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) December 21, 2009
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
C11 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
December 21, 2009, CET 21 spol. s r.o. (“CET 21”), a wholly owned subsidiary of
Central European Media Enterprises Ltd. (the “Company”), entered
into a Facility Agreement (“the “Facility Agreement”)
for up to CZK 3,000,000,000 (approximately US$ 163.2 million) with Erste Group Bank A.G.
as arranger, Česká Spořitelna, a.s. (“CSAS”) as facility
agent and security agent, and each of CSAS, UniCredit Bank Czech Republic, a.s.
and BNP Paribas as original lenders. The Company and certain of its
subsidiaries, namely CME Slovak Holdings B.V., CME Media Enterprises B.V., CME
Romania B.V. and Markiza-Slovakia, spol. s r.o. (“Markiza”), are
guarantors under the Facility Agreement (together, the “Original
Guarantors”).
As of the
date of the Facility Agreement, an aggregate amount of CZK 2,500,000,000
(approximately US$ 136.0 million) has been committed for drawing. In
addition, there is provision for a further CZK 500,000,000 (approximately US$
27.2 million) to be committed by an existing or additional lender for drawing
during the two-month availability period from the date of the Facility
Agreement.
The
maturity date of the facility is April 30, 2012, subject to a potential
extension of one year. Drawings under the facility shall be used to refinance
certain existing indebtedness of CET 21 to CSAS and to repay certain inter-group
indebtedness of CET 21.
Interest
under the facility is calculated at a rate per annum of 4.90% above PRIBOR
(Prague interbank offered rate). The repayment of the loan shall
commence 12 months from the date of the Facility Agreement, in four six-monthly
instalments each of 15% and one instalment of 40% on the maturity date (assuming
no extension). CET 21 may be required to prepay amounts drawn
in the event of specified changes of control of the Company or of CET
21.
The
Company has agreed, along with the other Original Guarantors, to guarantee the
obligations of CET 21 under the Facility Agreement. As security for
the facility, CET 21 has pledged substantially all of its assets, including its
100% ownership interest in CME Slovak Holdings B.V. (which in turn has an
ownership interest, directly or indirectly, in 100% of the registered capital of
Markiza) and its ownership interest in 100% of the registered capital of Jyxo,
s.r.o. and BLOG Internet, s.r.o. In addition, CME Romania B.V. has granted
security over the receivables under inter-group loans made to CET 21 and
Markiza, respectively.
The
Facility Agreement contains customary representations, warranties, covenants and
events of default. The covenants include limitations on CET 21’s
ability to carry out certain types of transactions, incur additional
indebtedness, make disposals and create liens.
Item
2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant
The
Company is an Original Guarantor under the Facility Agreement as described in
Item 1.01 above, which is incorporated herein by reference.
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:
December 23, 2009
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/s/ David Sturgeon
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David
Sturgeon
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Deputy
Chief Financial Officer
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