive prerogative of the representative of the body of bondholders. DNCA Finance, Oralie Patrimoine, and DNCA Invest - These companies support the claims the CGG and the Court-appointed organs of the Proceedings, and the DNCA companies argue that the differentiated treatment of the creditors is perfectly justified by the difference in their situations. [initials] [initials]

69 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 10 of 38 [handwritten:] 10 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 10 KEREN FINANCE, DELTA ALTERNATIVE MANAGEMENT, SCHELCHER PRINCE GESTION, LA FINANCIERE DE L EUROPE, ELLIPSIS ASSET MANAGEMENT, and HMG FINANCE respond that: - They have justified their capacity as bondholders as of the date of the action by producing new debt holding certificates, - They therefore have standing to contest the plan because Articles L and L of the Commercial Code specifically authorize them to contest the decision of the meeting to which they belong, - The argument that their action is inadmissible on the grounds that Article L of the Commercial Code only authorizes disputes regarding the formal regularity of the bondholders vote is inconsistent with the aforesaid provisions, which do not establish any restriction to this effect, - This position is contrary to the provisions of Article L of the Commercial Code, which indicates that the court must ensure that the interests of all creditors are sufficiently protected, - The argument that only the representatives of the body of bondholders has capacity to bring such action is ineffective because this debate on the capacity of the representative of the body to act in the context of a challenge to the safeguard plan has been addressed by the ruling of the Court of Appeals of Versailles of November 18, 2010, which was confirmed by French Supreme Court. During the hearing of November 20, 2017, The applicants arguments were heard. Mr. de Mauléon for CGG, states that Article L concerns a committee decision and does not entitle the applicants to contest the provisions of the draft plan. The action must therefore be declared inadmissible. In the alternative, the differentiated treatment is justified in light of the interests involved as well as the objectives; there are two rulings in the case law to this effect (LUDENDO and IMMOBILIERE HOTELIERE). Mr. de Mauléon declares that all of the applicants claims must be dismissed. DNCA: voluntary participant, argues that the differentiated treatment is justified due to the multiple number of guarantors. The controller, Mr. Gatty, for IGCAPITAL MANAGEMENT: the proposed draft plan imposes 5% for the OCEANES and 95% for the SENIOR NOTES due to the sole difference in the guarantee of the Senior Notes on the 14 subsidiaries. The creditors representative, the SELAFA MJA, represented by Ms. Jouve: The objection may only concern the committee decision and not the draft plan itself. The action is therefore inadmissible. The claim brought before the court has misused the THOMSON case law. The draft plan was approved by two thirds majority of the voting members: 93.5% of the bondholders present voted in favor of the draft plan, and 100% of the lenders present voted in favor of the draft. Mr. Almaseanu, deputy prosecutor, declares that it would be difficult to see how the action would not be declared inadmissible, [initials] [initials]

70 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 11 of 38 [handwritten:] 11 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 11 On the merits, there is a different situation and two types of bondholders. The principle is to save the company, and no abuse has been demonstrated on the part of the company. On this matter Whereas the companies KEREN FINANCE, DELTA ALTERNATIVE MANAGEMENT, SCHELCHER PRINCE GESTION, LA FINANCIERE DE L EUROPE, ELLIPSIS ASSET MANAGEMENT, and HMG FINANCE have justified their capacity as bondholders as of the date of the recourse by producing new debt holding certificates; Whereas Article L of the Commercial Code states that: The court shall rule in the same decision on disputes relating to the application of Articles L to L and on the approval or the amendment of the plan. Creditors may only dispute a decision of the committee or the meeting to which they belong; Whereas in support of their arguments the plaintiff companies rely on a ruling of the Court of Appeals of Versailles of November 18, 2010; whereas this ruling finds that bond creditors express their votes individually and have the capacity to contest the decision made by the BGM and to file an appeal of the judgment approving the safeguard plan. However, whereas the plaintiff companies asked the court to reject the plan as contrary to the provisions of Article L of the Commercial Code, which states that: In the event of the existence of bondholders, a general meeting comprising all creditors who are holders of bonds issued in France or abroad shall be convened under the conditions defined by Conseil d Etat decree, in order to vote on the draft plan adopted by the creditors committees. The decision may specifically pertain to payment term-outs, total or partial cancellation of the bond claims, and where the debtor is a joint stock company whose shareholders are liable for losses only up to their contributed capital, conversions of claims into securities granting or enabling to grant rights in the equity. The draft plan may establish differentiated treatment between bond creditors if justified by differences in situation. The plan shall take in account the subordination agreements between creditors entered into prior to the commencement of the proceedings. The decision shall be taken by majority of two thirds of the amount of bond claims held by those who have expressed their votes, notwithstanding any clause to the contrary and irrespective of the law applicable to the issue contract. Bond creditors for whom the draft plan does not provide for changes in the terms of payment or provides for full payment in cash immediately upon approval of the plan or after the admission of their claims shall not participate in the general meeting vote. ; Whereas this article only concerns the holding of the BGM; whereas consequently the holders of OCEANE can only contest the validity of the voting procedures of the BGM and the validity of the decisions that are made, but not the validity of the draft plan itself; Whereas the plaintiff companies at no time have contested the calculation of the voting rights, the voting procedures or the vote counts during the BGM that voted on the draft safeguard plan on July 28, 2017; [initials] [initials]

71 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 12 of 38 [handwritten:] 12 COMMERCIAL COURT OF PARIS GR No.: JUDGMENT OF FRIDAY 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER PAGE 12 Whereas the plaintiff companies dispute does not fall within the specifically defined scope provided for by Article L of the Commercial Code; The court will declare the request to reject the plan filed by the companies KEREN FINANCE, DELTA ALTERNATIVE MANAGEMENT, SCHELCHER PRINCE GESTION, LA FINANCIERE DE L EUROPE, ELLIPSIS ASSET MANAGEMENT, and HMG FINANCE inadmissible. On Article 700 of the Code of Civil Procedure Whereas it does not seem unfair to make each of the parties pay the costs they have incurred for the purposes of this procedure; therefore, the court will dismiss the parties respective claims; REGARDING THE EXAMINATION OF THE SAFEGUARD PLAN The draft safeguard plan essentially involves a financial restructuring of CGG SA s indebtedness. All of its annexes containing details on all of the documentation resulting from the plan have been made public on CGG s website This has been established by a certified report drafted by Mr. Didier Gatimel, bailiff, on November 16, Liabilities taken into account by the draft safeguard plan As of the date of the opening ruling of the safeguard proceedings, CGG SA s indebtedness are as follows: Liabilities Total amount in principle excluding accrued interest (as of 06/14/2017) Bank liabilities French RCF loan (USD) 160,000,000 USD French RCF loan (EUR) 124,600,000 EUR Bond liabilities 2020 Notes 400,000,000 EUR 2021 Notes 675,625,000 USD 2022 Notes 419,636,000 USD 2019 Convertible Bonds 34,933, EUR 2020 Convertible Bonds 325,165, EUR Liabilities in connection with guarantees granted US RCF loan 161,933,711 USD TLB 2019 loan 337,845, USD Financial lease Massy financial lease 50,246, EUR Operating liabilities Operational guarantees 781,896, EUR Other operating liabilities 3,265, EUR [initials] [initials]

72 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 13 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 13 Only part of these liabilities are affected by the plan. The draft safeguard plan provides for a modification of the repayment terms of the claims held by creditors under: - the French RCF loan, - the high yield notes, - the OCEANES, - Guarantees granted by CGG SA for the repayment of the amounts due under the loans US RCF and Term Loan B, - Guarantees granted by the guarantors subsidiaries under the French RCF loan, and/or the US RCF loan, and/or the Term Loan B loan, and/or high yield notes. The draft safeguard plan does not provide for amendments to the payment terms of certain creditors, or a full payment in cash of their claims, upon the approval of the safeguard plan, subject to the admission of their claims, namely the creditors: - under tax integration; - under operational guarantees; - under financial lease; - under supplier liabilities; - under intragroup liabilities (including guarantee remuneration claims), excluding claims under guarantees provided for in the financial documentation. Treatment of bank and bond liabilities The draft safeguard plan has three main components relating to the liability treatment of CGG SA: - the full equitization of the amounts due under high yield notes and convertible bonds, with the exception of the amounts of 86 million USD and 5 million USD respectively, - the conversion of the claims in principal due under the French RCF loan into a five-year note claim with a bullet repayment issued by CGG Holding (U.S.) Inc. incorporated in the United States, subject to a maximum partial upfront pay down of 150 million USD, prorata with the claims in principal under the US RCF and Term Loan B loans, subject to certain conditions, - the provision of new money of up to 500 million USD in the amounts of: o 125 million USD in the form of a share capital increase with preferential subscription rights by issuing new shares with BSA 2 warrants attached, o 375 million USD in the form of new second-lien notes (and BSA 3 warrants). 1. Bond liabilities The treatment of the liabilities under high yield notes: conversion into equity via a capital increase subscribed by way of set-off of claims

73 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 14 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Claims concerned: balance of claims held by high yield noteholders Register No: Page 14 [HW: 14] Beneficiaries Holders of high yield notes as of the reference date Claims not concerned - 86 million USD corresponding to the payment of accrued interest on high yield notes - any amount used as the case may be to subscribe to the share capital increase with preferential subscription rights, in accordance with the backstop commitment Characteristics - Issuer: CGG SA - Instruments: new shares assimilated to the existing shares - Issuance Price: $3.5 per new share paid by way of set-off Treatment of the accrued interest claim of 86 million USD Option 1: Subscription to second-lien interest notes by way of set-off Characteristics of the new second-lien interest notes - Issued by CGG SA; - Subscribed by high yield noteholders on a prorata basis of their interest claims. Schedule Option 2: 10-year term-out Annuity 1: 1% Annuity 2: 1% Annuities 3 to 9: 5% Annuity 10: 63% The bondholders who are members of the BGM were consulted to vote only for or against the plan (with the possibility of abstaining). They will be asked to choose between option 1 and option 2 during the period of 10 business days prior to reference date as defined in the draft plan. The draft safeguard plan also provides that, as remuneration for their overall coordination role as part of the restructuring, the members of the ad hoc senior noteholders committee will be granted free coordination BSA warrants, the main terms of which are as follows: - exercise ratio: subscription right to the total of 1% of the share capital of the company after taking into account the dilution resulting from the share capital increase with preferential subscription rights, the equitization of convertible and high yield claims, and the exercises of the coordination BSA warrants, backstop BSA warrants, and BSA 3 warrants, but before the exercise of BSA 1 warrants and BSA 2 warrants. - strike price: 0.01 EUR per new share exercisable within 6 months from the restructuring effective date. The treatment of the liability under convertible bonds: conversion into equity through a share capital increase subscribed by way of set-off of claims [HW: 15]

74 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 15 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 15 Claims concerned The balance of claims held by OCEANES holders Beneficiaries OCEANES holders as of the reference date Claims not concerned - 5 million USD to be paid in cash on the restructuring effective date; Characteristics - Issuer: CGG SA - Instruments: new shares assimilated to existing shares - Issue Price: $11.5 per new share paid by way of set-off Payment of accrued interest The 5 million USD accrued interest from OCEANES will be paid in cash and in Euros on the restructuring effective date, to the benefit of OCEANES holders on the reference date 2. French RCF Loan French RCF loan creditors had the option of choosing between two options for the treatment of their claims. Specific terms and conditions are also possible and are at the election of the company: Option 1: Exchange of claims into new first-lien secured notes Claims concerned Balance of claims held by creditors under the French RCF loan. - Part of the claims under the French RCF loan that has been repaid on the restructuring effective date out of the proceeds of the new money injected (within the limit of 150 USD million for Claims not concerned all secured loans, including the US RCF loan and Term Loan B, and if the injection exceeds 250 million USD) - Interest and fees possibly due on the Restructuring Effective Date that will have to be repaid in cash Terms of exchange Characteristics of the new notes First: CGG HOLDING US issues news notes subscribed by CGG SA for an amount equal to the claims under the French RCF loan concerned, the subscription price being settled by way of set-off with a part of an intragroup claims that CGG SA holds against CGG HOLDING US Second: Payment in kind of notes from CGG SA to the creditors under the French RCF loan who have opted for option 1 - Notes under New York law issued in US dollars - Maturity: 5 years from the restructuring effective date - Bullet repayment at maturity - Interests: - LIBOR with a floor of 100 bps (base points) bps/year in cash - Capitalized interest, the rate of which will be definitively determined on

75 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 16 of 38 [HW: 16] Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 16 Optional early repayment for the company Security interests and guarantees granted the restructuring effective date according to the upfront pay down made after the injection of new money: => if the outstanding amount is USD 700 million: 2.50% per year PIK ( Payment in Kind, not necessarily in cash) => if the amount outstanding is USD 600 million and USD 700 million: 1.25% to 2.5% per year PIK => if the outstanding amount is USD 500 million and USD 600 million: between 0% and 1.25% per year PK => if the outstanding amount is USD 500 million: 0% - Full early repayment is possible for 6 months as from the restructuring effective date at par without cost (subject to the payment of a commission if the repayment takes place between the 5th and the 6th month) - Repayment possible between the 6th month and the 36th month with the payment of a usual indemnity fee, - Repayment without cost after the 36th month. - Between the date of the approval ruling of the plan and the restructuring effective date, there is the possibility to proceed to the full (not partial) repayment in cash of the amount due under the French RCF, US RCF, and TLB loans. Identical to those of the existing secured loans (French RCF/US RCF/Term Loan B) subject to certain releases and discharges of certain guarantors (CGG Marine Resources Norge AS, CGG Holding I UK, CGG Holding II UK, Sercel Inc. and Sercel GRC-Corp) Claims concerned Schedule Interests Option 2: 10-Year Term-out of French RCF Loan claims All of the claims held by the creditors under the French RCF loan who opt for Option 2 (without upfront pay down), or creditors who would have voted against the plan, who would have abstained, who would have not chosen any of the two options, or who would have opted for Option 1 whose failure to complete the required formalities cannot be remedied. Annuity 1: 1% Annuity 2: 1% Annuities 3 to 9: 5% Annuity 10: 63% EURIBOR/LIBOR rate base at 6 months with a minimum rate of 1%/year + 5.5% per annum

76 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 17 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: [HW: 17] Page 17 Security interests and guarantees Identical to those of the existing secured loans (French RCF/US RCF/Term Loan B) subject to certain releases and discharges of certain guarantors (CGG Marine Resources Norge AS, CGG Holding I UK, CGG Holding II UK, Sercel Inc. and Sercel GRC-Corp. Option available to the company CGG SA may offer the creditors subject to option 2 the possibility of opting for Option 1 in the 10-day period prior to the reference date (that is, the date of the finalization of the share capital increase with preferential subscription rights). For their part, the claims resulting from the US RCF and Term Loan B loans will be fully converted into new secured notes as part of the Chapter 11 plans. All creditors under the French RCF loan opted for option 1 at the CECA on July 28, Injection of new money Injection of new money through a first share capital increase with preferential subscription rights ( DPS ) Characteristics - Issuer: CGG SA - Instruments: New shares with warrants known as BSA2 warrants (1 BSA2 for 1 new share) - Amount: 125 million USD (before the exercise of BSA2 warrants) - Price: $1.75 per new share with BSA2 warrants paid in cash only (except by way of set-off with the claims held by the high yield noteholders in case of the guarantee described is called) Beneficiaries of the Historical shareholders for a limited period of two weeks DPS

77 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 18 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 18 [HW:18] Guarantee - DNCA undertakes to subscribe, in cash, the number of unsubscribed shares for up to a maximum amount of 80 million USD with a fee of 10% of the share capital increase (that is, a maximum of 8 million USD) - The company may offer to other significant shareholders the possibility to undertake to subscribe in cash the unsubscribed amounts in the context of the share capital increase with DPS (after the subscription of DNCA) provided that a restructuring support agreement is signed no later than 21 days before the Extraordinary General Meeting of Shareholders - High yield noteholders undertake to subscribe the amount of the capital increase with DPS that has not been subscribed by way of set-off with their claims under the notes. BSA 2 warrants 3 BSA warrants give the right to subscribe 2 new shares at $4.5 per new share (in cash), and for a maximum period of 5 years from the restructuring effective date. Injection of new money through a new issuance of second-lien notes (in connection with the PPA) All the new second-lien notes were subject to a subscription commitment by notably the members of the ad hoc high yield noteholders committee, and the subscription commitment period was extended from June 27 to July 7, Characteristics - Issuer: CGG SA - Instruments: Notes with BSA3 warrants (pro rata of the subscription) - Issue amount: USD 375 million - Duration: 6 years with repayment at maturity Eligible creditors Backstop All holders of high yield notes as of June 1, 2017 meeting certain characteristics, including the members of the ad hoc high yield noteholders committee. Subscribers benefit from a subscription fee of 7% of the amount of their subscription commitment The members of the ad hoc high yield noteholders committee are committed to subscribe the new second-lien notes which would have not been subject to any subscription commitment, and to subscribe any new second-lien notes for which an eligible high yield noteholder would not fulfill its subscription commitment;

78 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 19 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: [HW: 19] Page 19 In consideration for this commitment, they benefit from: a backstop fee of 3% of the total amount of the issue of new second-lien notes, Backstop BSA warrants granted for free allowing to subscribe to 1.5% of the share capital of the company for a period of 6 months as from the restructuring effective date New money (net of subscription and backstop fees) will be used as follows: - up to USD 250 million: to finance the group's financial and operating needs (including the refinancing of any financing [set up during Chapter 11 proceedings, called DIP Financing ], and the accrued interest of convertible bonds as of the restructuring date) - secondly, to proceed with the upfront pay down of lenders under the French RCF loan, the US RCF and, the TLB up to a maximum of USD 150 million The reduction of the share capital of the company and the earn-out mechanism for current shareholders Prior to the issuance of financial instruments provided for in the safeguard plan, the company will implement a share capital reduction not justified by losses by way of reduction of the nominal value of the shares from 0.80 EUR to 0.01 EUR. In addition to the possibility of participating in the share capital increase with DPS, at the date of the opening of the safeguard proceedings, shareholders will be granted by the company, for free, shares with warrants (BSA 1) whose principal terms and conditions are as follows: - 3 BSA warrants granting the right to subscribe to 4 new shares of the company - The strike price of $3.5 per new share - Exercise period: 4 years as of the restructuring effective date Shareholder dilution will occur under the following conditions: - prior to the issuance of new money: o existing shareholders not exercising their BSA1 warrants would be diluted to 4.4%, o existing shareholders exercising their BSA1 warrants would be diluted to 9.8% - after the issuance of new money: o existing shareholders who would neither exercise their BSA1 warrants nor their BSA2 warrants, but who would participate in the reserved share capital increase would be diluted to 10.2%, o existing shareholders who would exercise their BSA1 warrants only, and participate in the reserved share capital increase would be diluted 16.9%, o existing shareholders who would exercise their BSA1 warrants and their BSA2 warrants, and participate in the reserved share capital increase would be diluted in a more limited manner by 22%. Business Plan and Sustainability

79 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 20 of 38 [HW: 20] Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 20 The business plan established by the company anticipates a gradual rise in the price of the barrel of oil until 2018, then a stable price at $65 per barrel until Furthermore, oil reserves are expected to reach a critical level by 2020 taking into consideration the sharp decline in exploration spending by major oil players in the recent years, related particularly to the abundance of cheap shale gas. These cyclical factors have lead the management to believe that the business of the CGG group has reached its low point, and that a recovery should take place as from 2018, especially on the multi-client and equipment business. The business plan established by the management is based on the following key value creation goals: - to have a flexible business model that would allow to take advantage of market developments under the best possible conditions, - to give customers the best possible view of their data based on more accurate processing, improved predictions and interpretations, and - maintain an integrated group which would allow to offer complete geoscience solutions. Management believes that the group would benefit from a lighter cost structure following the transformation plan, and the gradual rebalancing between its various business segments. The measures implemented as part of the transformation plan should allow the group to generate an EBITDA of 560 million USD in 2018, and 839 million USD in Thus, management anticipates that the restructuring should have a positive impact of nearly 1 billion USD on the liquidity of the group through: - the net reduction in the cost of the indebtedness for 0.2 billion USD, - the financial restructuring of the marine branch for 0.3 billion USD, - the net injection of new money provided for in the plan for 0.3 billion USD, - the possibility of using new secured financing for 0.2 billion USD. The cash flow forecast was justified as part of the examination of the plan. Based on these elements, the measures provided for by the safeguard plan make it possible to secure the liquidity of the group over the next 3 financial years. Thanks to the sharp reduction of its indebtedness ratio (net financial debt/ebitda) in a significant manner, from over 8 to less than 1.5 in 2018, the group should be able to refinance all or part of the residual post-restructuring debt planned to be repaid in 2023 (in the event that restructuring issuances are implemented at the beginning of 2018, the plan establishing that restructuring transactions shall occur by February 28, 2018 at the latest). Undertakings made by certain high yield noteholders creditors and DNCA By letters from the Direction Générale des Entreprises countersigned on October 16, 2017, three high yield noteholders have, at the request of BPI France, made separate undertakings in the context of the safeguard proceedings. These are the funds: - ATTESTOR CAPITAL LLP; - BOUSSARD & GAVAUDAN; - DNCA FINANCE, ORALIE PATRIMOINE and DNCA INVEST SICAV.

80 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 21 of 38 Paris Commercial Court Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 21 These undertakings are the following: - Have Bpifrance Participations participate in the discussions that will be held concerning the new composition of the board of directors of CGG SA; - Vote during the first ordinary general meeting of CCG SA that will be held after the date of consummation of the financial restructuring, in favor of the appointment to the position of director of candidates that will be agreed upon between the current board of directors of CCG SA and the institutions members of the current ad hoc creditors committee; - Ensure that neither the institutions members of the current ad hoc creditors committee, nor their affiliates or persons connected are represented in the board of directors of CCG SA, unless these institutions or the funds, entities, or accounts directly or indirectly managed or counselled by these institutions or their affiliates come to hold together ten percent (10%) or more of the share capital of CCG SA, unless these funds justify fiduciary obligations; - To vote in favor of any draft resolutions and, if necessary and subject to holding a sufficient participation in application of article L of the code of commerce, to register all draft resolutions in general meeting so that the board of directors of CGG SA retains a composition of more than 60% of independent administrators and that this composition continues to reflect, in accordance with the current situation, the diversity of geographic origins of the directors all while respecting the location of the registered office of CGG SA; - To vote in favor of all draft resolutions and, if necessary and subject to holding a sufficient participation in application of article L of the code of commerce, to register all draft resolutions in general meeting so that the articles of association of CGG SA provides that any subsequent chief executive officer, if necessary, to the current chief executive officer has their primary residence in France. These undertakings will take effect on the date on which all of the transactions provided for in the framework of restructuring, which are defined in the safeguard plan, are achieved. These undertakings will remain valid until 31 December The respect of these undertakings must figure on the annual report of the court-appointed trustee in charge of supervising the implementation of the plan. Undertakings made by CGG According to a letter dated 16 October 2017, CGG has, for its part, made the following undertakings: - To request the court to acknowledge on inalienability commitment in any form whatsoever over its significant assets that it directly holds until 31 December 2019, in accordance with article L of the code of commerce; - Acknowledges that it must, in the case where such disposition is necessary because of a change in the conditions of the market impeding the realization of the business plan that does not provide for such a disposal of significant assets, to request prior authorization from the court; - Acknowledges that it must, in the case where the disposition of significant assets held both in France and abroad by its affiliates and sub-affiliates will be considered and likely to lead to a substantial modification in the means or the [signature] [signature]

81 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 22 of 38 Paris Commercial Court Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 22 objectives of the safeguard plan, to request the prior authorization of the court, in accordance with article L of the code of commerce. - To abstain from any employment safeguard plan in France until 31 December 2019; - To commit to maintain, and do what is necessary so that the affiliates under French law that it controls within the meaning of article L of the code of commerce maintain decision-making centers currently located in France, including the registered office of CGG SA, until 31 December 2022; - Favorably acknowledges and not to take any measure opposing the undertakings relating to the governance that should be signed by all or part of the members of the ad hoc committee of holders of high yield notes and by DNCA; - To commit having Bpifrance Participations participate in the discussions that will be held notably with the members of the ad hoc committee of high yield noteholders and DNCA concerning the new composition of the board of directors of CGG SA. The general meeting of shareholders voted on the useful resolutions for the draft plan during a general meeting on 13 November The parallel proceedings in the United States covering 14 affiliates under Chapter 11 have resulted in a favorable vote of the classes of creditors, duly approved by the jurisdiction of New York in charge of these proceedings, and subject to a vote of the shareholders of CGG SA and the approval of the plan by the court, Pursuant to articles L and L et seq. of the code of commerce, SELARL FHB represented by the person of Ms Hélène BOURBOULOUX as judicial administrator has established in its report of 30 October 2017 the economic, social and environmental assessment (BES) of the company and drawn up a draft safeguard plan, and a complementary note on 15 November This report and this note have been registered with the court s clerk office and delivered to the supervising judge, to the debtor, to the creditors representative, to the works council, to the controller creditor, and to the public prosecutor, The debtor, the controllers, the employees representative, the authors of the recourse have been summoned by registered letter with request for acknowledgement of receipt on the date of 29 August 2017 in application of article L of the code of commerce. The Deputy Prosecutor, the judicial administrator, and the creditors representative have been advised of the date of the hearing in application of article L of the code of commerce. The controller has made observations both on the recourses of convertible bond holders as well as on the plan, The hearing was held in camera and in two parts: - the first part in order to hear the parties regarding the recourse filed by the creditors holding convertible bonds against the draft safeguard plan adopted by the Bondholders General Meeting, - the second part in order to hear the parties regarding the draft safeguard plan, The public prosecutor was notified of the date of the hearing and attended it, The report from the judicial administrator was examined during the hearing in camera on 20 November [signature] [signature]

82 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 23 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 23 MEANS During the discussions in camera, the following observations were presented: SELARL FHB represented by the person of Me Hélène Bourbouloux as judicial administrator presented and supported the draft plan prepared by the company and reminded the challenges of the sector and the company as well as of the context of the negotiations. The judicial administrator requested that the inalienability of assets whose duration is fixed at the sole discretion of the court be set at five years, The debtor: CGG, represented by its chief executive officer Mr. Jean-Georges Malcor and the chairman of its board of directors, Mr. Rémi Dorval, put forth that the debt was a sword of Damocles, the clients followed the proceeding and the draft plan with interest. They strongly hope that the plan is approved. The controller, Mr. Gatty for IGCAPITAL MANAGEMENT: puts forth that the company has always announced cash requirements that have proven to be false. The new money is only 100 million euros; there is uncertainty regarding the ability of the company to meet its engagements; he has a reservation about the trustworthiness of the plan excepting an unexpected turn in the price of oil barrel. He regrets that there has not been a large capital increase. The creditors representative, SELAFA MJA represented by the person of Madame Jouve, puts forth that a policy of industrial change has been carried out, of reduction of staff. The plan allows the continuation of the operations and the maintenance of employment; Madame Jouve shares the opinion of Madame Bourbouloux on the inalienability of significant assets for five years. She maintains that the plan meets the conditions of the law, expresses a favorable opinion. The workers council is in favor of the plan, which is the only alternative for maintaining employment and the company; those elected have nevertheless expressed concerns and will be attentive to the maintenance of activities in France. The ATTESTOR, BOUSSARD ET GAVAUDAN, and DNCA companies, in the presence of Bpifrance Participations, reiterate their commitments: - Have Bpifrance Participations participate in the discussions that will be held concerning the new composition of the board of directors of CGG SA; - To vote during the first ordinary general meeting of CGG SA that will be held after the date of consummation of the financial restructuring, in favor of the nomination as administrator of candidates that will have been agreed upon between the current board of directors of CGG SA and the institutions which are members of the current ad hoc committee of creditors; - To ensure that neither the institutions which are members of the current ad hoc committee of creditors, nor their affiliates or connected persons are not represented in the board of directors of CGG SA, unless the funds, entities, or accounts directly or indirectly managed or counselled by these institutions or their affiliates do not come to hold together ten percent (10%) or more of the share capital of CCG SA unless these funds justify of fiduciary duties; - To vote in favor of any draft resolutions and, if necessary and subject to holding a sufficient participation in application of article L of the French code of commerce, to register all draft resolutions in general meeting so that the board of directors of CGG SA retains a composition of more than 60% of independent [signature] [signature]

83 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 24 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 24 administrators and that this composition continues to reflect, in accordance with the current situation, the diversity of geographic origins of the administrators all while respecting the location of the headquarters of CGG SA; - To vote in favor of all draft resolutions and, if necessary and subject to holding a sufficient participation in application of article L of the French code of commerce, to register all draft resolutions in general meeting so that the articles of association of CGG SA foresee that any subsequent chief executive officer, if necessary, to the current chief executive officer has their primary residence in France. Mr. Jean Pierre Bégon-Lours, supervising judge, agrees with the approval of the plan. Mr. Stephen Almaseanu, deputy prosecutor, is in favor of the plan, and agrees with the recourse to a third-party financial institution for the mass processing of the payment to creditors in transferable securities or cash. After having heard the parties, the president closed the discussion and stated that the judgment, adjourned for deliberation, would be handed down to the court s clerk office on 1 December 2017 in accordance with the provisions of article 450 of the code of civil procedure. REGARDING THIS Given that the proposed restructuring remains above all financial, the credit institutions and assimilated entities committees having expressed unanimously, and the bondholders general meeting with a large majority, a vote in favor of the draft safeguard plan presented by CGG. Given that the regularity of these meetings has not been subject to a recourse; Given that the existence of an objective difference in situations justifying a difference in the treatment between two categories of bondholders is a matter of fact; That it results from the items provided to the Court and particularly from the report of the technician DEGROOF PETERCAM dated 25 October 2017 appointed by the Supervising Judge by order on 9 October 2017 that the different treatment between the creditors is reasonable and justifiable; That the different treatment of OCEANE holders and high yield noteholders is founded on objective facts and arguments, Given that the extraordinary general meeting of shareholders adopted, on second convening, on 13 November 2017, all the resolutions necessary for the implementation of the draft safeguard plan; Given that, in the context of the consultation of the committees and of the bondholders general meeting, the works council of CGG SA issued a favorable opinion regarding the draft safeguard plan; Given that this opinion was renewed during the consultation on the social and environmental economic assessment (bilan économique et social) established by the judicial administrator and on the draft safeguard plan; Given that consequently, after different consultations, the draft safeguard plan is satisfactory with regards to the interests of creditors, shareholders, and employees; [signature] [signature]

84 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 25 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 25 Given that one should take note of the commitments made by the main creditors and the CGG company; Given that the draft safeguard plan will give CGG the financial leeway to ensure the sustainability of its activity in all its components and its development in the context of the expected recovery of its market, this being in the interest of all the stakeholders; The court shall rule as follows: FOR THESE REASONS The court ruling by contradictory decision and in first instance, Having regard to the provisions of articles L , L , L , L , L , and L of the code of commerce, Having regard to the draft safeguard plan presented by CGG, Having regard to the decisions of the credit institutions and assimilated entities committee and of the bondholders general meeting on 28 July 2017, Having regard to the decision of the extraordinary general meeting of shareholders of 13 November 2017, Having regard to the recourse filed against the decision of the bondholders general meeting, the written arguments of the parties, and the discussions during the hearing of 20 November 2017, Having regard to the opinion of CGG and its works council, Having regard to the report and opinion of the judicial administrator, Having regard to the observations of the controller creditor, Having regard to the opinion of the creditors representative, Having regard to the oral report of the supervising judge and his opinion, The Public Prosecutor of the Republic having been advised of the proceeding and heard in his requisitions, On the recourse filed against the decision of the bondholders general meeting of 28 July 2017 The request for rejection of the plan filed by the KEREN FINANCE, DELTA ALTERNATIVE MANAGEMET, SCHELCHER PRINCE GESTION, LA FINANCIERE DE L EUROPE, ELLIPSIS ASSET MANAGEMENT, and HMG FINANCE companies is inadmissible. Dismisses the requests of the parties under article 700 of the code of civil procedure. On the draft safeguard plan - Approves the safeguard plan of CGG, according to the terms provided for in the draft plan and its appendices, appendices published on the website of CGG, - States that the creditors will be repaid according to the terms of the draft safeguard plan and of its appendices, according to the following terms: i. For the claims due under the tax integration, operational guarantees, financial lease, suppliers liabilities, intragroup liability (this includes the claims [signature] [signature]

85 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 26 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 26 in consideration of such guarantees), exclusive of debts under the guarantee provided for in financial documentation, Payment according to existing contractual terms and conditions or full payment in cash upon the approval of the safeguard plan subject to the admission of their claims. The operational guarantees granted by CGG will not be honored unless they are called pursuant to the applicable contractual terms and conditions. ii. For claims under the French RCF loan Acknowledges that the creditors under the French RCF loan have all opted for repayment pursuant to option 1. Option 1 Partial repayment on a pari passu and pro rata basis of all the claims in principal under the secured loans up to a maximum amount of 150 million USD out of the proceeds of the new money injected in excess of 250 million USD (net of backstop fees and commitment fees, as well as other costs, expenses, or commissions relating to the capital increase with maintenance of the preferential subscription right and the issuance of new second-lien notes). Exchange of the claims under the French RCF loan into new first-lien secured notes issued by Holding US: - These new first-lien secured notes will be subscribed by CGG SA for an amount equal to the claims under the French RCF loan, deduction made from the part of those claims which are subject to upfront pay down; the subscription price will be settled by means of set-off with a portion of the intragroup claim held by CGG SA against Holding US under various loans and intragroup advances; - CGG will give these new first-lien secured notes as a payment in kind to creditors holding claims under the French RCF loan; - Claims of creditors under the French RCF loan will be definitively extinguished. Anticipated redemption - Option to the benefit of CGG: o The new first-lien secured notes are fully redeemable (excluding any partial redemption), at par without cost (it being specified that any early repayment taking place more than three months after the restructuring effective date and until six months starting from that date will give right to payment of the Rollover Commission) for a duration of six months starting as from the restructuring effective date; [signature] [signature]

86 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 27 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 27 o o The new first-lien secured notes will only be redeemable during the period as from the first day after six months starting from the restructuring effective date until the thirty-sixth month after the restructuring effective date, and only with the payment by CGG SA of a customary make-whole fee, whose terms are described in the indenture of the new first-lien secured notes, Starting from the first day following the expiration of a period of thirty-six months starting from the restructuring effective date, the new first-lien secured notes will be fully or partially redeemable at par without any cost; - Mandatory repayment at par according to the terms described in the indenture of the new first-lien secured notes. Security interests and guarantees granted - The guarantees granted under the new first-lien secured notes will be identical to the guarantees under existing secured loans, for which release will be given; - The security interests granted under the new first-lien secured notes will be identical to the guarantees for existing secured loans, notably subject to (i) the release of security interests granted by CGG Marine Resources Norge AS, CGG Holding I UK, CGG Holding II UK, Secerl Inc, and Sercel GRC- Corp. (ii) the release of security interests on streamer equipment and other naval equipment granted by CGG Marine BV (iii) the pledge of shares of CGG Marine Resources Norge AS and of CGG Marine Resources Norge AS, CGG Holding I UK, CGG Holding II UK, Sercel Inc., and Sercel GRC-Corp. (iv) the conclusion of controlling agreements for bank accounts and securities accounts located in the United States (with the exclusion of accounts dedicated (a) to the payment of salaries and withholding taxes, (b) accounts held in escrow or in trust on behalf of a third-party, and (c) accounts whose balance is below a certain threshold), and (v) security interests on intellectual property rights of CGG, guarantor companies under Chapter 11, and Sercel Australia PTY LTD registered in the United States. Rollover Fee: in the case where the new first-lien secured notes have not been refinanced in full within the three months following the restructuring effective date, an additional fee will be paid to the creditors under new first-lien secured notes, up to a capitalized amount (PIK) of 3% of the amount in principal of the new first-lien secured notes issued on the restructuring effective date at the latest, after taking the upfront paydown into account. iii. For claims under Senior high yield notes All the claims under the senior notes (including interest accrued pursuant to the terms and conditions of the senior notes and which remain unpaid on the Reference Date), with the exception (i) of a sum of 86 million USD corresponding to the payment of interest accrued under the senior notes and (ii) as the case may be, of any amount used in order to subscribe to the capital increase with DPS in accordance with the backstop commitment by set-off made by holders of senior notes, will be converted into [signature] [signature]

87 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 28 of 38 Commercial Court of Paris Judgment of Friday 12/01/2017 PREVENTION AND SAFEGUARD 2 ND CHAMBER Register No: Page 28 new shares that will be issued through a capital increase reserved to the benefit of holders of senior notes. Options offered for the payment of interest accrued on senior notes With respect to the payment of interest accrued on senior notes, the following two options are offered to each senior note holder: Option 1 CGG will issue new second lien interest notes for a maximum total amount of 86 million USD, the aforementioned new notes being subscribed by way of set-off with a portion of the senior note claim on a pro rata basis. Option 2 The holders of senior notes will retain their claims under the payment of interest accrued on senior notes that will be repaid over ten years: - The repayment of claims under payment of interest accrued on senior notes will be termed out over ten years as from the ruling approving the safeguard plan, according to the following schedule: o 1% per year for years 1 and 2; o 5% per year for years 3 to 9, included; o 63% in the tenth year. - These debts will not accrue interest. The creditors will be called to choose between option 1 and option 2 subsequently, during the period of 10 business days prior to the Reference Date. The holders of senior notes that (i) have not made a choice between the two options, or (ii) have failed to make the necessary arrangements to benefit from option 1 will be deemed to have chosen option 2. iv. For debts from convertible bonds All the claims held by holders of convertible bonds, with the exception of a sum in euros equivalent to 5 million USD will be converted into new shares that will be issued through a reserved capital increase to the benefit of the holders of convertible bonds. Payment of interest accrued on convertible bonds The payment of interest accrued on convertible bonds will be made in cash and in euros on the Restructuring Effective Date to the benefit of holders of convertible bonds on the Reference Date. This payment of interest accrued on convertible bonds will be made on a pro rata basis of the claims of interests of holders of convertible bonds under the corresponding series of convertible bonds, on the basis of the accrued and unpaid interests under such series as at 31 October [signature] [signature]

88 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - COMMERCIAL COURT OF PARIS English Translation of Sanctioning Order Pg 29 RG of 38 NO.: JUDGMENT DATED FRIDAY, 12/01/2017 PREVENTION AND SAFEGUARD 2ND CHAMBER PAGE 29 v. For the guarantees granted by the company for the repayment of amounts under the US RCF loan and the TLB 2019 loan The guarantees and security interests granted by CGG SA for the benefit of the creditors under the US RCF loan and the TLB 2019 loan on the Restructuring Effective Date will be released, in consideration of which CGG SA will guarantee the new first lien secured notes, and the security agents for the said loans are expressly authorized to sign any document that is necessary for such releases to be given. Acknowledges the issuance of the financial instruments described in the safeguard plan and summarized below i. Treatment of historical shareholders CGG SA share capital reduction CGG SA will carry out a share capital reduction not justified by losses by way of a reduction of the nominal value of the shares from 0.80 to Allocation of free BSA 1 warrants The historical shareholders will be allocated free BSA 1 warrants by the company, the main terms and conditions of which are as follows: - Issue price: free of charge, - Number: each existing share on the Reference Date for the allocation of BSA 1 warrants will entitle the holder to one BSA 1 warrant, - Exercise ratio: 3 BSA 1 warrants will entitle the holder to subscribe for 4 new CGG SA shares, - Strike price: the equivalent in Euros of 3.5 US dollars per new share, - Payment: in cash only and not by set-off, - Listing: The BSA 1 warrants will be listed on the Euronext regulated market in Paris. Share capital increase with maintenance of priority subscription right This share capital increase will be implemented to the benefit of the historical shareholders by issuing new shares to which the BSA 2 warrants will be attached at the time of issuance. The characteristics of the share capital increase with PSR are as follows: - Amount (including the share premium): the amount in Euros equivalent to 125 million US dollars (before exercise of the BSA 2 warrants), - Issue price per new share with BSA 2 warrants (including the share premium): the amount in Euros equivalent to 1.75 US dollars, regardless of the trading price of the CGG SA shares, - Beneficiaries: historical shareholders in their capacity as holders of preferential subscription rights (and transferees of preferential subscription rights) who may, during a subscription period of one to two weeks [initials] [initials]

89 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - COMMERCIAL COURT OF PARIS English Translation of Sanctioning Order Pg 30 RG of 38 NO.: JUDGMENT DATED FRIDAY, 12/01/2017 PREVENTION AND SAFEGUARD 2ND CHAMBER PAGE 30 decided by CGG SA, subscribe on a pro rata basis and on an over-subscription basis to the share capital increase with PSR, - Backstop commitment in cash and Backstop commitment by set-off: o DNCA undertakes to subscribe in cash for the number of shares not subscribed on a pro rata basis and on an over-subscription basis within the framework of the share capital increase with PSR, up to a maximum amount in Euros equivalent to 80 million US dollars. The amount of the share capital increase with PSR that has not been subscribed in cash on these terms will be subscribed by the senior noteholders by set-off against their claims under senior notes on a pro rata basis; o the backstop commitment in cash fee will be equal to 10% of the amount of the share capital increase with PSR subscribed in cash (that is, the equivalent in Euros of 8 million US dollars, with respect to the backstop commitment in cash fee payable to DNCA). The backstop commitment in cash fee will be paid in cash to the significant shareholders who provide such cash backstop commitment, on a pro rata basis, based on the amounts backstopped, whether or not such cash backstop commitment is actually called. To all intents and purposes, it is specified that no backstop commitment in cash fee will be paid if any of the steps of the Restructuring are not completed. It is also specified that no backstop commitment by set-off fee will be paid to the senior noteholders who provide their guarantee by set-off against their claims under the senior notes - Payment of the subscription price: in cash only, with the exception of a subscription made by setoff against their claims under senior notes if the senior noteholders are obliged to provide their guarantee and that guarantee is enforced (the said share of the claims under the senior notes that become due on the date on which the new share issue is carried out in order to permit payment in full of the subscription price by set-off); - Main characteristics of the BSA 2 warrants: o Number: for each new share issued in respect of the share capital increase with PSR, one BSA 2 warrant will be allocated; o Exercise ratio: three BSA 2 warrants will entitle the holder to subscribe for two new shares; o Strike Price: the equivalent in Euros of 4.5 US dollars per new share; o Payment of exercise price: in cash only and not by set-off; o Exercise period: five years from the restructuring effective date; o Listing: the BSA 2 warrants will be listed on the Euronext regulated market in Paris. ii. Share capital increase with cancellation of preferential subscription right to the benefit of senior noteholders [initials] [initials]

90 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - COMMERCIAL COURT OF PARIS English Translation of Sanctioning Order Pg 31 RG of 38 NO.: JUDGMENT DATED FRIDAY, 12/01/2017 PREVENTION AND SAFEGUARD 2ND CHAMBER PAGE 31 The characteristics of this share capital increase with cancellation of PSR are as follows: - Instruments: new shares that will be assimilated to the existing shares as from their issuance date; - Amount of share capital increase (including share premium): amount of the claims under the senior notes, reduced by (i) where applicable, any amount used for subscribing to the share capital increase with PSR in accordance with the backstop commitment by set-off given by the senior noteholders, and (ii) the amount of the Payment of accrued interest on the senior notes; - Share issue price (including share premium): the amount in Euros equivalent to 3.5 US dollars, regardless of the trading price of the CGG SA shares; - Beneficiaries: Senior noteholders on the reference date; - Payment of the issue price: by set-off against the balance of the claim under the senior notes. It is specified that the share of the balance of the claim under the senior notes of each senior noteholder will automatically become certain, due and payable on the date on which the new shares resulting from the equitization of the balance of the claim under the senior notes are issued, up to an amount equal to the total amount of the subscription by the relevant senior noteholders, to allow the full subscription to be paid by way of set-off in the same amount as the senior bondholder holds against CGG SA; iii. Share capital increase with cancellation of preferential subscription right to the benefit of convertible bondholders The characteristics of this capital increase with cancellation of PSR are as follows: - Instruments: new shares that will be assimilated to the existing shares as from their issuance date; - Amount of share capital increase (including share premium): amount of the amount owed in respect of the convertible bond, reduced by the amount of the payment of accrued interest on the convertible bonds; - Share issue price (including share premium): the amount in Euros equivalent to 11.5 US dollars, regardless of the trading price of the CGG SA shares; - Beneficiaries: convertible bondholders on the reference date; - Payment of the issuance price: by set-off against the balance of the claim under the convertible bonds. It is specified that the share of the balance of the claim under the convertible bonds of each convertible bondholder will automatically become certain, due and payable on the date on which the new shares resulting from the equitization of the balance of the claim under the convertible bonds are issued, in an amount equal to the total amount of the subscription by the relevant convertible bondholder, to allow the full subscription by way of set-off in the same amount as the convertible bondholder holds against the company; iv. Issuance of new second-lien notes with BSA 3 warrants [initials] [initials]

91 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - COMMERCIAL COURT OF PARIS English Translation of Sanctioning Order Pg 32 RG of 38 NO.: JUDGMENT DATED FRIDAY, 12/01/2017 PREVENTION AND SAFEGUARD 2ND CHAMBER PAGE 32 By order dated June 23, 2017, the supervising judge authorized CGG SA to enter into the private placement agreement, the purpose of which is to set out the main terms and conditions (i) of the new second lien notes subscription commitments, and (ii) of the subscription commitment for the said issue made by the ad hoc senior noteholders committee. The subscription period was open from June 27 to July 7, All of the new second lien notes were the subject of a subscription commitment by the members of the ad hoc senior noteholders committee. The characteristics of the new second lien notes with BSA 3 warrants are as follows: - Instruments: notes with BSA 3 warrants, it being specified that the BSA 3 warrants will be issued and allocated at the same time to each subscriber of the said notes pro rata the principal amount of the new second lien notes subscribed by the subscriber; - Amount of the new second lien notes issue: 375 million US dollars - Maturity: six years with a bullet repayment at maturity, with no amortization, without prejudice to the cases of mandatory or voluntary early repayment provided for in the terms and conditions of the new second lien notes; - Main characteristics of the BSA 3 warrants issued and allocated to subscribers of the new second lien notes: - The BSA 3 warrants will be allocated to subscribers of the new second lien notes pro rata the amount subscribed; - The BSA 3 warrants will entitle the holder to subscribe to new shares of the company at a strike price of 0.01 Euros per new share (which will require a prior reduction of the nominal value of the shares), payable in cash, and will entitle the holder to 16% of the share capital of the company, - The BSA 3 warrants may be exercised during a six-month period following the restructuring effective date. v. Issuance of new second lien interest notes - Amount of the issuance: up to a maximum amount in principal of 86 million US dollars; - Beneficiaries: senior noteholders who agree to receive the new second lien interest notes, pro rata the amount of their interest claims under the corresponding series of senior notes - Payment of the issuance price: by set-off against the portion of the accrued and unpaid interest claim under the senior notes in the amount of 86 million US dollars held by the relevant noteholders. vi. Issuance of the Backstop BSA warrants The members of the ad hoc senior noteholders committee have agreed (i) to subscribe for the new second lien notes that are not subject to any subscription commitment and (ii) to subscribe for any new second lien notes for which an eligible senior noteholder fails to pay its subscription commitment in accordance with the Private Placement Agreement. Backstop fee, composed of two parts: [initials] [initials]

92 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - COMMERCIAL COURT OF PARIS English Translation of Sanctioning Order Pg 33 RG of 38 NO.: JUDGMENT DATED FRIDAY, 12/01/2017 PREVENTION AND SAFEGUARD 2ND CHAMBER PAGE 33 - (i) A backstop fee equal to 3% of the total amount of the new second lien notes issuance (375 million US dollars), payable on the date of the settlement/delivery of the new second lien notes, at the option of CGG SA, in cash or by set-off against the subscription price of the new second lien notes, to the members of the ad hoc senior noteholders committee or their transferees, and - (ii) Backstop BSA warrants allocated for free to the members of the ad hoc senior noteholders committee or their assignees permitting them to subscribe for 1.5% of the capital of the Company; - The Backstop BSA warrants may be exercised during a six-month period following the Restructuring Effective Date at a price of 0.01 Euros to be paid in cash; vii. Issuance of the coordination BSA warrants As a compensation for the overall coordination role they played during the restructuring, the members of the ad hoc senior noteholders committee will be allocated coordination BSA warrants free, the main terms and conditions of which are as follows: - Issue price: the coordination BSA warrants will be issued and allocated for free; - Beneficiaries: the members of the ad hoc senior noteholders committee on June 14, 2017; - Exercise ratio: all of the coordination BSA warrants will entitle the holder to subscribe for a total of 1% of the share capital of CGG SA; - Strike price: 0.01 Euros per new share; - Payment of the strike price: in cash only and not by set-off; - Exercise period: six months after the restructuring effective date, Acknowledges the fact that the proceeds of the share capital increase with maintenance of the preferential subscription right and of the issue of new second lien notes will be used (net of backstop fees and commitment fees and of other costs, fees or commissions) o first, and up to a maximum of 250 million US dollars, to finance the financial and operating needs of the group, o second, in order to repay the secured lenders as set out in section (a), the amount of that up front pay down being limited to a maximum total of 150 million US dollars, it being specified that CGG SA might lend a portion of that amount to Holding US, o the balance being retained by CGG SA to meet its financial needs (including payment of the fees and costs associated with the restructuring other than, in particular, the backstop and subscription fees and costs) and any delay in the redeployment of the group, Acknowledges the undertakings made by the high yield creditors ATTESTOR CAPITAL LP, BOUSSARD & GAVAUDAN, DNCA FINANCE, ORALIE PATRIMOINE and DNCA INVEST SICAV: - to have Bpifrance Participations participate in the discussions that will be held concerning the new composition of the board of directors of CGG SA; [initials] [initials]

93 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - COMMERCIAL COURT OF PARIS English Translation of Sanctioning Order Pg 34 RG of 38 NO.: JUDGMENT DATED FRIDAY, 12/01/2017 PREVENTION AND SAFEGUARD 2ND CHAMBER PAGE 34 - to vote, at the first ordinary general meeting of CGG SA held after the financial restructuring effective date, in favor of the appointment as directors of candidates who will have been agreed between the current board of directors of CGG SA and the institutions members of the current ad hoc committee of creditors; - to ensure that neither the institutions members of the current ad hoc committee of creditors nor their affiliates or related persons are represented on the board of directors of CGG SA unless those institutions or the funds, entities or accounts managed or advised, directly or indirectly, by those institutions or their affiliates together hold ten per cent (10%) or more of the share capital of CGG SA, except if the funds prove fiduciary duties; - to vote in favor of any draft resolution and, if necessary and subject to holding a sufficient interest under Article L of the Commercial Code, to register any draft resolution at the general meeting to have more than 60% of the board of directors of CGG SA composed of independent directors and for such composition to continue, in accordance with the current situation, to reflect the diversity of geographic origins of the directors while at the same time respecting the location of the registered office of CGG SA; - to vote in favor of any draft resolution and, if necessary and subject to holding a sufficient interest in accordance with Article L of the Commercial Code, to register any draft resolution at the general meeting to have the articles of association of CGG SA provide that any chief executive officer who, where applicable, succeeds the present chief executive officer shall have his or her principal residence in France. Acknowledges that these undertakings will take effect on the date on which all transactions provided for in respect of the restructuring that are defined in the safeguard plan will be completed (except for the first commitment, which will take effect as of the countersigning of the letter, that is, on October 16, 2017) and will remain valid until December 31, 2019, States that compliance with these undertakings must be subject to an annual report by the courtappointed trustee supervising the implementation of the plan, Rules that the significant assets held directly by CGG SA shall be inalienable until December 31, 2022, in accordance with Article L of the Commercial Code, but that such inalienability shall not infringe the guarantees already granted or interfere with the implementation of the guarantees provided in the plan, States that the associated formalities will be performed by the court-appointed trustee supervising the implementation of the plan in accordance with Articles L and R of the Commercial Code, Acknowledges the following undertakings made by CGG SA: - that in the event that such disposition becomes necessary because of changes in market conditions that hinder the completion of the business plan that does not provide for such a transfer of significant assets, it must seek the prior authorization from the court; - that in the event that the disposition of significant assets held both in France and abroad by its subsidiaries and sub-subsidiaries is considered and could result in a substantial change in the resources or [initials] [initials]

94 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - COMMERCIAL COURT OF PARIS English Translation of Sanctioning Order Pg 35 RG of 38 NO.: JUDGMENT DATED FRIDAY, 12/01/2017 PREVENTION AND SAFEGUARD 2ND CHAMBER PAGE 35 goals of the safeguard plan, it must seek the prior authorization from the court, in accordance with Article L of the Commercial Code; - that it refrains from any employment safeguard plan in France until December 31, 2019; - that it maintains, and takes the necessary steps to ensure that the subsidiaries incorporated under French law that it controls within the meaning of Article L of the Commercial Code maintain, the decision-making centers currently located in France, including the registered office of CGG SA, until December 31, 2022; - that it acknowledges favorably and takes no measure opposed to the undertakings in respect of governance to be made by all or part of the ad hoc high yield noteholders committee and by DNCA; - to have Bpifrance Participations participate in the discussions to be held, in particular with the members of the ad hoc high yield noteholders committee and DNCA, concerning the new composition of the board of directors of CGG SA. Sets the duration of the plan at 10 years, Appoints Jean-Georges Malcor as the person responsible for implementation of the plan, States that the same terms will be applied to the creditors that are members of the credit institutions and assimilated entities committee or the bondholders general meeting that did not participate in the vote or rejected the draft safeguard plan as the terms provided in the draft plan and accepted by the credit institutions and assimilated entities committee and by the bondholders general meeting, States that the provisions of the plan and its appendices, which are available on the CGG SA website, are enforceable against everyone, Terminates the mission of the SELARL FHB, in the person of Ms. Hélène Bourbouloux, in her capacity as judicial administrator, Appoints the SELARL FHB, in the person of Ms. Hélène Bourbouloux, and the SELAFA MJA, mission assigned to Ms. Lucile Jouve, in their capacity as court-appointed trustee in charge of supervising the implementation of the plan with the mission provided in Article L of the Commercial Code, States that in accordance with Articles L and L of the Commercial Code, the court-appointed trustee in charge of supervising the implementation of the plan will have, in addition to the mission of supervising the plan and payment of the creditors, the mission of performing all useful acts for the implementation of the plan and signing all documents for the purpose of implementing the safeguard plan, on behalf of a creditor who, for whatever reason, fails to perform all of the acts that are necessary for the implementation of the safeguard plan approved for the benefit of CGG SA, States that the court-appointed trustee in charge of supervising the implementation of the plan may hold, in a dedicated account, the new first lien secured notes and/or all sums in that respect on behalf of the failing creditors, for whatever reason, in respect of the French RCF loan, [initials] [initials]

95 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - COMMERCIAL COURT OF PARIS English Translation of Sanctioning Order Pg 36 RG of 38 NO.: JUDGMENT DATED FRIDAY, 12/01/2017 PREVENTION AND SAFEGUARD 2ND CHAMBER PAGE 36 States that in the event that it is impossible to remedy the default by the creditors in respect of the French RCF loan, the claims of those creditors in principal and interest under the French RCF loan will be termed out over ten years as from the date of this judgment, pursuant to the following schedule: o 1% for years 1 and 2; o 5% for years 3 to 9, included; o 63% in the tenth year. States that no default interest will accrue on the amounts that would be due during the implementation of the safeguard plan, States that for the purposes of paying installments under the safeguard plan, the company will provide the court-appointed trustee in charge of supervising the implementation of the plan and/or the security agents with an up-to-date list of French RCF lenders, which will be proof thereof, States that in the event that certain senior noteholders fail to comply, within the times allowed, with the operations that allow for equitization and settlement/delivery of the new shares issued in relation to the share capital increase with cancellation of PSR to the benefit of the senior noteholders, the new shares to be issued to the defaulting senior noteholders will be deposited on an account opened at the Caisse des dépôts et consignations in the name of the court-appointed trustee in charge of supervising the implementation of the plan. The defaulting senior noteholders will have the opportunity to recover the new shares to be issued to them by applying to the courtappointed trustee in charge of supervising the implementation of the plan, up to the expiration of 10 years from the restructuring effective date, provided that the necessary conditions are met, States that in the event that certain convertible bondholders fail to comply, within the times allowed, with the operations that allow for equitization and settlement/delivery, the new shares to be issued to the defaulting convertible bondholders will be deposited on an account opened at the Caisse des dépôts et consignations in the name of the court-appointed trustee in charge of supervising the implementation of the plan. The defaulting convertible bondholders will have the opportunity to recover the new shares to be issued to them by applying to the court-appointed trustee in charge of supervising the implementation of the plan, up to the expiration of 10 years from the restructuring effective date, on the condition that the necessary conditions are met, Authorizes the court-appointed trustee in charge of supervising the implementation of the plan to pay the creditors, under the safeguard plan, through the intermediary of an institution chosen by CGG SA that is specially organized for making mass payments in cash or securities, in accordance with Article L paragraph 5 of the Commercial Code, States that the payments made to the creditors under their claims that the creditors representative has proposed the admission and for which no dispute has been filed with the supervising judge will be made provisionally within 3 months of the date of the judgment, in accordance with Article L paragraph 2 of the Commercial Code, [initials] [initials]

96 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - COMMERCIAL COURT OF English PARIS Translation of Sanctioning Order Pg 37 RG of 38 NO.: JUDGMENT DATED FRIDAY, 12/01/2017 PREVENTION AND SAFEGUARD 2ND CHAMBER PAGE 37 Maintains Jean-Pierre Bégon-Lours in the office of supervising judge until approval of the end of mission report by the judicial administrator, the creditors representative and the court-appointed trustee in charge of supervising the implementation of the plan, Maintains the SELAFA MJA in the mission assigned to Ms. Lucile Jouve in her capacity as creditors representative until the completion of the verification procedure and the admission of claims, States that in the event that all or part of the conditions set out in the safeguard plan, as approved by this judgment, are not met, the court-appointed trustee in charge of supervising the implementation of the plan will apply to the court for a decision as to whether or not to terminate the plan, States that in the event of a substantial change in the objectives and means of the plan, the debtor must apply to the court to submit the proposed changes to it, and the court-appointed trustee in charge of supervising the implementation of the plan may apply for the same purpose, States that this decision is automatically provisionally enforceable in accordance with Article R of the Commercial Code. States that the costs of this judgment, liquidated in the amount of Euros, including taxes (including VAT: Euros) will be applied to the safeguard costs. Reserved at the hearing in camera on November 20, 2017, Louis Martin, Sylvie Fayner and Michel Teytu sitting. Deliberated by the same judges, States that this judgment is pronounced by making it available at the court s clerk office, the parties having been previously informed of this at the hearing, on the terms provided in the second paragraph of Article 450 of the Code of Civil Procedure. The minute of this judgment is signed by Louis Martin, presiding at deliberations, and by Laurent Cuny, Clerk. [signature] [signature]

97 mg Doc 19-3 Filed 12/06/17 Entered 12/06/17 13:32:10 Exhibit C - English Translation of Sanctioning Order Pg 38 of 38 CERTIFICATION I, Angelo Lo, hereby affirm that the following is to the best of my knowledge and belief, a true and accurate translation from French into English of the document English translation of French Sanctioning Order Authorized Signature: Signature, Notary Public: Name: Title: Angelo Lo Production Assistant Date: 12/06/17 Stamp: Notary Public TP-PM-401-W037-F001 Certification with Notary v.1 Page 1 of 1 Effective: 16-March TransPerfect Translations International, Inc. (TransPerfect).