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 23, 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 23, 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
a purchase agreement with certain initial purchasers providing for the issuance
and sale (the “Note
Offering”) by the Company of €240.0 million (approximately US$ 352.5
million) 11.625%
Senior Notes due 2016 (the “Notes”) pursuant to the indenture
dated September 17, 2009 among the Company, CME NV and CME BV as subsidiary
guarantors, The Bank of New York Mellon, acting through its London branch, as
trustee, principal paying agent and transfer agent, Law Debenture Trust
Corporation p.l.c. as security trustee and the Bank of New York Mellon
(Luxembourg) S.A. as registrar, Luxembourg transfer agent and Luxembourg paying
agent (the “Indenture”). The
Notes were issued and sold by the Company on September 29, 2009 at a purchase
price equal to 102.75% of their face amount plus accrued interest from (and
including) September 17, 2009 to (but excluding) September 29,
2009. The Notes have the same terms and are of the same series as the
€200.0 million (approximately US$ 293.7 million) 11.625% Senior Notes due 2016
issued by the Company on September 17, 2009 pursuant to the Indenture, as
reported in a Form 8-K dated September 21, 2009. Pursuant to the Indenture,
the obligations of the Company are guaranteed by CME NV and CME BV and are
secured by pledges of the shares of CME NV and CME BV as well as the assignment
of certain contractual rights of the Company and CME BV. The proceeds of the
Note Offering will be applied towards the redemption of the €181.8 million
(approximately US$ 267.0 million) aggregate
principal amount outstanding of the Company’s 8.25% Senior Notes due 2012 at a
redemption price of 104.125% plus accrued interest, as described further in Item
1.02 below, and used for general corporate purposes. A copy of the press
release relating to the Note Offering is attached hereto as Exhibit
99.1.
Item
1.02
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Termination
of a Material Definitive Agreement
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In
connection with the issuance of the Notes as described in Item 1.01 above, the
Company issued a redemption notice on September 29, 2009 for redemption on
October 29, 2009 of the €181.8 million (approximately US$ 267.0 million) aggregate
principal amount outstanding of the Company’s 8.25% Senior Notes due 2012 (the
“2005 Notes”)
and deposited an amount equal to the redemption price of approximately €189.3
million (approximately US$ 278.0 million) plus accrued interest of approximately
€6.8 million (approximately US$ 10.0 million) with The Bank of New York Mellon
pursuant to the indenture dated May 5, 2005 (the “2005 Indenture”)
among the Company, CME NV, CME BV, The Bank of New York Mellon (formerly
JPMorgan Chase Bank, N.A., London Branch) as trustee, transfer agent, principal
paying agent and security trustee and the Bank of New York Mellon (Luxembourg)
S.A. (formerly JP Morgan Bank Luxembourg S.A.) as registrar, Luxembourg transfer
agent and Luxembourg paying agent. In connection with such redemption and
deposit, the 2005 Indenture has been discharged and has ceased to be of further
effect in respect of the 2005 Notes.
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. The Notes
have been issued pursuant to the Indenture and are guaranteed and secured in the
same manner as the €200.0 million (approximately US$ 293.7 million) 11.625%
Senior Notes due 2016 that were issued by the Company on September 17, 2009
under the Indenture, which is described in a Form 8-K dated September 21,
2009.
Item
3.03 Material
Modification to Rights of Security Holders
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 under the Indenture.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
Exhibits:
99.1 Press
release of Central European Media Enterprises Ltd., dated September 23,
2009.
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 29, 2009
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/s/
David Sturgeon
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David
Sturgeon
Deputy
Chief Financial Officer
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