The FINANCIAL -- Eastman KODAK Company announced the commencement of an offer to holders of its
outstanding 10.625% Senior Secured Notes due March 15, 2019 and 9.75% Senior Secured Notes due March 1,
2018 to subscribe for term loans on a pro rata basis in
an amount up to the principal amount of Notes held by each holder, up
to an aggregate amount for all holders together of $455,000,000, under a
new junior secured priming superpriority debtor-in-possession term loan
facility and exchange Notes for up to
an aggregate amount of $375,000,000 of junior term loans under the Junior DIP Facility. As KODAK said, holders participating in the offer will commit to becoming lenders under the Junior DIP Facility.
New Money Loans will be allocated to each subscribing holder ratably based on the amount of New Money Loans it subscribes for over the total amount of New Money Loans subscribed for by all holders. Holders may elect to subscribe for New Money Loans in excess of the principal amount of Notes held by them in the event the aggregate initial subscription for New Money Loans by holders is less than $455,000,000. Additionally, certain holders have previously committed to fund New Money Loans to the extent the amount of New Money Loans funded pursuant to the offer is less than $455,000,000. Holders subscribing for New Money Loans will be offered the opportunity to exchange Notes for Junior Loans under the Junior DIP Facility based on the ratable portion of New Money Loans such holders fund.
The offer will expire at 5:00 p.m., New York City time, on February 21, 2013, unless extended or earlier terminated by the Company in its sole discretion. The delivery of a validly executed letter of transmittal by a holder will constitute an irrevocable offer by such holder to fund New Money Loans and to exchange Notes for Junior Loans up to the amounts indicated therein. Such commitment to participate in the offer may not be withdrawn, unless otherwise determined by the Company, in its sole discretion.
The consummation of the offer is subject to the closing of the Junior DIP Facility, which is subject to several conditions, including an amendment of the Company’s existing DIP facility becoming effective and the satisfaction of the conditions precedent under the Junior DIP Facility. If these conditions are not satisfied or the Junior DIP Facility otherwise fails to close, the offer will terminate. KODAK currently expects that, subject to the satisfaction of the conditions precedent thereto, the Junior DIP Facility will close on February 28, 2013. Accordingly, it is expected that holders participating in the offer will be notified of their allocated amounts of New Money Loans and Junior Loans by February 25, 2013, and such holders will be required to fund their allocated amount of New Money Loans and tender Notes for exchange on February 26, 2013.
Holders are referred to the offer documents for the complete terms of the offer. The offer documents are being distributed to holders beginning today. Kurtzman Carson Consultants LLC is the information agent for the offer. Wilmington Trust, National Association is the depository agent for the offer.
None of KODAK , the information agent, the depository agent, the administrative agent for the Junior DIP Facility or the Trustee for the Notes or any of their respective subsidiaries makes any recommendation in connection with the offer. Each holder of Notes must make its own decision as to whether or not to participate in the offer, and, if so, the amount at which it wishes to participate.
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