form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): September 15, 2009
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
BERMUDA
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0-24796
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98-0438382
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(State
or other jurisdiction of incorporation and organisation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, Church Street, Hamilton
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HM
11 Bermuda
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (441) 296-1431
Not
applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01
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Entry
into a Material Definitive
Agreement
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On
September 17, 2009, Central European Media Enterprises Ltd. (the “Company”) and its
wholly-owned subsidiaries Central European Media Enterprises N.V. (“CME NV”) and CME
Media Enterprises B.V. (“CME BV”) entered into
an indenture (the “Indenture”) with The
Bank of New York Mellon, acting through its London branch, as trustee, principal
paying agent and transfer agent (the “Trustee”), Law
Debenture Trust Corporation p.l.c. as security trustee (the “Security Trustee”)
and the Bank of New York Mellon (Luxembourg) S.A. as registrar, Luxembourg
transfer agent and Luxembourg paying agent. Pursuant to the Indenture, the
Company has issued and sold €200.0 million (approximately US$ 293.7 million) of
11.625% Senior Notes due 2016 (the “Notes”). The Company
has received net proceeds of approximately €191.0 million (approximately US$
280.5 million), after deducting expenses. These proceeds have been used to repay
the €127.5 million (approximately US$ 187.2 million) principal amount
outstanding under the Company’s loan agreements with the European Bank for
Construction and Development (“EBRD”) as described
further in Item 1.02 below, as well as the repurchase of €63.2 million
(approximately US$ 92.8 million) of the Company’s outstanding 8.25% Senior Notes
due 2012.
Item
1.02
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Termination
of a Material Definitive Agreement
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On
September 17, 2009, the Company repaid the principal amount of €127.5 million
(approximately US$ 187.2 million) outstanding and terminated its revolving loan
agreements arranged by EBRD dated July 21, 2006 and August 22, 2007
(collectively the “EBRD Loan”). CME NV
and CME BV, wholly owned subsidiaries of the Company, acted as guarantors for
the EBRD Loan. In connection with the termination of the EBRD Loan, EBRD
released the security for the facility including a pledge over the shares in CME
NV and CME BV and the assignment of certain contractual rights.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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Pursuant
to the issuance of the Notes as described in Item 1.01 above, interest on the
Notes is payable semi-annually on March 15 and September 15 of each year,
beginning on March 15, 2010. The Notes mature on September 15, 2016. As security
for the Notes, CME NV and CME BV are providing guarantees. In addition, the
Company has pledged the shares of CME NV, CME NV has pledged its shares in CME
BV, and the Company and CME BV have assigned certain contractual rights as
security for the obligations of the Company under the Notes.
Previously,
the Company has pledged the shares of CME NV, CME NV has pledged its shares in
CME BV, and the Company and CME BV have assigned certain contractual rights as
security for the obligations of the Company pursuant to (i) an indenture dated
May 5, 2005 with The Bank of New York (formerly JPMorgan Chase Bank N.A., London
Branch) (the “2005
Trustee”) and The Bank of New York (Luxembourg) S.A. (formerly JPMorgan
Chase Bank Luxembourg S.A.) (as previously reported in a Form 8-K filed on May
6, 2005), (ii) an indenture dated May 15, 2007 with BNY Corporate Trustee
Services (the “2007
Trustee”), the Bank of New York (the “2007 Security
Trustee”) and The Bank of New York (Luxembourg) S.A. (as previously
reported on a Form 8-K filed on May 17, 2007) and (iii) an indenture dated March
10, 2008 with The Bank of New York (the “2008 Trustee”) (as
previously reported on a Form 8-K filed on March 10, 2008). The Company, CME NV,
CME BV, the Trustee, the Security Trustee, the 2005 Trustee, the 2007 Trustee,
the 2007 Security Trustee and the 2008 Trustee also entered into an Amended and
Restated Intercreditor Agreement dated September 17, 2009 to regulate
enforcement rights and the sharing of the proceeds among the Trustee, the
Security Trustee, the 2005 Trustee, the 2007 Trustee, the 2007 Security Trustee
and the 2008 Trustee in respect of these share pledges and the assigned
contractual rights.
The
Company is subject to certain covenants under the Indenture, including covenants
that limit its ability to incur additional indebtedness, pay dividends or other
distributions, make certain types of investments, create liens, enter into
certain transactions with affiliates and restrict the ability of its
subsidiaries to pay dividends. The Notes are also subject to redemption under
certain circumstances, including certain types of changes in control, asset
dispositions and changes in tax laws relating to the Notes. The Company also has
rights to redeem the Notes, which may be subject to a premium over the issue
price.
Item
3.03
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Material
Modification to Rights of Security
Holders
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In
connection with the issuance of the Notes pursuant to the Indenture (as
described in Items 1.01 and 2.03 above), the Company has agreed to certain
restrictions on payments of dividends or other distributions to holders of any
class of its common shares.
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Mr. Parm
Sandu, Chief Executive Officer of Unitymedia Group, a German cable provider, was
appointed to the Board of Directors of the Company on September 15, 2009. In
connection with his appointment to the Board, Mr. Sandhu was awarded options to
acquire 5,000 shares of the Company’s Class A common stock on September 15, 2009
with an exercise price equal to the fair market value of the shares on the date
of grant. Such options have a one year vesting period and a term of five
years. Mr. Sandu has been appointed to serve on the Audit
Committee.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, we have duly caused
this report to be signed on our behalf by the undersigned thereunto duly
authorized.
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CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
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Date:
September 21, 2009
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/s/
David Sturgeon |
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David
Sturgeon
Deputy
Chief Financial Officer
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