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Eastman Kodak Company (OTCBB: EKDKQ) announced the expiration, at 5:00 p.m. on March 14, 2013, of the offer to holders of its outstanding 10.625% Senior Secured Notes due March 15, 2019 (CUSIP Nos. 277461BK4 and U27746AH6) and 9.75% Senior Secured Notes due March 1, 2018 (CUSIP Nos. 277461BH1 and U27746AG8) (together, the “Notes”) to (i) subscribe for up to an aggregate amount of $455,000,000 of term loans (the “New Money Loans”) under a new junior secured priming superpriority debtor-in-possession term loan facility (the “Junior DIP Facility”); and (ii) exchange Notes for up to an aggregate amount of $375,000,000 of junior term loans (the “Junior Loans”) under the Junior DIP Facility. The offer was oversubscribed.
Kurtzman Carson Consultants LLC, the information agent for the offer (the “Information Agent”), will notify holders whose commitments to participate were accepted (“Participating Holders”) of their allocated amounts of New Money Loans and Junior Loans, and provide them with funding and tender instructions on or before Tuesday, March 19, 2013. Participating Holders will be required to fund their allocated amounts of New Money Loans, tender Notes for exchange into Junior Loans and provide signature pages to the Junior DIP Facility credit agreement by 5:00 p.m. on Thursday, March 21, 2013. Kodak expects that both the closing of the Junior DIP Facility and the amendment and restatement of Kodak’s existing DIP Facility will occur on Friday, March 22, 2013.
Subject to the closing of both facilities, on March 22, 2013, Kodak will make a “catch up” adequate protection payment in the aggregate amount of approximately $116 million to the record holders of Notes on March 21, 2013. Thereafter, the Company will make monthly adequate protection payments in arrears to holders of outstanding Notes in an amount equal to current non-default interest on such Notes. The record date for holders entitled to receive the monthly adequate protection payments will be the last business day of the applicable month and the adequate protection payment date will be the tenth business day of the following month.
Bankruptcy Proceedings
Kodak and certain of its affiliates have filed voluntary petitions for relief under Chapter 11 of Title 11 (“Chapter 11”) of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) and are operating their businesses and managing their property as debtors-in-possession pursuant to the Bankruptcy Code. Nothing herein or in any of the offer documents shall constitute or be deemed to constitute a solicitation by any party of votes to approve or reject a Chapter 11 plan for any debtor. A solicitation with respect to votes to approve or reject a Chapter 11 plan only may be commenced once a disclosure statement that complies with section 1125 of the Bankruptcy Code has been approved by the Bankruptcy Court.
Kurtzman Carson Consultants LLC, the information agent for the offer (the “Information Agent”), will notify holders whose commitments to participate were accepted (“Participating Holders”) of their allocated amounts of New Money Loans and Junior Loans, and provide them with funding and tender instructions on or before Tuesday, March 19, 2013. Participating Holders will be required to fund their allocated amounts of New Money Loans, tender Notes for exchange into Junior Loans and provide signature pages to the Junior DIP Facility credit agreement by 5:00 p.m. on Thursday, March 21, 2013. Kodak expects that both the closing of the Junior DIP Facility and the amendment and restatement of Kodak’s existing DIP Facility will occur on Friday, March 22, 2013.
Subject to the closing of both facilities, on March 22, 2013, Kodak will make a “catch up” adequate protection payment in the aggregate amount of approximately $116 million to the record holders of Notes on March 21, 2013. Thereafter, the Company will make monthly adequate protection payments in arrears to holders of outstanding Notes in an amount equal to current non-default interest on such Notes. The record date for holders entitled to receive the monthly adequate protection payments will be the last business day of the applicable month and the adequate protection payment date will be the tenth business day of the following month.
Bankruptcy Proceedings
Kodak and certain of its affiliates have filed voluntary petitions for relief under Chapter 11 of Title 11 (“Chapter 11”) of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) and are operating their businesses and managing their property as debtors-in-possession pursuant to the Bankruptcy Code. Nothing herein or in any of the offer documents shall constitute or be deemed to constitute a solicitation by any party of votes to approve or reject a Chapter 11 plan for any debtor. A solicitation with respect to votes to approve or reject a Chapter 11 plan only may be commenced once a disclosure statement that complies with section 1125 of the Bankruptcy Code has been approved by the Bankruptcy Court.
