8-K

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): April 7, 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 1.03. Bankruptcy or Receivership.

On April 7, 2013, Central European Distribution Corporation (the “Company”) and its subsidiaries CEDC Finance Corporation International, Inc. and CEDC Finance Corporation, LLC (together with the Company, the “Debtors”) filed voluntary petitions for reorganization (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in order to effectuate the Debtors’ prepackaged chapter 11 plan of reorganization. The Chapter 11 Cases are being jointly administered under the caption “In re: Central European Distribution Corporation, et al.” Case No. 13-10738. The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information included in Item 1.03 above is incorporated herein by reference. The filing of the Chapter 11 Cases on April 7, 2013 constituted an event of default and triggered the automatic acceleration of debt outstanding under the terms of certain instruments and agreements relating to financial obligations of the Debtors (the “Accelerated Financial Obligations”).

Under Section 6.1(11)(a)(i) of the Indenture between, inter alia, CEDC Finance Corporation International, Inc. (“CEDC FinCo”), as Issuer, Deutsche Bank AG, London Branch, as Trustee, the Company and certain subsidiary guarantors (the “Subsidiary Guarantors”), as amended and supplemented by the First Supplemental Indenture dated December 29, 2009, and the Second Supplemental Indenture dated December 8, 2010 (the “2016 Notes Indenture”), the commencement of a voluntary case to be adjudicated bankrupt under the bankruptcy laws constitutes an Event of Default under the 2016 Notes Indenture. Under Section 6.2 of the 2016 Notes Indenture, if such an Event of Default occurs and is continuing, then the principal plus any accrued and unpaid interest on the 9.125% Senior Secured Notes due 2016 and 8.875% Senior Secured Notes due 2016 (together, the “2016 Notes”) shall be immediately due and payable. The Company currently has $380 million and €430 million (or approximately $559.4 million) of 2016 Notes outstanding. On April 4, 2013, the Company and CEDC FinCo completed their solicitation of consents to the Covenant Amendments, the Collateral and Guarantee Amendments and the Bankruptcy Waiver Amendments, each as defined the Amended and Restated Offering Memorandum, Consent Solicitation Statement and Disclosure Statement, dated March 8, 2013, 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, filed as an exhibit to the Form 8-K filed on March 19, 2013. Holders of the requisite principal amount of 2016 Notes approved the Covenant Amendments, the Collateral and Guarantee Amendments and the Bankruptcy Waiver Amendments. The Bankruptcy Waiver Amendments provided that a Chapter 11 filing by the Debtors would not result in automatic acceleration of the obligations of the Subsidiary Guarantors of the 2016 Notes.

The Debtors believe that the filing of the Chapter 11 Cases therefore has resulted in the automatic acceleration of payment of accrued interest and principal by the Company and CEDC FinCo. However, the Debtors believe that any efforts to enforce the payment obligations against the Debtors under the Accelerated Financial Obligations are stayed under the Bankruptcy Code as a result of the filing of the Chapter 11 Cases in the Bankruptcy Court. Further, as a result of the Bankruptcy Waiver Amendments, the filing of the Chapter 11 Cases has not resulted in the automatic acceleration of payment obligations by the Subsidiary Guarantors.

Item 8.01. Other Events.

On April 7, 2013, the Company issued a press release announcing the Debtors’ filing of the Chapter 11 Cases. A copy of that press release is attached hereto as Exhibit 99.1.

In addition, on April 7, 2013, the Company’s Board of Directors approved the terms of a Bilateral Facility Agreement, to be entered into between JSC “Russian Alcohol Group” or one or more other Company subsidiaries (a “Borrower”) and Steb Holdings Ltd. (the “Lender”), an affiliate of the Alfa Group, pursuant to a term sheet agreed between the Lender, Roust Trading Ltd. (“RTL”) and Closed Joint Stock Company “Russian Standard Corporation” (“RSC”) (the “Term Sheet”). The Lender’s commitment to make loans pursuant to a Bilateral Facility Agreement will terminate on the earliest to occur of (x) the date of drawdown, (y) the six-month anniversary of the date of the Term Sheet and (z) the termination of the Term Sheet by RTL pursuant to the terms thereof.

Under the Term Sheet, Company subsidiaries may enter into up to five Bilateral Facility Agreements with the Lender in a principal amount up to $100,000,000 for general corporate and business development purposes. The Bilateral Facility Agreements are subject to definitive documentation. Any amounts drawn by the Borrower under a Bilateral Facility Agreement shall be unsecured with an interest rate of 13.75% payable quarterly and shall be for a term of one year that may be extended upon the agreement of the Lender, RTL, RSC and the Company.

Each Borrower’s obligations with respect to the Bilateral Facility Agreements would be guaranteed by RTL and RSC. In addition, RTL, guaranteed by RSC, has agreed to pay the Lender an arrangement fee of $500,000, a commitment fee of $10,333,333 that is payable in three installments and, in certain circumstances specified in the Term Sheet, a break-up fee of $15,000,000, minus any arrangement fee paid.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of the Company, dated as of April 7, 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: April 8, 2013

EX-99.1

Exhibit 99.1

Central European Distribution Corporation Wins Overwhelming

Creditor Approval of Proposed Restructuring Plan

Plan to be Implemented Through Prepackaged Chapter 11

Plan of Reorganization; Company Also Obtains Commitment for

New $100 Million Unsecured Facility for Russian Operations;

Restructuring Should Have No Impact on Company Business Operations

in Poland, Russia, Ukraine or Hungary;

Company Will Honor Obligations in those Countries

in the Ordinary Course without Interruption

WARSAW, POLAND – April 7, 2013 – Central European Distribution Corporation (NASDAQ: CEDC) announced that CEDC and its U.S. subsidiaries, CEDC Finance Corporation International, Inc. and CEDC Finance Corporation LLC, have received overwhelming support from creditors for their proposed restructuring, which will be implemented through a Prepackaged Chapter 11 Plan of Reorganization. Accordingly, the Company today commenced voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to seek confirmation of the Plan.

Separately, CEDC approved the terms of a new $100 million unsecured credit facility, to be provided by an affiliate of Alfa Group, for the benefit of CEDC’s Russian operations. The facility was arranged for CEDC by its strategic partner, Roust Trading Ltd. (RTL), which will pay the origination and other fees involved. CEDC welcomes the opportunity to enhance its relationship with one if its key financial partners – Alfa Group.

The financial restructuring, which will eliminate approximately $665.2 million in debt from CEDC’s and CEDC FinCo’s balance sheets, does not involve the Company’s operating subsidiaries in Poland, Russia, Ukraine or Hungary and should have no impact on their business operations. Operations in these countries are independently funded and will continue to generate revenue during this process. All obligations to employees, vendors, credit support providers and government authorities will be honored in the ordinary course without interruption.

Voting on the Plan closed on April 4, 2013. According to the official vote tabulation prepared by CEDC’s voting and information agent, impaired creditors have voted overwhelmingly to accept the Plan. In particular, approximately 95% of all Existing 2013 Notes were voted. The Plan was accepted by 99.13% in number and 99.00% in amount of those Existing 2013 Notes that were voted on the Plan. Approximately 95% of all Existing 2016 Notes were voted, and of those, 97.26% in number and 97.34% in amount voted to accept the Plan.

The voluntary Chapter 11 proceedings commenced today with a filing in the U.S. Bankruptcy Court for the District of Delaware, in Wilmington, Delaware. At the initial hearing in the case, which is expected to be on Tuesday, April 9, 2013, the Company will present routine requests to the Court that will allow the Company a seamless transition into Chapter 11. The Company also will request that the Court schedule its final confirmation hearing for the Plan of Reorganization within 30 to 45 days.

If confirmed, the restructuring will result in Roust Trading, owned by CEDC Chairman and leading investor Roustam Tariko, owning 100% of the outstanding stock of reorganized CEDC. Holders of Existing 2016 Notes will receive total consideration of $822 million, consisting of $172 million in cash, $450 million in new secured notes and $200 million in new convertible notes, on account of their claims totaling approximately $982.2 million in U.S. dollars. This consideration will afford holders of Existing 2016 Notes an estimated recovery of approximately 83.7%.

Holders of Existing 2013 Notes other than Roust Trading who participate in a separate offer by Roust Trading will receive total consideration of $55 million, composed of $25 million in cash and $30 million in Roust Trading Notes, which collectively will afford such holders an estimated recovery of 34.9%. Holders of Existing 2013 Notes that do not participate in Roust Trading’s offer will receive their proportionate share of $16.9 million in cash under the Plan (shared with the RTL Notes). Holders of Existing 2013 Notes that participate in Roust Trading’s offer will not receive a distribution from CEDC or its U.S. subsidiaries under the Plan.

The new $100 million unsecured credit facility will be provided to CEDC subsidiary JSC Russian Alcohol Group (“RAG”). The facility will have a one year term that may be extended by agreement of the parties. RAG’s obligations under the new facility will be guaranteed by Roust Trading and its affiliate, Russian Standard Corporation. RAG’s obligations under the new facility will be subordinate to the Company’s obligations under the New Secured Notes and New Convertible Notes to be issued to holders of Existing 2016 Notes under the Plan.

CEDC and CEDC FinCo also announced the successful completion of the consent solicitation conducted with respect to the indenture governing the Existing 2016 Notes, as the requisite consents were obtained to approve the Covenant Amendments, the Collateral and Guarantee Amendments and the Bankruptcy Waiver Amendments, each as defined in the Amended and Restated Offering Memorandum, Consent Solicitation Statement and Disclosure Statement dated March 8, 2013. Approximately 95% of the Notes by principal amount voted to approve.

CEDC and CEDC FinCo also announced the termination of the CEDC FinCo Exchange Offer for the Existing 2016 Notes. The CEDC FinCo Exchange Offer failed to meet the minimum tender condition necessary for the consummation of the offer. All Existing 2016 Notes tendered in the CEDC FinCo Exchange Offer will be returned to tendering holders.

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.

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