Central European Media Enterprises Ltd. (Nasdaq, PSE:CETV) today announced its agreement to repurchase, in privately negotiated transactions, approximately $52.3 million aggregate principal amount of its 3.50% senior convertible notes due 2013 (the "2013 notes"). In exchange for their 2013 notes, holders will receive approximately $52.3 million aggregate principal amount of 5.0% senior convertible notes due 2015 (the "2015 notes") and cash consideration of approximately $4.6 million, including a net interest payment in respect of accrued interest on the 2013 notes and the 2015 notes. The exchange is being conducted pursuant to Section 3(a)(9) of the U.S. Securities Act of 1933, as amended (the "Securities Act") and is expected to complete on June 30, 2011.
"5% is still way below of senior notes issued in previous years (>10%). CETV’s maturity profile should improve after the notes exchange which is good for the company. The cost of this part of debt will increase from 3.5% to 5% which should translate into 0.8 mil. USD additional financial costs (before taxation). Assuming P/E multiple of 15x implies 12 mil. USD after-tax deterioration of CETV’s value which is roughly 1% of CETV’s market cap. Note that the improved maturity of the debt could offset higher interests. Given the amount exchanged I would not expect strong reaction to the news," Patria Finance analyst Tomáš Tomčány said.
initially issued $206.3 million aggregate principal amount of 2015 notes on February 18, 2011, as reported on a Form 8-K filed on February 22, 2011. The 2015 notes pay interest semi-annually at 5.0% per annum and mature on November 15, 2015. Upon the occurrence of certain specified events, the 2015 notes are convertible at an initial conversion price of $50.00 per share of CME's Class A common stock. The 2015 notes are senior obligations of and will rank equally in right of payment with its existing and future senior debt. The 2015 notes are jointly and severally guaranteed on a senior basis by two of CME's wholly-owned subsidiaries and are secured by a security interest in the shares of the two subsidiary guarantors.