TEL AVIV, Israel
November 8, 2012
Elbit Imaging Ltd.
(NASDAQ: EMITF) ("
" or the "
") today announced that Elbit Imaging Financing Services, Limited Partnership ("
"), a partnership fully owned and controlled by the Company, had entered into a
NIS 150 million
bond structured transaction with a leading global financial institution (the "
" and the "
" respectively), pursuant to which, Elbit Financing was granted a
NIS 75 million
credit line for the purchase of a portfolio of the Company's bonds having an aggregate market value of up to
NIS 150 million
"). Elbit Financing may (but is not obligated to) purchase the Bond Portfolio within a 10-week utilization period commencing at the effective date of the Transaction. In the framework of the Transaction, Elbit Financing shall sell to the Counterparty bonds that were acquired by it and which shall comprise the Bond Portfolio, in consideration for a payment by the Counterparty of the agreed upon financing amount that will not exceed 50% of the aggregate market value of the Bond Portfolio, and that shall be determined with the objective to ensure that each party shall receive an agreed upon IRR out of the Bond Portfolio's proceeds.
During the term of the Transaction, all the proceeds derived from the Bond Portfolio (principal and interest) shall be retained by the Counterparty. Immediately following the scheduled termination date (which is set to
April 30, 2014
), subject to no early termination event having occurred, the Counterparty shall deliver to Elbit Financing the remaining, unamortized portion of the Bond Portfolio.
Under the terms of the Transaction, an early termination can occur due to certain occurrences, such as,
a trigger event (which is linked to the decrease in the market value of the Bond Portfolio below a pre-defined threshold level, subject to the right of Elbit to rectify such situation by advancing the Counterparty with a respective cash deposit), standard credit events linked to a default by the Company on any of its bonds obligations or due to bankruptcy events (as defined under ISDA), or certain market disruption events (linked to the delisting of the Bonds or unavailability of a market price for the bonds for a certain pre-defined consecutive period). Upon the occurrence of an early termination event, the Counterparty may sell the Bond Portfolio and shall be entitled to receive the agreed upon IRR plus unwind costs, and thereafter the parties shall execute a cash settlement with respect to any remainder derived from the sale of the Bond Portfolio.
The bonds will be repurchased under the Company's current bond repurchase program that was announced on
May 23, 2011
. In addition, and in furtherance of the Transaction as well as any other bond repurchases, the board of directors of the Company approved the increase of the bond repurchase program to allow repurchase of up to an additional
NIS 125 million
) of Elbit's Series A through G and Series 1 Notes, which are traded on the Tel Aviv Stock Exchange. The repurchases will be made (if any) from time to time as shall further be determined by the Company regardless of the aforementioned Transaction. Such board approval does not constitute a commitment to purchase any bonds. The timing and amounts of any bond repurchases will be determined by the Company's management based on its evaluation of market conditions and other factors. The repurchase programs may be suspended or discontinued at any time. Repurchases of bonds will be carried out by the Company or any of its subsidiaries or affiliates. Bonds repurchased by the Company itself will be canceled and removed from trading and will not be permitted to be reissued.
About Elbit Imaging Ltd.