History of the Transaction
The financial restructuring detailed above is the culmination of a process that began in early 2012, when the Company began seeking both a partner with a strong background in Russian retail goods and a new source of capital to bolster the Company's business and repay the Existing 2013 Notes coming due in 2013.
The search led to a strategic alliance with RTL and Mr. Tariko, an alliance that simultaneously addressed the Company's operating and financial needs. Over the next year, Mr. Tariko and RTL made substantial financial commitments to the Company, becoming the largest investor in its stock and Existing 2013 Notes and joining the Board of Directors. Mr. Tariko also lent his operating expertise to the Company.
As the relationship with Mr. Tariko and RTL grew, two entities assumed responsibility for safeguarding the interest of all CEDC constituencies from a corporate governance standpoint and developing the long-term financial restructuring plan: These were the Special Committee of independent directors, headed by CEDC Vice Chairman N. Scott Fine, and the Restructuring Committee, consisting of Mr. Fine, Mr. Tariko and independent Director Markus Sieger. These committees were assisted by the firm of Skadden, Arps, Slate, Meagher and Flom LLP as legal advisor, the firm of Houlihan Lokey Capital Inc. as financial advisor, and the firm of Alvarez & Marsal LLC as chief restructuring officer.The Roust Trading Notes referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. SOURCE Central European Distribution Corporation