HAMILTON, Bermuda, Feb. 11, 2011 (GLOBE NEWSWIRE) -- Central European Media Enterprises Ltd. ("CME") (Nasdaq:CETV) (Prague Stock Exchange:CETV) today announced its agreement to repurchase, in privately negotiated transactions, approximately $206 million aggregate principal amount of its 3.50% senior convertible notes due 2013 (the "2013 notes"). In exchange for their 2013 notes, holders will receive approximately $206 million aggregate principal amount of 5.0% senior convertible notes due 2015 (the "new notes"). Accrued interest on the 2013 notes, cash consideration to holders and fees and expenses incurred by the Company in connection with this exchange will be approximately $30 million. The exchange is being conducted pursuant to Section 3(a)(9) of the U.S. Securities Act of 1933, as amended (the "Securities Act"). Consummation of these transactions is subject to the effectiveness of CME's application with the U.S. Securities and Exchange Commission for the qualification of the indenture governing the new notes.
The new notes will pay interest semi-annually at a rate of 5.0% per year, payable on May 15 and November 15 of each year, beginning May 15, 2011, and will mature on November 15, 2015. Prior to August 15, 2015, the new notes will be convertible upon specified events and, thereafter, at any time, based on an initial conversion rate of 20 shares of CME's Class A common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of $50.00 per share of CME's Class A common stock). Upon conversion, CME will have the right to deliver (i) shares of CME's Class A common stock, (ii) cash or (iii) a combination of cash and shares of CME's Class A common stock.
The notes will be senior obligations of CME and will rank equally in right of payment with its existing and future senior debt. The notes will be jointly and severally guaranteed on a senior basis by two of CME's wholly-owned subsidiaries. The notes will be secured by a security interest in the shares of the two subsidiary guarantors.