DGAP-News: Central European Media Enterprises Announces Tender Offers for Its Floating Rate Senior Notes Due 2014 and 11.625% Senior Notes Due 2016
Central European Media Enterprises Ltd.
HAMILTON, Bermuda, 2012-04-30 23:36 CEST (GLOBE NEWSWIRE) —
Central European Media Enterprises Ltd. (–CME–) (Nasdaq:CETV) (Prague Stock
Exchange:CETV) announced today that it has commenced a tender offer (the –2014
Notes Offer–) for its Senior Floating Rate Notes due 2014 (ISIN Code:
XS0300714762; Common Code 030071476) (the –2014 Notes–); and a tender offer
(the –2016 Notes Offer– and, together with the 2014 Notes Offer, the –Offers–)
for its 11.625% Senior Notes due 2016 (ISIN Code: XS0452168536; Common Code
04216853) (the –2016 Notes– and, together with the 2014 Notes, the –Notes–).
The 2014 Notes Offer and the 2016 Notes Offer will be conducted through a
modified Dutch auction procedure to purchase up to the Euro equivalent of
$170.0 million aggregate principal amount outstanding of the 2014 Notes and the
2016 Notes, although the Company reserves the right, in its sole discretion, to
accept significantly less than or significantly more than such amount for
purchase pursuant to the Offers (the –Final Acceptance Amount–). Upon the terms
and subject to the conditions set forth in the Tender Offer Memorandum dated
April 30, 2012 (the –Tender Offer Memorandum–), holders of the 2014 Notes will
have the opportunity to tender some or all of their 2014 Notes at a price
within a range not less than 86% per cent. nor more than 92% per cent. per
[Eur]1,000 principal amount of the 2014 Notes outstanding and holders of the 2016
Notes will have the opportunity to tender some or all of their 2016 Notes at a
price within a range not less than 97% per cent. nor more than 100% per cent.
per [Eur]1,000 principal amount of the 2014 Notes outstanding. CME will purchase up
to the Final Acceptance Amount of the 2014 Notes and the 2016 Notes with the
specific allocation of funds, up to the Final Acceptance Amount, between the
2014 Notes and the 2016 Notes validly tendered to be determined by CME in its
sole discretion after the Expiration Deadline (as defined below). Notes
tendered at a price above the maximum prices described above will not be
accepted for purchase
The Offers are being made upon the terms and conditions set forth in the Tender
Offer Memorandum. The Offer will expire at 4:00 p.m. London time, on May 25,
2012, unless extended by the Company in its sole discretion (the –Expiration
Deadline–). The Offers are not being made to any person located or resident in
the United States, its territories and possessions, any state of the United
States or the District of Columbia.
In accordance with the modified Dutch auction procedure as fully described in
the Tender Offer Memorandum, the respective purchase prices for the 2014 Notes
and the 2016 Notes will not be less than the minimum prices at which the 2014
Notes and the 2016 Notes can be tendered or greater than the maximum prices at
which the 2014 Notes and the 2016 Notes can be tendered, as applicable. The
purchase prices for the 2014 Notes will be the lowest prices for 2014 Notes
that will allow CME to accept the total amount of the 2014 Notes that it
decides to purchase, if any. The purchase prices for the 2016 Notes will be the
lowest prices for the 2016 Notes that will allow CME to accept the totalamount
of the 2016 Notes that it decides to purchase, if any.
The complete terms and conditions of the Offers are described in the Tender
Offer Memorandum, copies of which may be obtained from Lucid Issuer Services
Limited, the Tender Agent for the 2014 Offer and the 2016 Offer, at Lucid
Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, United
Kingdom, Attention: David Shilson / Thomas Choquet, Telephone: +44 (0) 20 7704
0880, Email: email@example.com.
The Company has engaged J.P. Morgan to act as the Dealer Manager in connection
with the Offers. Questions regarding the terms of the Offers may be directed to
J.P. Morgan Securities Ltd., 125 London Wall, London EC2Y 5AJ, United Kingdom,
Telephone: +44 207 325 9633/+44 207 777 3548, Attention: HY Syndicate/Liability
Management, Email: firstname.lastname@example.org / email@example.com.
Concurrently with the announcement of the Offers, the Company announced a
tender offer (the –U.S. Offer–) for up to $129.7 million aggregate principal
amount of its outstanding 3.50% Senior Convertible Notes due 2013 for which the
Company has filed with the U.S Securities and Exchange Commission a Tender
Offer Statement on Schedule TO pursuant to Rule 13e-4 under the Securities
Exchange Act of 1934, as amended. The U.S. Offer is expected to have the same
expiration and settlement date as the Offers. None of the 2014 Notes Offer, the
2016 Notes Offer or the U.S. Offer is conditioned on the commencement or the
completion of the other offers. However, each of the Offers and the U.S. Offer
will be funded, in whole or in part, with proceeds of up to $300.0 million from
the Term Loan Facilities Credit Agreement dated April 30, 2012 among the
Company as Borrower, the lenders party thereto from time to time and Time
Warner Inc. as Administrative Agent (the –TW Credit Facility–). The Company–s
ability to obtain funds under the TW Credit Facility to pay for Notes is
subject to compliance with or satisfaction of the conditions contained in the
TW Credit Facility, which includes that the Company has accepted validly
tendered Notes for purchase according to the terms of the Offers and other
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT
IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE
–OFFER AND DISTRIBUTION RESTRICTIONS– IN THE TENDER OFFER MEMORANDUM). PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT AND/OR THE TENDER OFFER MEMORANDUM
COMES ARE REQUIRED BY EACH OF THE COMPANY, THE DEALER MANAGER AND THE TENDER
AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM CONSTITUTES AN
INVITATION TO PARTICIPATE IN THE OFFER IN ANY JURISDICTION (INCLUDING,
SPECIFICALLY THE UNITED STATES) IN WHICH, OR TO ANY PERSON TO OR FROM WHOM, IT
IS UNLAWFUL TO MAKE SUCH INVITATION. ANY PURPORTED TENDER OF NOTES IN THE OFFER
RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE
INVALID AND ANY PURPORTED TENDER OF NOTES MADE BY A PERSON LOCATED IN THE
UNITED STATES OR ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A
NON-DISCRETIONARY BASIS FOR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE
UNITED STATES WILL BE INVALID AND WILL NOT BE ACCEPTED.
CME is a media and entertainment company operating leading businesses in six
Central and Eastern European markets with an aggregate population of
approximately 50 million people. CME–s broadcast operations are located in
Bulgaria (bTV, bTV Cinema, bTV Comedy, bTV Action, bTV Lady and Ring.bg),
Croatia (Nova TV, Doma and Nova World), the Czech Republic (TV Nova, Nova
Cinema, Nova Sport and MTV Czech), Romania (PRO TV, PRO TV International,
Acasa, Acasa Gold, PRO Cinema, Sport.ro, MTV Romania and PRO TV Chisinau
Moldova), the Slovak Republic (TV Markiza and Doma) and Slovenia (POP TV, Kanal
A and the POP NON STOP subscription package). CME–s broadcast operations are
supported by its content and distribution division, Media Pro Entertainment, as
well as its New Media division, which operates Voyo, the pan-regional
video-on-demand service. CME is traded on the NASDAQ and the Prague Stock
Exchange under the ticker symbol –CETV–.
Vice President Corporate Communications
Central European Media Enterprises
News Source: NASDAQ OMX
30.04.2012 Dissemination of a Corporate News, transmitted by DGAP –
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Media archive at www.dgap-medientreff.de and www.dgap.de
Company: Central European Media Enterprises Ltd.
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