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Central European Distribution Corporation Announces Pricing of Senior Secured Notes Offering
BALA CYNWYD, Pa., Nov. 24 /PRNewswire-FirstCall/ -- Central European Distribution Corporation (Nasdaq:
CEDC) ("CEDC" or the "Company"), through its indirect wholly-owned subsidiary, CEDC Finance Corporation International, Inc. (the "Issuer"), today announced the pricing of its offering of $380,000,000 aggregate principal amount of senior secured notes due 2016 (the "U.S. Dollar Notes") and euro 380,000,000 aggregate principal amount of senior secured notes due 2016 (the "Euro Notes" and, collectively with the U.S. Dollar Notes, the "Senior Secured Notes").
The U.S. Dollar Notes will be sold to investors at a price of 99.366% of the principal amount thereof and will bear interest at a rate equal to 9.125% per annum. The Euro Notes will be sold to investors at a price of 99.361% of the principal amount thereof and will bear interest at a rate equal to 8.875% per annum. The closing of the offering is expected to occur on December 2, 2009.
The Senior Secured Notes will be guaranteed by the Company and substantially all of its material subsidiaries. The Senior Secured Notes will be secured by, among other things, (a) pledges over the shares of certain subsidiaries of CEDC, (b) pledges, assignments of rights or withdrawal rights agreements over certain bank accounts of CEDC and its subsidiaries, (c) mortgages over certain real property and fixtures of certain subsidiaries of CEDC and (d) security over certain intellectual property of certain subsidiaries of CEDC. The Senior Secured Notes will also be secured by certain intercompany loans.
The Senior Secured Notes have not been and will not be registered under the Securities Act or any applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities, and shall not constitute an offer, solicitation or sale of the Senior Secured Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Senior Secured Notes are being offered pursuant to a purchase agreement entered into by the Company, the Issuer and the initial purchasers on November 24, 2009. There will be no public offering of the securities in Poland within the meaning of the Polish Act on Public Offerings and Conditions Governing the Introduction of Financial Instruments to Organized Trading System and Public Companies of July 29, 2005.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of CEDC to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.
Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. CEDC undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the securities laws. Investors are referred to the full discussion of risks and uncertainties included in CEDC's reports with the SEC.
SOURCE Central European Distribution Corporation
