CME announces expiration and final results of its tender offer for its 3.50% senior convertible note
As of the Expiration Date, CME has been advised that $109,013,000.00 aggregate principal amount of the Notes was validly tendered and not validly withdrawn in accordance with the terms of the Offer. CME has accepted for purchase all of the Notes that were validly tendered and not validly withdrawn on or prior to the Expiration Date. CME expects to make payment for all such Notes on Thursday, May 31, 2012. In connection therewith, CME will draw approximately $109 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.
CME also received the requisite consents to approve the proposed amendments to the indenture governing the Notes, which will become effective on May 29, 2012. The proposed amendments eliminate specified covenants, make certain amendments to a specified covenant, eliminate specified events of default and modify other related provisions of the indenture, all as further described in the Offer to Purchase filed by CME on April 30, 2012 with its Tender Offer Statement on Schedule TO (as subsequently amended by CME on May 14, 2012, May 17, 2012 and May 29, 2012).
In connection with CME's acceptance for purchase of the Notes, the $49,506,000 in aggregate principal amount of Notes held by CME Media Enterprises B.V., a wholly-owned subsidiary of CME, together with the Notes accepted through the Offer, will be delivered to the trustee for cancellation within three business days following the closing of the Offer. $20,687,000 aggregate principal amount of the Notes remains outstanding and holders thereof are subject to the terms of the Indenture governing the Notes, dated as of March 10, 2008, as amended by the Supplemental Indenture, dated May 29, 2012.
Additionally, on May 25, 2012, CME announced that it had extended the expiration of the tender offers for its Senior Floating Rate Notes due 2014 (the "2014 Notes") and for its 11.625% Senior Notes due 2016 (the "2016 Notes" and, together with the 2014 Notes, the "Euro Notes") (collectively, the "Euro Offers"). The Euro Offers were previously set to expire at 4:00 p.m., London time, on Friday, May 25, 2012. As extended, the Euro Offers will now expire at 4:00 p.m., London time, on Monday, June 11, 2012, unless earlier terminated or extended. Further, in accordance with the terms of the Tender Offer Memorandum with respect to the Euro Offers, dated April 30, 2012 ("Tender Offer Memorandum"), CME has increased the 2014 Minimum Price to 91 per cent. per €1,000 in principal amount, the 2014 Maximum Price to 94 per cent. per €1,000 in principal amount, the 2016 Minimum Price to 103 per cent. per €1,000 in principal amount and the 2016 Maximum Price to 106 per cent. per €1,000 in principal amount. The Euro Offers are not being made to any person located in or resident of the United States, its territories and possessions, any state of the United States or the District of Columbia. None of the Offer, the offer for 2014 Notes or the offer for 2016 Notes is conditioned on the completion of the other offers.
J.P. Morgan acted as the Dealer Manager in connection with the Offer and Global Bondholder Services Corporation acted as the Depositary and Information Agent for the Offer. Questions regarding the terms of the Offer and related solicitation of consents may be directed to: J.P. Morgan Securities LLC, 383 Madison Avenue, 4th Floor, New York, New York 10179, Attention: Syndicate Desk, Telephone: +1 (800) 261-5767 (toll free) or Global Bondholder Services Corporation, 65 Broadway - Suite 404, New York, New York 10006, Telephone: +1 (866) 612-1500 or +1 (212) 430-3774.
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".
For additional information, please contact:
Vice President of Corporate Communications
Central European Media Enterprises
Krizeneckeho nam. 1078/5
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