CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (NASDAQ:CETV) Files An 8-K Completion of Acquisition or Disposition of Assets

ME Staff 8-k

6 years ago

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (NASDAQ:CETV) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01Completion of Acquisition or Disposition of Assets

On July 31, 2018, CME Media Enterprises B.V. (“CME BV”), a wholly owned subsidiary of Central European Media Enterprises Ltd. (“CME” or the “Company”), completed the previously announced sale of its 50% interest in Nova TV d.d., which operates the Company’s businesses in Croatia, to Slovenia Broadband S.àr.l. (the “Purchaser”), a wholly owned subsidiary of United Group B.V., to the terms of the amended & restated framework agreement entered into between CME BV and the Purchaser on July 5, 2018 (the “Restated Framework Agreement”) (previously filed with the SEC on July 11, 2018 as Exhibit 10.1 to CME’s Current Report on Form 8-K).

At closing, CME BV received from the Purchaser cash consideration of €86.4 (approximately US$ 101.4 million at July 31, 2018 rates) (the “Purchase Price”), inclusive of a €1.4 million (approximately US$ 1.6 million at July 31, 2018 rates) estimated net working capital adjustment. The net working capital amount is preliminary and remains subject to final adjustment after closing.

On July 31, 2018, the Company applied the full Purchase Price together with additional cash on hand to (1)retire in full the remaining principal amount of €40.8 million (approximately US$ 47.9 million at July 31, 2018 rates), plus accrued interest thereon, under the senior unsecured term credit facility among the Company, as borrower, BNP Paribas, as administrative agent, Warner Media, LLC, as guarantor (“Warner Media”), and the lenders party thereto, originally dated November 14, 2014, as amended (the “2014 Third Party Credit Agreement”) and (2) voluntarily prepay €25.0 million (approximately US$ 29.3 million at July 31, 2018 rates) aggregate principal amount, plus accrued interest thereon, under the senior unsecured term credit facility among CME, as borrower, BNP Paribas, as administrative agent, Warner Media, as guarantor, and the lenders party thereto, originally dated September 30, 2015, as amended (the “2015 Third Party Credit Agreement”). Following these repayments, the Company’s nearest debt maturity is November 1, 2021.

In addition, on July 31, 2018, the Company paid an amount of US$ 41.2 million to Warner Media, to repay (1) all remaining guarantee fees payable to Warner Media as of the date of repayment of the remaining loans under the 2014 Third Party Credit Agreement and (2) all outstanding guarantee fees and the commitment fee, together with accrued interest thereon, previously paid in kind that are payable to Warner Media as of the date of repayment of the portion of the loans under the 2015 Third Party Credit Agreement set out above.

About CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (NASDAQ:CETV)
Central European Media Enterprises Ltd. (CME Ltd.) is a media and entertainment company operating in Central and Eastern Europe. The Company’s assets are held through a series of Dutch and Curacao holding companies. The Company manages its business on a geographical basis, with six segments: Bulgaria, Croatia, the Czech Republic, Romania, the Slovak Republic and Slovenia. It has broadcast operations in over six countries in Central and Eastern Europe, broadcasting a total of approximately 40 television channels. The Company enters into agreements with advertisers, advertising agencies and sponsors to place advertising on the television channels that the Company operates. The Company collects fees from cable and direct-to-home (DTH) operators for carriage of its channels. The programming that it provides consists of locally-produced news, current affairs, fiction, and reality and entertainment shows, as well as acquired foreign movies, series and sports programming.