CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (NASDAQ:CETV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
and CME Media Enterprises B.V. (CME BV), a wholly owned
subsidiary of CME, entered into an amendment (the 2017 Amendment
to Reimbursement Agreement) to the Amended and Restated
Reimbursement Agreement, dated as of November 14, 2014, and as
amended and restated as of February 19, 2016, with Time Warner
Inc. (Time Warner), as credit guarantor (as filed with the SEC on
February 22, 2016 as Exhibit 10.8 to CMEs Current Report on Form
8-K) (the Reimbursement Agreement).
to reduce, with effect as of March 1, 2017, the guarantee fees
payable by each of CME and CME BV to Time Warner under the
Reimbursement Agreement. Under the terms of the 2017 Amendment to
Reimbursement Agreement, each of CME and CME BV will pay a
guarantee fee to Time Warner with respect to each of (i) the
senior unsecured term credit facility among CME, as borrower, BNP
Paribas, as administrative agent, Time Warner as guarantor, and
the lenders party thereto originally dated November 14, 2014, as
amended (the 2014 Third Party Credit Agreement), (ii) the senior
unsecured term credit facility agreement among CME, as borrower,
BNP Paribas, as administrative agent, Time Warner as guarantor,
and the lenders party thereto originally dated September 30,
2015, as amended (the 2015 Third Party Credit Agreement) and
(iii) the senior unsecured term credit facility agreement among
CME BV, as borrower, BNP Paribas, as administrative agent, Time
Warner and CME as guarantors, and the lenders party thereto dated
February 19, 2016 (the 2016 Third Party Credit Agreement) in U.S.
dollars in an amount equal to (a) a rate per annum equal to (x)
the applicable all-in rate minus (y) the rate of interest paid by
CME under the 2014 Third Party Credit Agreement and the 2015
Third Party Credit Agreement, or by CME BV under the 2016 Third
Party Credit Agreement, as applicable, multiplied by (b) the
amount of loans outstanding from time to time under the 2014
Third Party Credit Agreement, the 2015 Third Party Credit
Agreement and the 2016 Third Party Credit Agreement, as
applicable. The all-in rate will be measured quarterly on the
basis of CMEs Consolidated Net Leverage (as defined in the
Reimbursement Agreement) and will be between 8.5% (in the event
that CMEs Consolidated Net Leverage is greater than or equal to
7.0 times) to 5.0% (in the event that CMEs Consolidated Net
Leverage is less than 5.0 times). A portion of the fee equal to
(A) 5.0% minus the rate of interest paid by CME under the 2014
Third Party Credit Agreement and the 2015 Third Party Credit
Agreement, and by CME BV under the 2016 Third Party Credit
Agreement, multiplied by (B) the amount of loans outstanding
under the 2014 Third Party Credit Agreement, the 2015 Third Party
Credit Agreement and 2016 Third Party Credit Agreement, as
applicable, shall be payable in cash by CME and CME BV, and the
remainder may be payable in cash or in kind (which amount in kind
shall compound on each semi-annual payment date). In addition,
the 2017 Amendment to Reimbursement Agreement provides that the
all-in rate with respect to each credit facility shall be
decreased by a further 50 basis points in the event CME is able
to achieve a Consolidated Total Debt Target (as defined in the
2017 Amendment to Reimbursement Agreement) of less than 815
million (subject to certain adjustments set forth in the 2017
Amendment to Reimbursement Agreement) by September 30, 2018.
Finally, the 2017 Amendment to Reimbursement Agreement provides
that following a Change of Control (as defined in the
Reimbursement Agreement) the all-in rate with respect to each of
the 2014 Third Party Credit Agreement, the 2015 Third Party
Credit Agreement and the 2016 Third Party Credit Agreement
increases to the lower of (1) the then applicable guarantee fee
payable to Time Warner plus 3.5% and (2) 10.0% on the date that
is 180 days following such Change of Control.
Agreement is incomplete and is qualified in its entirety by
reference to the 2017 Amendment to Reimbursement Agreement, a
copy of which is attached as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
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 |
Form 8-K with respect to the 2017 Amendment to Reimbursement
Agreement above is hereby incorporated by reference.
Item 7.01
|
Regulation FD Disclosure
|
to the press release, the text of which is set forth in Exhibit
99.1 hereto.
including Exhibit 99.1, shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, and shall not be deemed to be
incorporated by reference into any of CMEs filings under the
Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date hereof and regardless of any
general incorporation language in such filings, except to the
extent expressly set forth by specific reference in such a
filing.
Exhibit 10.1
|
Amendment dated March 2, 2017, to Amended and
Restated Reimbursement Agreement dated as of November 14, 2014 as amended and restated as of February 19, 2016 among Central European Media Enterprises Ltd., CME Media Enterprises B.V., and Time Warner Inc., as credit guarantor. |
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Exhibit 99.1
|
Press release of Central European Media Enterprises
Ltd. dated as of March 6, 2017. |
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. CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (NASDAQ:CETV) Recent Trading Information
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (NASDAQ:CETV) closed its last trading session 00.00 at 2.95 with 119,620 shares trading hands.