form8k.htm
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) August 22,
2007
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
11 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):
¨
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
1.01. Entry into a Material Definitive Agreement
On
August
22, 2007, Central European Media Enterprises Ltd. (the “Company”) entered into a
revolving loan agreement for up to EUR 50 million in aggregate principal amount
(the “Loan Agreement”) with the European Bank for Reconstruction and Development
(“EBRD”). Central European Media Enterprises N.V. (“CME NV”) and CME Media
Enterprises B.V. (“CME BV”) are acting as guarantors. The Company entered into a
pledge agreement with EBRD on August 22, 2007 to pledge its shares in CME NV;
and CME NV entered into a pledge agreement with EBRD on August 22, 2007 to
pledge its shares in CME BV, as security for the facility. The Company and
CME
BV also entered into a contract assignment with EBRD on August 22, 2007,
pursuant to which they are assigning their rights under the framework agreement
signed with PPF (Cyprus) Ltd on December 13, 2004, as amended. The maturity
date
of the facility is May 10, 2011.
On
August
22, 2007, the Company also entered into a supplemental agreement relating to
the
loan agreement dated July 21, 2006 (previously reported in a Form 8-K filed
on
July 21, 2006). The material amendments incorporated in this supplemental
agreement are the interest rate, which shall be calculated for each interest
period (of up to three months) at EURIBOR plus 1.625%, and the amortization
of
the loan, which shall be by 15% every six months from May 2009 to November
2010
and then by 40% in May 2011.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On
August
22, 2007, Central European Media Enterprises Ltd. (the “Company”) entered into a
revolving loan agreement for up to EUR 50 million in aggregate principal amount
(the “Loan Agreement”) with the European Bank for Reconstruction and Development
(“EBRD”). Central European Media Enterprises N.V. (“CME NV”) and CME Media
Enterprises B.V. (“CME BV”) are acting as guarantors. The Company entered into a
pledge agreement with EBRD on August 22, 2007 to pledge its shares in CME NV;
and CME NV entered into a pledge agreement with EBRD on August 22, 2007 to
pledge its shares in CME BV, as security for the facility. The Company and
CME
BV also entered into a contract assignment with EBRD on August 22, 2007,
pursuant to which they are assigning their rights under the framework agreement
signed with PPF (Cyprus) Ltd on December 13, 2004, as amended. The Company,
CME
NV, CME BV and EBRD also signed an intercreditor agreement on August 22, 2007
with JPMorgan Chase Bank, N.A., London Branch (in its capacity as trustee and
security trustee (the “2005 Trustee”) under the Company’s indenture, signed on
May 5, 2005 (the “2005 Indenture”)) and with BNY Corporate Trustee Services
Limited and The Bank of New York (in their respective capacities as trustee
and
security trustee (the “2007 Trustees”) under the Company’s indenture, signed on
May 16, 2007) to regulate the sharing and enforcement between EBRD, the 2005
Trustee and the 2007 Trustees of the two share pledges and the contract
assignment.
Initial
drawings under the facility up to EUR 50 million will be used for certain
specified projects in Central and Eastern Europe. Interest shall be calculated
for each interest period (of up to three months) at EURIBOR plus 1.625%. The
facility under the Loan Agreement shall be available until the maturity date,
which is May 10, 2011, subject to amortization of the loan by 15% every six
months from May 2009 to November 2010 and then by 40% in May 2011.
The
Company may be required to prepay amounts drawn under certain circumstances,
including upon certain types of change of control when followed by a ratings
decline, upon the occurrence of certain asset dispositions or upon prepayment
of
new long-term indebtedness otherwise maturing after May 10, 2011.
The
Loan
Agreement contains customary representations, warranties and events of default.
The covenants are broadly in line with the Company’s senior notes issued
pursuant to the 2005 Indenture and include covenants that limit the Company’s
ability to incur additional indebtedness, pay dividends or other distributions,
make certain types of investments, create liens, enter into certain transactions
with affiliates and restrict the ability of the Company’s subsidiaries to pay
dividends.
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:
August 23, 2007
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/s/
Wallace Macmillan
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Wallace
Macmillan |
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Chief
Financial Officer
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