Central European Media Enterprises Announces Expiration and Final Results of
Its Tender Offers for Its Floating Rate Senior Notes Due 2014 and 11.625%
Senior Notes Due 2016
HAMILTON, Bermuda, 2012-06-12 13:08 CEST (GLOBE NEWSWIRE) -- Central European Media Enterprises Ltd. ("CME") (Nasdaq:CETV) (Prague Stock Exchange:CETV) hereby announces the pricing and final results of its tender offers (the "Offers") to purchase for cash its Senior Floating Rate Notes due 2014 (ISIN Code: XS0300714762; Common Code 030071476) (the "2014 Notes") and its 11.625% Senior Notes due 2016 (ISIN Code: XS0452168536; Common Code 04216853) (the "2016 Notes" and, together with the 2014 Notes, the "Notes") (collectively, the "Offers"). The Offers expired at 4:00 p.m., London time, on Monday, June 11, 2012.
The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated April 30, 2012 (as amended by the announcement dated May 25, 2012, the "Tender Offer Memorandum"). As indicated in the Tender Offer Memorandum, the 2014 Minimum Price was 91 per cent., the 2014 Maximum Price was 94 per cent., the 2016 Minimum Price was 103 per cent. and the 2016 Maximum Price was 106 per cent. (each per €1,000 in principal amount).
CME has accepted for purchase a principal amount of €60,500,000 of 2014 Notes at a Purchase Price (as defined in the Tender Offer Memorandum) of 93.75 per cent. per €1,000 in principal amount for 2014 Notes validly tendered and accepted for purchase (equal to a cash purchase price of €56,718,750, or approximately $71.1 million). All offers to sell 2014 Notes at a price below the Purchase Price have been accepted in full. The offers to sell 2014 Notes at a price equal to the Purchase Price have been accepted pro rata based on the principal amount of the 2014 Notes tendered. All offers to sell 2014 Notes at a price above the Purchase Price have not been accepted. None of the 2016 Notes that were tendered for repurchase were accepted by CME.
The Settlement Date (as defined in the Tender Offer Memorandum) is expected to be Thursday, June 14, 2012. In connection therewith, CME expects to draw approximately $71.1 million under that certain Term Loan Facilities Credit Agreement among CME, as borrower, and Time Warner Inc., as administrative agent and lender, dated April 30, 2012 (the "TW Credit Facility"). The 2014 Notes accepted through the Offer, will be delivered to the trustee for cancellation within three business days following the closing of the Offer. Following the completion of this repurchase, €87,500,000 aggregate principal amount of 2014 Notes will remain outstanding and €374,600,000 aggregate principal amount of 2016 Notes will remain outstanding.
As announced on May 29, 2012, pursuant to CME's tender offer (the "US Offer") to purchase for cash its outstanding 3.50% Senior Convertible Notes due 2013 (CUSIP No. 153443AD8) (the "2013 Notes"), CME purchased $109,013,000 in aggregate principal amount of the 2013 Notes on May 31, 2012 in accordance with the terms of the US Offer. CME drew approximately $109 million under the TW Credit Facility to purchase the 2013 Notes.
CME expects to close the previously announced sale of approximately 9.6 million of CME's Class A shares to Time Warner Media Holdings B.V. and 2 million Class A shares to RSL Capital LLC, an affiliate of Mr. Ronald S. Lauder, at a purchase price per share of $7.51 on Friday, June 15, 2012. All proceeds from the sale of these shares will be used to repay amounts drawn by the CME under the TW Credit Facility.
J.P. Morgan acted as the Dealer Manager in connection with the Offers and Lucid Issuer Services Limited acted as the Tender Agent for 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: daniele.molteni@jpmorgan.com / emea_lm@jpmorgan.com or 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: cme@lucid-is.com.
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 CME, 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 OFFERS 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 Markíza 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".
Forward-Looking Statements
This press release contains forward-looking statements. For these statements and all other forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy or are otherwise beyond our control and some of which might not even be anticipated. Future events and actual results, affecting our strategic plan as well as our financial position, results of operations and cash flows, could differ materially from those described in or contemplated by the forward-looking statements. Important factors that contribute to such risks include, but are not limited to the performance of obligations by third parties with whom we have agreements.
CONTACT: For additional information, please contact:
Romana Wyllie Vice President Corporate Communications Central European Media Enterprises +420242465525 romana.wyllie@cme.net
HAMILTON, Bermuda, 2012-06-12 13:08 CEST (GLOBE NEWSWIRE) -- Central European Media Enterprises Ltd. ("CME") (Nasdaq:CETV) (Prague Stock Exchange:CETV) hereby announces the pricing and final results of its tender offers (the "Offers") to purchase for cash its Senior Floating Rate Notes due 2014 (ISIN Code: XS0300714762; Common Code 030071476) (the "2014 Notes") and its 11.625% Senior Notes due 2016 (ISIN Code: XS0452168536; Common Code 04216853) (the "2016 Notes" and, together with the 2014 Notes, the "Notes") (collectively, the "Offers"). The Offers expired at 4:00 p.m., London time, on Monday, June 11, 2012.
The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated April 30, 2012 (as amended by the announcement dated May 25, 2012, the "Tender Offer Memorandum"). As indicated in the Tender Offer Memorandum, the 2014 Minimum Price was 91 per cent., the 2014 Maximum Price was 94 per cent., the 2016 Minimum Price was 103 per cent. and the 2016 Maximum Price was 106 per cent. (each per €1,000 in principal amount).
CME has accepted for purchase a principal amount of €60,500,000 of 2014 Notes at a Purchase Price (as defined in the Tender Offer Memorandum) of 93.75 per cent. per €1,000 in principal amount for 2014 Notes validly tendered and accepted for purchase (equal to a cash purchase price of €56,718,750, or approximately $71.1 million). All offers to sell 2014 Notes at a price below the Purchase Price have been accepted in full. The offers to sell 2014 Notes at a price equal to the Purchase Price have been accepted pro rata based on the principal amount of the 2014 Notes tendered. All offers to sell 2014 Notes at a price above the Purchase Price have not been accepted. None of the 2016 Notes that were tendered for repurchase were accepted by CME.
The Settlement Date (as defined in the Tender Offer Memorandum) is expected to be Thursday, June 14, 2012. In connection therewith, CME expects to draw approximately $71.1 million under that certain Term Loan Facilities Credit Agreement among CME, as borrower, and Time Warner Inc., as administrative agent and lender, dated April 30, 2012 (the "TW Credit Facility"). The 2014 Notes accepted through the Offer, will be delivered to the trustee for cancellation within three business days following the closing of the Offer. Following the completion of this repurchase, €87,500,000 aggregate principal amount of 2014 Notes will remain outstanding and €374,600,000 aggregate principal amount of 2016 Notes will remain outstanding.
As announced on May 29, 2012, pursuant to CME's tender offer (the "US Offer") to purchase for cash its outstanding 3.50% Senior Convertible Notes due 2013 (CUSIP No. 153443AD8) (the "2013 Notes"), CME purchased $109,013,000 in aggregate principal amount of the 2013 Notes on May 31, 2012 in accordance with the terms of the US Offer. CME drew approximately $109 million under the TW Credit Facility to purchase the 2013 Notes.
CME expects to close the previously announced sale of approximately 9.6 million of CME's Class A shares to Time Warner Media Holdings B.V. and 2 million Class A shares to RSL Capital LLC, an affiliate of Mr. Ronald S. Lauder, at a purchase price per share of $7.51 on Friday, June 15, 2012. All proceeds from the sale of these shares will be used to repay amounts drawn by the CME under the TW Credit Facility.
J.P. Morgan acted as the Dealer Manager in connection with the Offers and Lucid Issuer Services Limited acted as the Tender Agent for 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: daniele.molteni@jpmorgan.com / emea_lm@jpmorgan.com or 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: cme@lucid-is.com.
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 CME, 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 OFFERS 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 Markíza 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".
Forward-Looking Statements
This press release contains forward-looking statements. For these statements and all other forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy or are otherwise beyond our control and some of which might not even be anticipated. Future events and actual results, affecting our strategic plan as well as our financial position, results of operations and cash flows, could differ materially from those described in or contemplated by the forward-looking statements. Important factors that contribute to such risks include, but are not limited to the performance of obligations by third parties with whom we have agreements.
CONTACT: For additional information, please contact:
Romana Wyllie Vice President Corporate Communications Central European Media Enterprises +420242465525 romana.wyllie@cme.net
