Central European Distribution Corporation Extends Consent Fee Deadline In
Exchange Offer And Consent Solicitation For Senior Secured Notes Due 2016
WARSAW, Poland, March 13, 2013
WARSAW, Poland, March 13, 2013 /PRNewswire/ --Central European Distribution
Corporation (NASDAQ: CEDC) announced today that CEDC'S subsidiary, CEDC
Finance Corporation International, Inc. ("CEDC FinCo"), has extended the
Consent Fee Deadline and the Early Voting Deadline in the Consent Solicitation
relating to CEDC FinCo's Senior Secured Notes due 2016 ("2016 Notes") from
5:00 p.m. EDT on March 14, 2013, to 5:00 p.m. EDT on March 22, 2013.
CEDC FinCo is conducting an exchange offer for its outstanding 2016 Notes as
described in the amended Offering Memorandum, date March 8, 2013 ("Offering
Memorandum"), filed as an exhibit to the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on March 8, 2013. CEDC and
CEDC Finco are also soliciting consents to a pre-packaged chapter 11 plan of
reorganization that is included with the offering materials related to the
exchange offer, and CEDC is conducting an exchange offer with respect to its
Senior Notes due 2013.
In connection with the exchange offer for the 2016 Notes, CEDC FinCo is
soliciting consents for certain waivers and amendments under the indenture
that governs the 2016 Notes as described in the Offering Memorandum. Under
the terms of the consent solicitation, holders of 2016 Notes who deliver a
consent by the Consent Fee Deadline upon the terms and conditions of the
solicitation (including the condition that the consents of holders of at least
90% of the principal amount of the outstanding 2016 Notes are obtained by the
Consent Fee Deadline) will receive a consent fee equal to 0.50% of the
principal amount of 2016 Notes in respect of which consents are delivered.
The Consent Fee Deadline and the Early Voting Deadline are each hereby
extended to 5:00 p.m. EDT on March 22, 2013. The expiration date of the
exchange offers and consent solicitation and the voting deadline (11:59 p.m.
EDT on March 22, 2013) has not been changed.
The exchange offers contemplate a financial restructuring that will reduce
CEDC's and CEDC FinCo's debt by up to approximately $635 million. The Company
believes that a successful restructuring will improve its financial strength
and flexibility and enable it to focus on maximizing the value of its strong
brands and market position.
The restructuring is expected to have no effect on CEDC's operations in
Poland, Russia, Hungary or Ukraine, all of which will continue doing business
as usual. Obligations to all employees, vendors, and providers of credit
support lines in Poland, Russia, Hungary and Ukraine will be honored in the
ordinary course of business without interruption. The Company believes that
its subsidiaries acting in Poland, Russia, Hungary and Ukraine have sufficient
cash and resources on hand to meet all such obligations.
* * *
CEDC has filed a Tender Offer Statement on Schedule TO, together with the
Offering Memorandum and related Letters of Transmittal that are exhibits to
the Tender Offer Statement on Schedule TO, with the Securities and Exchange
Commission. Each such document, as well as any amendments, supplements or
additional exhibits thereto, are available, free of charge, from the SEC's
website at www.sec.gov. Note holders are encouraged to read these documents,
as they contain important information regarding the terms and conditions of
the amended exchange offers and a pre-packaged chapter 11 plan of
reorganization as well as certain consequences of their implementation for
CEDC, the Note holders and the existing shareholders of CEDC.
Requests for the Offering Memorandum and other documents relating to the
amended exchange offers may be directed to Garden City Group, the information
and exchange agent for the amended exchange offers, at (800) 878-1684
(toll-free North America) or (614) 763-6110 (direct-dial toll international).
None of CEDC, CEDC Finance Corporation International, Inc., or the information
and exchange agent makes any recommendation as to whether holders should
tender their notes pursuant to the amended exchange offers. Each holder must
make its own decision as to whether to tender its notes and, if so, the
principal amount of the notes to be tendered.
This press release is for informational purposes only and is neither an offer
to buy nor a solicitation of an offer to sell the notes or any other
securities of CEDC.
The amended exchange offers are being made pursuant to an exemption from
registration under Section 3(a)(9) of the Securities Act of 1933. The exchange
offers are only being made pursuant to the Offering Memorandum and the related
Letters of Transmittal. The amended exchange offers are not being made to note
holders in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of such
SOURCE Central European Distribution Corporation
Contact: Thomas Mulligan, +1-212-573-6100
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