Central European Media Enterprises Ltd. Announces Refinancing of 2016 Notes with Proceeds from a Rights Offering and Financing Provided by Time Warner February 28, 2014, Hamilton, Bermuda Central European Media Enterprises Ltd. ( CME ) (NASDAQ/Prague Stock Exchange: CETV) announced today that,to finance the redemption of its EUR 272,972,000 aggregate principal amount of 11.625% senior notes due 2016 (the 2016 Notes ) and to provide additional liquidity, CME has entered into agreements with Time Warner Inc. and one of its affiliates (together, Time Warner ) and filed a rights offering registration statement. The rights offering and related transactions to be undertaken pursuant to these agreements are subject to certain conditions described below.
In connection with the rights offering, CME shareholders holding Class A Common Stock and Preferred Stock (allocated on an as-converted basis) will receive non-transferrable rights to purchase in the aggregate 3,391,403 units at a subscription price of $100.00 per unit. Shareholders will receive one right per 62.5 shares of Class A Common Stock held as of a record date to be determined at a later date and subsequently announced. Only shareholders holding 62.5 or more shares of Class A Common Stock on the record date will satisfy the minimum subscription threshold and be eligible to participate in the rights offering. Each unit will consist of a 15.0% Senior Secured Note due 2017 in the original principal amount of $100.00 (the New Notes ) and 21.167376 unit warrants. Interest on the New Notes will be paid in arrears (a) on each interest payment date (June 1 and December 1 of each year) on or prior to November 15, 2015 by adding the amount of such interest to the principal balance of the New Notes and (b) on each interest payment date thereafter, at the option of CME, either (i) entirely in cash or (ii) by increasing the principal amount of the New Notes. Each unit warrant will entitle the warrant holder to purchase one share of CME's Class A Common Stock at an exercise price of $1.00 per share.
Time Warner has agreed to purchase all units in the rights offering not subscribed for by other shareholders. In addition, Time Warner will purchase 576,968 units from CME in a separate private placement transaction to close contemporaneously with the rights offering. In connection with the foregoing, CME will issue a warrant to Time Warner to purchase 30 million shares of Class A Common Stock at an exercise price of $1.00 per share.
The Company expects to raise gross proceedsfrom the rights offering and the purchase of units by Time Warner of approximately $396.8 million, which is equal to the amount of principal and early redemption premium payable to redeem the 2016 Notes (at February 21, 2014 exchange rates). In addition, CME will issue 84 million unit warrants in the rights offering and the Time Warner private placement.
If the rights offering has closed prior to May 29, 2014, Time Warner will, under a term loan facility entered into today, fund a loan to CME on the date of the closing of the rights offering in the amount of $30.0 million that matures on December 1, 2017. If the rights offering has not closed prior to May 29, 2014, Time Warner will under such term loan facility loan to CME the amount required to redeem the 2016 Notes plus an additional $30.0 million, all of which will initially mature on September 8, 2014. If the rights offering closes after May 29, 2014 but before September 8, 2014, CME will use the proceeds of the rights offering to repay a portion of the term loan used to redeem the 2016 Notes, and the maturity date of the remaining portion of the term loan will be extended to December 1, 2017. If the rights offering has not closed by September 8, 2014, then CME will issue to Time Warner warrants to purchase 84 million shares of Class A Common Stock, which equal the number of unit warrants that otherwise would have been issued in the rights offering and Time Warner private placement. Upon the issuance of such warrants, the maturity date of the term loan facility will be extended to December 1, 2017.
In addition, Time Warner will provide to CME a $115.0 million senior secured revolving credit facility available to CME at the earlier of the closing of the rights offering and the funding of the term loan.
The issuance of the New Notes and the incurrence of debt under the term loan and revolving credit facilities are subject to the consent of the holders of the 9.0% Senior Secured Notes due 2017 issued by the Company's wholly owned subsidiary, CET 21 spol. s r.o. Today CME also announced the commencement by CET 21 spol. s r.o. of a consent solicitation to permit, among other things, certain of the indebtedness expected to be incurred as a result of the transactions that we announced today.
The principal purpose of these financing transactions is to enhance CME's overall liquidity and cash flow by refinancing the remaining 2016 Notes, which are cash pay indebtedness, with non-cash pay indebtedness, including the New Notes, and to provide funds for general corporate purposes.
The rights offering and issuance of related warrants to Time Warner are subject to approval by CME's shareholders and satisfaction of certain customary closing conditions.
A registration statement (including a prospectus) with respect to rights, units to be issued upon exercise of rights, New Notes and warrants underlying the units, and shares of Class A Common Stock issuable upon exercise of warrants has been filed with the Securities and Exchange Commission (the SEC ), but has not yet become effective. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these
Most recent headlines
06/10/2025
France T l visions, France's leading broadcaster, has received the 2025 EBU ...
04/09/2025
Monumental Sports & Entertainment (MSE), in collaboration with Dalet, has been a...
07/08/2025
July 8 2025, 22:30 (PDT) Tata Motors & Dolby Bring Dolby Atmos to Harrier.ev, R...
17/07/2025
Early Thursday morning, the U.S. Senate voted to cut federal funding for PBS and NPR in a bill that also included cuts for foreign aid. In a 51-48 vote, the act...
17/07/2025
GREAT Britain and Northern Ireland Pavilions across IBC2025 (12 15 September, RAI Amsterdam) feature a remarkable 34 companies, each providing unique, innovativ...
17/07/2025
WHITE PLAINS, N.Y. The Society of Motion Picture and Television Engineers today introduced its Content Provenance and Authenticity (CPA) in Media Study Group (S...
17/07/2025
NEW YORK Despite widespread concerns about a soft advertising market, NBCUniversal said it closed its 2025-26 upfront negotiation cycle with a record ad sales v...
17/07/2025
NEW YORK Television advertising remains an effective means to market and influence younger baby boomer and Generation X consumers approaching retirement age, ac...
17/07/2025
ALLENTOWN, Pa. & JERSEY CITY, N.J. Service Electric Cable TV and OpenVault have announced that the operator is deploying the OpenVault Proactive Network Manage...
17/07/2025
WASHINGTON Following up on his first major policy speech just two ago, Federal Communications Commission Chair Brendan Carr is promising to buck the usual summ...
17/07/2025
Luxembourg, 14 July 2025 - SES received the final regulatory approvals for the SES-Intelsat transaction, including the US Federal Communications Commission.
O...
17/07/2025
Berklee Alumni Nominated for 2025 Emmy Awards Twenty-three Berklee alumni received nominations across categories in sound mixing, sound editing, and compositi...
16/07/2025
It's Emmy nominations day, and Sundance Institute storytellers are basking i...
16/07/2025
Spotify's podcast editorial team is always on the hunt for shows and episodes that spark conversation, push boundaries, and keep us coming back for more. As...
16/07/2025
eds3_5_jq(document).ready(function($) { $(#eds_sliderM519).chameleonSlider_2_1({...
16/07/2025
Join us at IBC this September and take control of your content. Discover how we're bringing a new level of purpose and precision to the application of AI in...
16/07/2025
Warsaw - Poland, June 24, 2025 - Nielsen, the global leader in audience measurement, data and analytics, has released its latest May All Screens Video Landscape...
16/07/2025
Bluey Tops Nielsen's Overall Streaming List with More Than 25 Billion Minutes Streamed from January through June 2025
Big June Vaults Squid Game into Top O...
16/07/2025
TV SIM, the SBT affiliate serving Esp rito Santo state in Brazil, has launched a transmitter upgrade initiative with the installation of a Rohde & Schwarz R&S T...
16/07/2025
Pebble, the leading automation, content management and integrated channel specialist, is turning its vision to the future of automation with its demonstrations ...
16/07/2025
Ikegami announces a new addition to its UNICAM-XE product range with the introduction of the UHK-X700RF wireless portable camera: The new version has the same f...
16/07/2025
Today, Amazon Web Services added TwelveLabs as a new model provider to Amazon Bedrock, delivering what could be the most significant breakthrough in enterprise ...
16/07/2025
NEW YORK Streaming platforms continued to dominate TV viewing patterns in June, with data from Nielsen's 50th monthly report of The Gauge showing that strea...
16/07/2025
MAHWAH, NJ Ikegami has introduced the the UHK-X700RF wireless portable camera, a new addition to its UNICAM-XE product range with the same feature set, operatio...
16/07/2025
LONDON IBC2025 organizers said global attendees will have access to a new feature that will integrate Amsterdam's GVB public transport pass into the officia...
16/07/2025
July 16th, 2025
Tribeca Films to Release the Acclaimed LARPing Doc WE CAN BE HEROES by Carina Mia Wong and Alex Simmons, Alongside a Slate of Festival-Favori...
16/07/2025
Deltatre Acquires Endeavor Streaming in Major Streaming Industry Move The transaction is expected to close in the third quarter of 2025 By Brandon Costa, Direc...
16/07/2025
SVG Regional Sports Production Summit 2025: All Sessions Now Available to Watch ...
16/07/2025
Wednesday 16 July 2025
Sky and ITV today announced an extension of their long-standing partnership, which will see ITV's content and services remain seamle...
16/07/2025
Sky Sports lifts the lid on Lions life with hilarious behind-the-scenes mockumentaryWednesday 16 July 2025
To view this content, please enable our use of cooki...
16/07/2025
CULVER CITY, CALIFORNIA Apple TV+ today earned a record-breaking 81 Emmy Award nominations across 14 hit Apple Original titles for this year's 77th Emmy Awa...
15/07/2025
Independent media outlets in Brazil and Colombia are invited to apply for a new programme aimed at strengthening the long-term resilience of journalism in the f...
15/07/2025
By Lucy Spicer
One of the most exciting things about the Sundance Film Festival...
15/07/2025
Spotify une fuerzas con DiDi, la app l der en servicios de movilidad, delivery y...
15/07/2025
The National Film and Video Foundation (NFVF), an agency of the Department of Sp...
15/07/2025
L3Harris put its CORVUS-RAVEN counter-small UAS capability into the hands of soldiers at VANAHEIM, showcasing its ability to provide passive signal detect, enha...
15/07/2025
Netflix Viewing Up 13.5% vs. May, Represents 42% of Monthly Gain for Streaming
...
15/07/2025
SAN FRANCISCO and BENGALARU, India Sangeeta Chakraborty has been named chief revenue officer at Amagi, a cloud-based software-as-a-service (SaaS) technology pro...
15/07/2025
As part of its mandate, the Advanced Television Systems Committee the U.S. organization tasked with developing advanced broadcast TV standards promotes ATSC 3.0...
15/07/2025
QuickLink, the leading global provider of multi-camera video productions and remote contributions, announces the launch of two innovative control panels Studi...
15/07/2025
Chris Kontopanos has joined leading high-quality microphone solutions manufacturer, DPA Microphones, as the company's new Regional Sales Manager for the Mid...
15/07/2025
Magnifi by VideoVerse, a global leader in AI-powered video automation, has launched a major platform upgrade built to simplify live and archival video editing f...
15/07/2025
Telestream, a global leader in media workflow technologies, will preview its latest innovations at IBC2025, Stand 7.B21. This year's showcase highlights how...
15/07/2025
IBC2025 is set to transform the onsite experience for its global attendees with the launch of a pioneering new feature: full integration of Amsterdam's GVB ...
15/07/2025
Music, sport and technology collided in spectacular fashion as ASB GlassFloor powered the debut of Beats N Buckets, Germany's first Basketball meets Hip-Ho...
15/07/2025
The Collectv, the Emmy award-winning broadcast solutions and workflows consultancy - and winner of Broadcast Tech's Team of the Year is delighted to announc...
15/07/2025
SipRadius, the expert in secure, low latency media transport, will showcase how broadcasters and media companies can take control of fragmented IP workflows at ...
15/07/2025
Appear, the global leader in live production technology, today announced its strategic partnership with beIN ASIA PACIFIC, a leading multi-platform sports media...
15/07/2025
Company marks 15 years of innovation at the show
Broadpeak, a leader in streaming and monetization at scale, will return to IBC (Hall 1, Stand F83. RAI, Amster...
Central European Media Enterprises Ltd. Announces Refinancing of 2016 Notes with Proceeds from a Rights Offering and Financing Provided by Time Warner February 28, 2014, Hamilton, Bermuda Central European Media Enterprises Ltd. ( CME ) (NASDAQ/Prague Stock Exchange: CETV) announced today that,to finance the redemption of its EUR 272,972,000 aggregate principal amount of 11.625% senior notes due 2016 (the 2016 Notes ) and to provide additional liquidity, CME has entered into agreements with Time Warner Inc. and one of its affiliates (together, Time Warner ) and filed a rights offering registration statement. The rights offering and related transactions to be undertaken pursuant to these agreements are subject to certain conditions described below.
