UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 13, 2013
CENTRAL EUROPEAN
DISTRIBUTION CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 001-35293 | 54-1865271 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
3000 Atrium Way, Suite 265 Mount Laurel, New Jersey |
08054 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(856) 273-6980
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 | Regulation FD Disclosure. |
On March 13, 2013, Central European Distribution Corporation issued a press release, a copy of which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit |
Description | |
99.1 | Press Release dated March 13, 2013 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Central European Distribution Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTRAL EUROPEAN DISTRIBUTION CORPORATION | ||
By: | /s/ Ryan Lee | |
Ryan Lee | ||
Chief Financial Officer |
Date: March 13, 2013
Exhibit 99.1
CENTRAL EUROPEAN DISTRIBUTION CORPORATION EXTENDS CONSENT FEE DEADLINE IN EXCHANGE OFFER AND CONSENT SOLICITATION FOR SENIOR SECURED NOTES DUE 2016
WARSAW, POLAND March 13, 2013 Central European Distribution Corporation (NASDAQ: CEDC) announced today that CEDCS subsidiary, CEDC Finance Corporation International, Inc. (CEDC FinCo), has extended the Consent Fee Deadline and the Early Voting Deadline in the Consent Solicitation relating to CEDC FinCos Senior Secured Notes due 2016 (2016 Notes) from 5:00 p.m. EDT on March 14, 2013, to 5:00 p.m. EDT on March 22, 2013.
CEDC FinCo is conducting an exchange offer for its outstanding 2016 Notes as described in the amended Offering Memorandum, date March 8, 2013 (Offering Memorandum), filed as an exhibit to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 8, 2013. CEDC and CEDC Finco are also soliciting consents to a pre-packaged chapter 11 plan of reorganization that is included with the offering materials related to the exchange offer, and CEDC is conducting an exchange offer with respect to its Senior Notes due 2013.
In connection with the exchange offer for the 2016 Notes, CEDC FinCo is soliciting consents for certain waivers and amendments under the indenture that governs the 2016 Notes as described in the Offering Memorandum. Under the terms of the consent solicitation, holders of 2016 Notes who deliver a consent by the Consent Fee Deadline upon the terms and conditions of the solicitation (including the condition that the consents of holders of at least 90% of the principal amount of the outstanding 2016 Notes are obtained by the Consent Fee Deadline) will receive a consent fee equal to 0.50% of the principal amount of 2016 Notes in respect of which consents are delivered.
The Consent Fee Deadline and the Early Voting Deadline are each hereby extended to 5:00 p.m. EDT on March 22, 2013. The expiration date of the exchange offers and consent solicitation and the voting deadline (11:59 p.m. EDT on March 22, 2013) has not been changed.
The exchange offers contemplate a financial restructuring that will reduce CEDCs and CEDC FinCos debt by up to approximately $635 million. The Company believes that a successful restructuring will improve its financial strength and flexibility and enable it to focus on maximizing the value of its strong brands and market position.
The restructuring is expected to have no effect on CEDCs operations in Poland, Russia, Hungary or Ukraine, all of which will continue doing business as usual. Obligations to all employees, vendors, and providers of credit support lines in Poland, Russia, Hungary and Ukraine will be honored in the ordinary course of business without interruption. The Company believes that its subsidiaries acting in Poland, Russia, Hungary and Ukraine have sufficient cash and resources on hand to meet all such obligations.
* * *
CEDC has filed a Tender Offer Statement on Schedule TO, together with the Offering Memorandum and related Letters of Transmittal that are exhibits to the Tender Offer Statement on Schedule TO, with the Securities and Exchange Commission. Each such document, as well as any amendments, supplements or additional exhibits thereto, are available, free of charge, from the SECs website at www.sec.gov. Note holders are encouraged to read these documents, as they contain important information regarding the terms and conditions of the amended exchange offers and a pre-packaged chapter 11 plan of reorganization as well as certain consequences of their implementation for CEDC, the Note holders and the existing shareholders of CEDC.
Requests for the Offering Memorandum and other documents relating to the amended exchange offers may be directed to Garden City Group, the information and exchange agent for the amended exchange offers, at (800) 878-1684 (toll-free North America) or (614) 763-6110 (direct-dial toll international).
None of CEDC, CEDC Finance Corporation International, Inc., or the information and exchange agent makes any recommendation as to whether holders should tender their notes pursuant to the amended exchange offers. Each holder must make its own decision as to whether to tender its notes and, if so, the principal amount of the notes to be tendered.
This press release is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell the notes or any other securities of CEDC.
The amended exchange offers are being made pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933. The exchange offers are only being made pursuant to the Offering Memorandum and the related Letters of Transmittal. The amended exchange offers are not being made to note holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Media contact:
Thomas Mulligan
212-573-6100