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 28, 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
(Registrant’s 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 28, 2013, Central European Distribution Corporation (“CEDC”) issued a press release announcing the withdrawal of the restructuring proposal previously made by A1 Investment Company, the SPI Group and Mark Kaufman, a copy of which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 8.01. | Other Events |
On March 28, 2013 CEDC was informed by Roust Trading Ltd. (“RTL”) that RTL has commenced its offer to exchange, for each $1,000 principal amount of CEDC Senior Convertible Notes due 2013 (the “2013 Notes”), (a) $193.17 principal amount of new Senior Secured PIK Toggle Notes due 2016 to be issued by RTL and (b) $160.97 in cash. RTL’s exchange offer is being made pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933 to certain eligible holders of 2013 Notes who are either accredited investors or offshore investors as contemplated by RTL’s agreement with the steering committee of holders of 2013 Notes.
This filing 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 securities being offered by RTL will not be and have not been 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.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release issued by Central European Distribution Corporation on March 28, 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/ Grant Winterton | |
| Grant Winterton | ||
| Chief Executive Officer | ||
Date: March 29, 2013
Exhibit 99.1
Competing Consortium Withdraws Restructuring Proposal for CEDC; CEDC Reaffirms Support for RTL Restructuring Proposal
WARSAW, POLAND – March 28, 2013 – Central European Distribution Corporation (NASDAQ: CEDC) announced today that it received notice from A1 Investment Company, the SPI Group and Mark Kaufman (the “Consortium”) that they are withdrawing their restructuring proposal for CEDC.
The Consortium proposal had been announced as an alternative to a restructuring proposal agreed between CEDC and Roust Trading Ltd. (“RTL”), a significant CEDC debt and equity holder and strategic partner.
CEDC notes the withdrawal of the Consortium proposal and confirms that it has not received any further alternative proposals from third parties. CEDC reaffirms its support of the RTL proposal.
The RTL proposal contemplates the exchange offer, consent solicitation and solicitation of votes for a pre-packaged plan of reorganization (the “Restructuring Transactions”) currently being conducted by CEDC.
The Restructuring Transactions currently have the support of a committee of holders of CEDC’s outstanding Senior Convertible Notes due 2013 (the “2013 Notes”), who have announced that they, together with RTL, collectively hold approximately 73% of the outstanding principal amount of the 2013 Notes.
The Restructuring Transactions also have the full support of a committee of holders of Senior Secured Notes due 2016 issued by a CEDC finance subsidiary (the “2016 Notes”). The advisors to the 2016 Steering Committee have previously informed CEDC that, in the 2016 Steering Committee’s view, the Restructuring Transactions supported by the members of the 2016 Steering Committee are also supported by other beneficial holders of the 2016 Notes that, together with the members of the 2016 Steering Committee, hold in excess of 50% of the principal amount of outstanding 2016 Notes.
The terms of the Restructuring Transactions are described in the Amended and Restated Offering Memorandum, Consent Solicitation Statement and Disclosure Statement, dated March 8, 2013 (the “Offering Memorandum”), filed as an exhibit to a tender offer statement on Schedule TO-I/A on March 8, 2013, as amended and supplemented by Supplement No. 1 to the Offering Memorandum, dated March 18, 2013 (the “Supplement”), filed as an exhibit to the Form 8-K filed on March 19, 2013.
The consent deadline and voting deadline with respect to both the 2013 Notes and the 2016 Notes in the Restructuring Transactions is April 4, 2013. Each holder of 2016 Notes who delivers Consents (as defined in the Offering Memorandum) with respect to its 2016 Notes by 5:00 p.m. on April 3, 2013, and does not validly withdraw such Consents, will receive the Consent Fee (as defined in the Offering Memorandum), assuming all of the conditions to the payment of the Consent Fee are met.
CEDC continues to believe 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 CEDC’s 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. CEDC believes that its subsidiaries in Poland, Russia, Hungary and Ukraine have sufficient cash and resources on hand to meet all such obligations.
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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 Restructuring Transaction. 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.
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Media contact:
Sitrick And Company
Thomas Mulligan
thomas_mulligan@sitrick.com
+1 212 573 6100
Central European Distribution Corporation
Anna Zaluska
Corporate PR Manager
+48 22 456 6061