March 18, 2013
/PRNewswire/ -- Central European Distribution Corporation (NASDAQ: CEDC) announced today that CEDC has terminated its offer to exchange new common stock in CEDC for its outstanding 3.00% Senior Notes due 2013 (the "2013 Notes"), launched on
February 25, 2013
and amended on
March 8, 2013
(the "2013 Notes Exchange Offer"). CEDC will continue to solicit votes from the holders of the 2013 Notes on an amended pre-packaged chapter 11 plan of reorganization (the "Amended Plan") that is included in a supplement (the "Supplement") to the offering memorandum distributed by CEDC in respect of the exchange offers launched on
February 25, 2013
, as amended on
March 8, 2013
(the "Offering Memorandum").
The 2013 Notes Exchange Offer has been terminated in light of the agreement reached between Roust Trading Ltd. ("Roust Trading"), who holds approximately
principal amount of the 2013 Notes, and other beneficial owners holding an aggregate of approximately
in outstanding principal amount of the 2013 Notes (the "2013 Steering Committee"). After extensive discussion with representatives of Roust Trading and the 2013 Steering Committee and deliberation regarding CEDC's alternatives, the CEDC Board of Directors resolved unanimously today to terminate the 2013 Notes Exchange Offer and proceed with a vote on the Amended Plan in support of the 2013 Notes Proposal as described below.
Under the terms of the Roust Trading agreement with the 2013 Steering Committee, as described in Roust Trading's Form 13D/A filed with the United States Securities and Exchange Commission on
March 14, 2013
(the "RTL 2013 Notes Proposal"), Roust Trading will make an offer to exchange, subject to certain conditions, 2013 Notes not held by Roust Trading – approximately
principal amount of the 2013 Notes – for a pro rata share of an aggregate of
in cash and an aggregate principal amount of
secured notes to be issued by Roust Trading (the "RTL Exchange Offer"). Based on this proposal, holders of 2013 Notes participating in the RTL Exchange Offer would receive an estimated recovery of 35.4% of principal amount on the 2013 Notes.
Alternatively, under the Amended Plan, holders of 2013 Notes and Roust Trading's
aggregate principal amount of unsecured notes (together with the 2013 Notes, "Unsecured Notes") will receive a pro rata share of
in cash. Roust Trading and the 2013 Steering Committee have announced that they collectively hold approximately 73% of the outstanding principal amount of the 2013 Notes. Based on this proposal, if the Amended Plan is approved by the requisite amount of holders of Unsecured Notes, holders of 2013 Notes that do not participate in the RTL Exchange Offer would receive an estimated recovery of 6% of principal amount on the 2013 Notes.
The Supplement and Amended Plan also reflect the proposed restructuring of the 2016 Notes. The economic terms remain unchanged from those described in the Offering Memorandum. As announced earlier today, however, a new record date, consent deadline, and voting deadline have been set with respect to both the 2013 Notes and the 2016 Notes.