Title of Class
|
Amount
|
|
Senior Convertible Notes
|
Up to aggregate principal amount of $200,000,000
|
Name and address for agent of service:
|
With a copy to:
|
Daniel Penn, Esq.
|
Jeffrey A. Potash, Esq.
|
c/o CME Development Corporation
52 Charles Street
|
Frank R. Adams, Esq.
Dewey & LeBoeuf LLP
|
London WIJ 5EU
|
1301 Avenue of the Americas
|
England
|
New York, New York 10019
|
011-44-207-127-5800
|
(212) 259-8000
|
011-44-207-127-5801(Facsimile)
|
*
|
The actual aggregate principal amount of Senior Convertible Notes to be issued pursuant to the Indenture, which is defined below, may be less and depends upon the aggregate amount of securities that are exchanged, as described in Item 2.
|
1.
|
General Information.
|
|
(a)
|
Central European Media Enterprises Ltd. (the “Company”) is a company limited by shares.
|
|
(b)
|
The Company is incorporated under the laws of Bermuda.
|
|
(a)
|
Central European Media Enterprises N.V. is a limited liability company.
|
|
(b)
|
Central European Media Enterprises N.V. is incorporated under the laws of Curaçao.
|
|
(a)
|
CME Media Enterprises B.V. is a private limited liability company.
|
|
(b)
|
CME Media Enterprises B.V. is incorporated under the laws of The Netherlands.
|
2.
|
Securities Act Exemption Applicable.
|
3.
|
Affiliates.
|
Company Name
|
Voting Interest
of the Company
|
Jurisdiction of
Organization
|
Top Tone Media S.A.
|
100.0%
|
Luxembourg
|
Zopal S.A.
|
100.0%
|
Luxembourg
|
PRO BG MEDIA OOD
|
100.0%
|
Bulgaria
|
LG Consult EOOD
|
100.0%
|
Bulgaria
|
Ring TV EAD
|
100.0%
|
Bulgaria
|
TV Europe B.V.
|
94.0%
|
Netherlands
|
BTV Media Group EAD
|
94.0%
|
Bulgaria
|
Triada Communications EOOD
|
94.0%
|
Bulgaria
|
Radiocompany C.J. OOD
|
69.5%
|
Bulgaria
|
Balkan Media Group AD
|
21.6%
|
Bulgaria
|
Media Pro Sofia EOOD
|
100.0%
|
Bulgaria
|
Nova TV d.d.
|
100.0%
|
Croatia
|
Operativna Kompanija d.o.o.
|
100.0%
|
Croatia
|
Media Pro Audio Visual d.o.o.
|
100.0%
|
Croatia
|
Internet Dnevnik d.o.o.
|
100.0%
|
Croatia
|
CET 21 spol. s r.o.
|
100.0%
|
Czech Republic
|
Jyxo, s.r.o.
|
100.0%
|
Czech Republic
|
BLOG Internet, s.r.o.
|
100.0%
|
Czech Republic
|
CME Slovak Holdings B.V.
|
100.0%
|
Netherlands
|
Media Pro Pictures s.r.o.
|
100.0%
|
Czech Republic
|
Zmĕna, s.r.o.
|
51.0%
|
Czech Republic
|
Taková normální rodinka, s.r.o.
|
51.0%
|
Czech Republic
|
CME Services s.r.o.
|
100.0%
|
Czech Republic
|
Mediafax s.r.o.
|
100.0%
|
Czech Republic
|
Čertova nevěsta, s.r.o.
|
51.0%
|
Czech Republic
|
CME Investments B.V.
|
100.0%
|
Netherlands
|
Media Pro International S.A.
|
100.0%
|
Romania
|
Media Vision S.R.L .
|
100.0%
|
Romania
|
Pro TV S.A.
|
100.0%
|
Romania
|
Sport Radio TV Media SRL
|
100.0%
|
Romania
|
Campus Radio S.R.L.
|
20.0%
|
Romania
|
Music Television System S.R.L.
|
100.0%
|
Romania
|
Media Pro Pictures S.A.
|
100.0%
|
Romania
|
Media Pro Distribution S.R.L.
|
100.0%
|
Romania
|
Media Pro Music Entertainment S.R.L.
|
100.0%
|
Romania
|
Pro Video S.R.L.
|
100.0%
|
Romania
|
Hollywood Multiplex Operation S.R.L.
|
100.0%
|
Romania
|
Domino Production S.R.L.
|
51.0%
|
Romania
|
Studiourile Media Pro S.A.
|
92.2%
|
Romania
|
Promance International S.R.L.
|
100.0%
|
Romania
|
Pro Video Film and Distribution Kft.
|
100.0%
|
Hungary
|
A.R.J., a.s.
|
100.0%
|
Slovak Republic
|
MARKÍZA-SLOVAKIA spol. s r.o.
|
100.0%
|
Slovak Republic
|
GAMATEX spol. s r.o.
|
100.0%
|
Slovak Republic
|
A.D.A.M. a.s.
|
100.0%
|
Slovak Republic
|
Media Pro Slovakia, spol. s r.o.
|
100.0%
|
Slovak Republic
|
MEDIA INVEST, spol s r.o.
|
100.0%
|
Slovak Republic
|
EMAIL.SK s.r.o.
|
80.0%
|
Slovak Republic
|
PMT, s r.o.
|
31.5%
|
Slovak Republic
|
MMTV 1 d.o.o.
|
100.0%
|
Slovenia
|
Produkcija Plus d.o.o.
|
100.0%
|
Slovenia
|
POP TV d.o.o.
|
100.0%
|
Slovenia
|
Kanal A d.o.o.
|
100.0%
|
Slovenia
|
CME Media Pro Ljubljana, d.o.o.
|
100.0%
|
Slovenia
|
Euro 3 TV d.o.o.
|
42.0%
|
Slovenia
|
TELEVIDEO d.o.o. (trading as TV Pika)
|
100.0%
|
Slovenia
|
CME Austria GmbH
|
100.0%
|
Austria
|
Glavred-Media LLC
|
10.0%
|
Ukraine
|
Central European Media Enterprises II B.V.
|
100.0%
|
Curacao
|
CME Media Pro B.V.
|
100.0%
|
Netherlands
|
CME Programming B.V.
|
100.0%
|
Netherlands
|
CME Media Services Limited
|
100.0%
|
United Kingdom
|
CME Development Financing B.V.
|
100.0%
|
Netherlands
|
CME Development Corporation
|
100.0%
|
Delaware (USA)
|
CME SR d.o.o.
|
100.0%
|
Serbia
|
CME Bulgaria B.V.
|
94.0%
|
Netherlands
|
4.
|
Directors and Executive Officers.
|
Name
|
Position
|
|
Adrian Sarbu
|
President and Chief Executive Officer, Director
|
|
Anthony Chhoy
|
Executive Vice President, Head of Strategic Planning and Operations
|
|
Daniel Penn
|
Executive Vice President, General Counsel and Secretary
|
|
David Sach
|
Executive Vice President and Chief Financial Officer
|
|
David Sturgeon
|
Deputy Chief Financial Officer
|
|
Andrei Boncea
|
Senior Vice President, Head of Media Pro Entertainment
|
|
Mark Wyllie
|
Vice President, Corporate Finance
|
|
Romana Wyllie
|
Vice President, Corporate Communications
|
|
Oliver Meister
|
Vice President, Head of Corporate Affairs
|
|
Ben Stevens
|
Vice President, Head of Internal Audit
|
|
Bruce Dixon
|
Vice President, Head of Financial Planning and Analysis
|
|
Dan Fisher
|
Vice President, Head of Business Development
|
|
Katinka Marinescu
|
Vice President, Marketing and Management Services
|
|
Ronald S. Lauder
|
Director, Chairman of the Board
|
|
Herbert A. Granath
|
Director, Vice Chairman of the Board
|
|
Paul Cappuccio
|
Director
|
|
Michael Del Nin
|
Director
|
|
Charles R. Frank, Jr.
|
Director
|
|
Igor Kolomoisky
|
Director
|
|
Alfred W. Langer
|
Director
|
|
Fred Langhammer
|
Director
|
|
Bruce Maggin
|
Director
|
|
Parm Sandhu
|
Director
|
|
Caryn Seidman Becker
|
Director
|
|
Duco Sickinghe
|
Director
|
|
Eric Zinterhofer
|
Director
|
Name
|
Position
|
|
Curacao Corporation Company N.V.
|
Managing Director
|
|
Oliver Meister
|
Managing Director
|
Name
|
Position
|
|
Alphons van Spaendonck
|
Managing Director
|
|
Pan-Invest B.V.
|
Managing Director
|
|
David Sturgeon
|
Managing Director
|
5.
|
Principal owners of voting securities.
|
Name and Complete Address
|
Title of Class Owned
|
Amount
Owned
|
Percentage of
Voting
Securities Owned(1)
|
|||
Entities affiliated with Ronald S. Lauder(2)
Suite 4200, 767 Fifth Avenue,
New York, New York 10153
|
Class B common stock
|
2,990,936
|
22.54%
|
|||
Entities affiliated with Time Warner Inc.(3)
One Time Warner Center
New York, New York 10019
|
Class A common stock
Class B common stock
|
14,500,000
4,500,000
|
10.93%
33.91%
|
|
(1)
|
Based on 56,878,489 shares of Class A common stock and 7,490,936 shares of Class B common stock outstanding as of the date of this Application. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis. Percentages shown do not reflect the conversion of shares of Class B common stock.
|
|
(2)
|
Based on a Schedule 13D/A filed on January 5, 2010, shares owned of record by entities affiliated with Mr. Lauder consist of 2,885,705 shares of Class B common stock held directly by RSL Investments Corporation (“RIC”), of which Mr. Lauder is the sole shareholder; 105,231 shares of Class B common stock held directly by RAJ Family Partners, L.P., the managing general partner of which is RAJ Family Corporation, of which Mr. Lauder is Chairman and President; and excludes 90,000 shares of Class B common stock underlying currently exercisable options held directly by Mr. Lauder. Shares owned by entities affiliated with Mr. Lauder are also beneficially owned by entities affiliated with Time Warner Inc. Mr. Lauder and RIC each have joint beneficial ownership with Time Warner Inc., TW Media Holdings LLC (“TWMH”) and Time Warner Media Holdings B.V. (“TWBV”) of 14,500,000 shares of Class A common stock and 4,500,000 shares of Class B common stock held directly by TWBV, over which RSL Savannah, LLC (“RSL Savannah”), of which Mr. Lauder is the sole member, was granted proxy pursuant to an investor rights agreement among TWMH, RSL Savannah, Mr. Lauder, RSL Investments LLC, RIC and the Company dated May 18, 2009 (the “Investor Rights Agreement”) and the Irrevocable Voting Deed and Corporate Representative Appointment among TWMH, RSL Savannah, Mr. Lauder and the Company dated May 18, 2009 (the “Voting Agreement”), at the termination of which Mr. Lauder will no longer have sole voting control.
|
|
(3)
|
Based on a Schedule 13D/A filed on December 8, 2009, 14,500,000 shares of Class A common stock and 4,500,000 shares of Class B common stock were held of record by TWBV. TWBV is a wholly owned subsidiary of TWMH, which is a wholly owned subsidiary of Time Warner Inc. By virtue of the Voting Agreement and the Investor Rights Agreement described in Note (2) above, they may also be deemed to have shared voting and dispositive power over 2,990,936 shares of Class B common stock beneficially owned by Mr. Lauder and 90,000 shares of Class B Common stock underlying currently exercisable stock options beneficially owned by Mr. Lauder. Pursuant to the Voting Agreement, RSL Savannah has sole voting power over the shares of Class A common stock and Class B common stock owned by entities affiliated with Time Warner Inc.
|
Name and Complete Address
|
Title of Class Owned
|
Amount
Owned
|
Percentage of
Voting
Securities Owned
|
|||
Central European Media Enterprises Ltd.
Mintflower Place, 4th floor
8 Par-La-Ville Rd, Hamilton HM08, Bermuda
|
Shares
|
61
|
100%
|
Name and Complete Address
|
Title of Class Owned
|
Amount
Owned
|
Percentage of
Voting
Securities Owned
|
|||
Central European Media Enterprises N.V.
Schottegatweg Oost 44, Curaçao
|
Shares
|
199,999
|
99.99%
|
6.
|
Underwriters.
|
|
(b)
|
No person is acting as principal underwriter of the New Notes to be offered in the Exchanges.
|
7.
|
Capitalization.
|
|
(a)
|
Set forth below is certain information as to each authorized class of securities of the Applicants as of the date of this Application
|
Title of Class
|
Amount Authorized
|
Amount Outstanding
|
||
Class A common stock, par value $0.08 per share
|
100,000,000
|
56,878,489
|
||
Class B common stock, par value $0.08 per share
|
15,000,000
|
7,490,936
|
||
11.625% Senior Notes due 2016(2)
|
€440,000,000
|
€391,600,000
|
||
Senior Floating Rate Notes due 2014(2)
|
€150,000,000
|
€148,000,000
|
||
3.50% Senior Convertible Notes due 2013(2)
|
$475,000,000
|
$440,200,000 (1)
|
Title of Class
|
Amount Authorized
|
Amount Outstanding
|
||
Shares, par value $100 per share
|
300
|
61
|
Title of Class
|
Amount Authorized
|
Amount Outstanding
|
||
Shares, par value one Dutch Guilder per share
|
1,000,000
|
200,000
|
|
(1)
|
Amount outstanding prior to the completion of the proposed Exchanges.
|
|
(2)
|
The Company’s 11.625% Senior Notes due 2016, Floating Rate Senior Notes due 2014 and 3.50% Senior Convertible Notes due 2013 are each guaranteed by Central European Media Enterprises N.V. and CME Media Enterprises B.V.
|
8.
|
Analysis of Indenture Provisions.
|
|
(a)
|
Events of Default; Withholding of Notice.
|
|
(1)
|
a default in any payment of interest on any New Note when the same becomes due and payable and such default continues for 30 calendar days;
|
|
(2)
|
a default in the payment of the principal of any New Note when the same becomes due and payable at its Stated Maturity, upon declaration or otherwise or upon required repurchase in connection with a Fundamental Change;
|
|
(3)
|
a failure to deliver the Conversion Settlement Consideration as required pursuant to the Indenture in satisfaction of the Company’s Conversion Obligation upon the conversion of any New Notes and such failure continues for five Business Days following the scheduled settlement date for such conversion;
|
|
(4)
|
a failure to provide notice of the anticipated effective date or actual effective date of a Fundamental Change on a timely basis as required by certain provisions of the Indenture and such failure continues for five calendar days;
|
|
(5)
|
a failure to perform or observe any other term, covenant or agreement in the New Notes or the Indenture (other than those referred to in (1), (2), (3), or (4) above) and such failure continues for 60 calendar days after the Notice of Default specified below;
|
|
(6)
|
a failure by the Company or a Subsidiary Guarantor to comply with the provisions in the Indenture regarding when the Company or Subsidiary Guarantor may merge, amalgamate, or transfer assets;
|
|
(7)
|
a default under any charge, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Significant Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, which default:
|
|
a.
|
is caused by a failure to pay principal of, or interest on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
|
|
b.
|
results in the acceleration of such Indebtedness prior to its maturity;
|
|
(8)
|
(A) a court having jurisdiction in the premises enters a decree or order for (i) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable Bankruptcy Law now or hereafter in effect and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, examiner, administrator, sequestration or similar official for the Company or any of its Significant Subsidiaries or for all or substantially all of the property and assets of the Company and any of its Significant Subsidiaries on a consolidated basis and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days or (iii) the winding up or liquidation of the affairs of the Company or any of its Significant Subsidiaries and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (B) the Company or any of its Significant Subsidiaries (i) commences a voluntary case (including taking any action for the purpose of winding up) under any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such Bankruptcy Law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, examiner, administrator, sequestration or similar official of the Company, any of its Significant Subsidiaries or for all or substantially all of the property and assets of the Company or any of its Significant Subsidiaries or (iii) effects any general assignment for the benefit of creditors;
|
|
(9)
|
a failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of €25 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days;
|
|
(10)
|
except as permitted by the Indenture, a Subsidiary Guarantee is held in one or more judicial proceedings to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of the Company or a Subsidiary Guarantor, shall deny or disaffirm its obligations under the Indenture or the Subsidiary Guarantee;
|
|
(11)
|
any security interest in the Share Pledges under the Indenture shall, at any time, cease to be in full force and effect (other than in accordance with the Indenture) for any reason other than satisfaction in full of all obligations of the Company under the Indenture or the release of any such security interest in accordance with the Indenture or any such security interest created thereunder shall be declared invalid or unenforceable or the Company shall assent that any such security is invalid or unenforceable or any pledgor disaffirms its obligations under the provisions of the Indenture relating to the Share Pledges; or
|
|
(12)
|
a default under any other Indebtedness that is secured by the Collateral if such default results in the creditors under such Indebtedness commencing an enforcement action of their security rights over the Collateral.
|
|
(b)
|
Authentication and Delivery of New Notes; Use of Proceeds.
|
|
(c)
|
Release and Substitution of Any Property Subject to the Lien of the Indenture.
|
|
(d)
|
Satisfaction and Discharge of the Indenture.
|
|
(e)
|
Evidence Required to be Furnished by the Company to the Trustee as to Compliance with the Conditions and Covenants Provided for in the Indenture.
|
9.
|
Other Obligors.
|
|
(a)
|
Pages numbered 1 to 16, consecutively.
|
|
(b)
|
The statement of eligibility and qualification on Form T-1 of the Trustee under the Indenture to be qualified (included as Exhibit T3G hereto).
|
|
(c)
|
The following exhibits in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee:
|
Exhibit T3A.1
|
Memorandum of Association of the Company (incorporated by reference to Exhibit 3.01 to the Company’s Registration Statement No. 3380344 on Form S-1, filed June 17, 1994).
|
Exhibit T3A.2*
|
Articles of Association of Central European Media Enterprises N.V.
|
Exhibit T3A.3*
|
Articles of Association of CME Media Enterprises B.V.
|
Exhibit T3B
|
Bye-Laws of Central European Media Enterprises Ltd., as amended and restated on June 3, 2008 (incorporated by reference to Exhibit 3.02 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
Exhibit T3C*
|
Form of Indenture between the Company, Deutsche Bank Trust Company Americas, as Trustee and the other parties thereto.
|
Exhibit T3D*
|
Form of Term Sheet (included as Exhibit A to Exhibit T3E herewith).
|
Exhibit T3E*
|
Form of Exchange Agreement.
|
Exhibit T3F*
|
Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C herewith).
|
Exhibit T3G*
|
Statement of eligibility of the Trustee on Form T-1.
|
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
|
||||
Attest:
|
||||
By:
|
/s/ Anthony Chhoy
|
By:
|
/s/ Adrian Sarbu
|
|
Name:
|
Anthony Chhoy
|
Name:
|
Adrian Sarbu
|
|
Title:
|
Head of Strategic Planning and Operations
|
Title:
|
President and CEO
|
CENTRAL EUROPEAN MEDIA ENTERPRISES N.V.
|
||||
Attest:
|
||||
By:
|
/s/ Anthony Chhoy
|
By:
|
/s/ Oliver Meister
|
|
Name:
|
Anthony Chhoy
|
Name:
|
Oliver Meister
|
|
Title:
|
Head of Strategic Planning and Operations
|
Title:
|
Managing Director
|
CME MEDIA ENTERPRISES B.V.
|
||||
Attest:
|
||||
By:
|
/s/ Anthony Chhoy
|
By:
|
/s/ David Sturgeon
|
|
Name:
|
Anthony Chhoy
|
Name:
|
David Sturgeon
|
|
Title:
|
Head of Strategic Planning and Operations
|
Title:
|
Managing Director
|
Exhibit T3A.1
|
Memorandum of Association of the Company (incorporated by reference to Exhibit 3.01 to the Company’s Registration Statement No. 3380344 on Form S-1, filed June 17, 1994).
|
Articles of Association of Central European Media Enterprises N.V.
|
Articles of Association of CME Media Enterprises B.V.
|
Exhibit T3B
|
Bye-Laws of Central European Media Enterprises Ltd., as amended and restated on June 3, 2008 (incorporated by reference to Exhibit 3.02 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
Form of Indenture between the Company, Deutsche Bank Trust Company Americas, as Trustee and the other parties thereto.
|
Exhibit T3D*
|
Form of Term Sheet (included as Exhibit A to Exhibit T3E herewith).
|
Form of Exchange Agreement.
|
Exhibit T3F*
|
Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C herewith).
|
Statement of eligibility of the Trustee on Form T-1.
|