Eastman Kodak Company (“Kodak” or the “Company”) today 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.
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.
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This document includes “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, liquidity, financing needs, business trends, and other information that is not historical information. When used in this document, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “predicts,” “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management’s examination of historical operating trends and data are based upon the Company’s expectations and various assumptions. Future events or results may differ from those anticipated or expressed in these forward-looking statements. Important factors that could cause actual events or results to differ materially from these forward-looking statements include, among others, the risks and uncertainties described in more detail in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2012, under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources,” and those described in filings made by the Company with the U.S. Bankruptcy Court for the Southern District of New York and in other filings the Company makes with the SEC from time to time, as well as the following: the Company’s ability to successfully emerge from Chapter 11 as a profitable sustainable company; the ability of the Company and its subsidiaries to develop, secure approval of and consummate one or more plans of reorganization with respect to the Chapter 11 cases; the corporate governance of the Company prior to and following emergence from Chapter 11; the Company’s ability to improve its operating structure, financial results and profitability; the ability of the Company to achieve cash forecasts, financial projections, and projected growth; our ability to raise sufficient proceeds from the sale of businesses and non-core assets; the businesses the Company expects to emerge from Chapter 11; the ability of the company to discontinue certain businesses or operations; the ability of the Company to continue as a going concern; the Company’s ability to comply with the Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) covenants in its debtor-in-possession credit agreement; our ability to obtain additional financing; the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity, results of operations, brand or business prospects; the outcome of our intellectual property patent litigation matters; the Company’s ability to generate or raise cash and maintain a cash balance sufficient to comply with the minimum liquidity covenants in its debtor-in-possession credit agreement and to fund continued investments, capital needs, restructuring payments and service its debt; our ability to fairly resolve legacy liabilities; the resolution of claims against the Company; the Company’s ability to retain key executives, managers and employees; the Company’s ability to maintain product reliability and quality and growth in relevant markets; the Company’s ability to effectively anticipate technology trends and develop and market new products, solutions and technologies; the Company’s ability to satisfy any of the conditions to the closing of the Junior DIP Facility; the risk that the offer may not be consummated; and the impact of the global economic environment on the Company. There may be other factors that may cause the Company’s actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf apply only as of the date of this document, and are expressly qualified in their entirety by the cautionary statements included in this report. The Company undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.