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) October 27,
2005
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
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BERMUDA
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0-24796
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98-0438382
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(State
or other jurisdiction of incorporation and organisation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, Church Street, Hamilton
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HM
CX Bermuda
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (441)
296-1431
Not
applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On
October 27, 2005, our Czech license company CET 21 spol. s.r.o. (“CET 21”)
entered into a revolving facility agreement for up to CZK 1.2 billion
(approximately US$ 48.9 million) in aggregate principal amount (the
“Facility”) with Ceska sporitelna, a.s. (“CS”), with borrowings permitted in
CZK, Euro or US$. The security package for the Facility includes a guarantee
by
each of Ceska Produkcni 2000, a.s. (“CP 2000”) and MAG MEDIA 99, a.s., with the
latter guarantee secured by a pledge of receivables of MAG MEDIA arising
from a
factoring agreement with Factoring Ceske sporitelny, a.s.
The
Facility matures on October 31, 2009. Interest on loans under the Facility
shall
be calculated at the rate of PRIBOR, EURIBOR or LIBOR (depending on the currency
borrowed) plus a margin of 1.95% per annum. The Facility contains customary
representations, warranties, covenants and events of default. There are three
financial covenants tests: maintenance of an interest cover ratio, an equity
ratio and a ratio of EBITDA to sales.
On
October 27, 2005, CET 21 and CP 2000 entered into an amended and restated
loan
agreement of an original facility dated March 24, 2003, for up to CZK 250
million (approximately US$ 10.2 million) in aggregate principal amount with
CS
(the “Amendment”). The substantive changes to the Amendment were an extension of
the maturity date from October 31, 2005 to October 31, 2006 and a reduction
in
the interest rate from PRIBOR plus a margin of 1.85% per annum to PRIBOR
plus
1.65%. The other amendments to the Amendment have brought it substantially
in
line with the terms governing the Facility.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Company
On
October 27, 2005, our Czech license company CET 21 spol. s.r.o. (“CET 21”)
entered into a revolving facility agreement for up to CZK 1.2 billion
(approximately US$ 48.9 million) in aggregate principal amount (the
“Facility”) with Ceska sporitelna, a.s. (“CS”), with borrowings permitted in
CZK, Euro or US$. The security package for the Facility includes a guarantee
by
each of Ceska Produkcni 2000, a.s. and MAG MEDIA 99, a.s., with the latter
guarantee secured by a pledge of receivables of MAG MEDIA arising from a
factoring agreement with Factoring Ceske sporitelny, a.s.
The
purpose of the Facility is to refinance an existing obligation of CET 21
towards
PPF Media B.V., arising under a mediation agreement dated December 19, 2003,
as
well as for general corporate purposes. CET 21 completed its first drawdown
under the Facility on October 31, 2005 for CZK 800 million.
The
Facility matures on October 31, 2009. Interest on loans under the Facility
shall
be calculated at the rate of PRIBOR, EURIBOR or LIBOR (depending on the currency
borrowed) plus a margin of 1.95% per annum. The Facility contains customary
representations, warranties, covenants and events of default. There are three
financial covenants tests: maintenance of an interest cover ratio, an equity
ratio and a ratio of EBITDA to sales.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, we have duly
caused
this report to be signed on our behalf by the undersigned thereunto duly
authorized.
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Date:
November 2, 2005
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/s/
Wallace Macmillan
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Wallace
Macmillan
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Vice
President - Finance
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(Principal
Financial Officer and Accounting
Officer)
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