Roust Trading Ltd. Announces Extension Of Its Exchange Offer For 3.00% Convertible Senior Notes Due 2013 Of Central European Distribution Corporation
WARWICK, Bermuda, May 13, 2013 /PRNewswire/ -- Roust Trading Ltd. ("RTL") announced today that it has extended the expiration date for its private offer to exchange (the "Exchange Offer") each $1,000 principal amount of validly tendered and accepted 3.00% Convertible Senior Notes due 2013 (the "Existing CEDC Notes") of Central European Distribution Corporation ("CEDC") for (1) $193.17 principal amount of new Senior Secured PIK Toggle Notes due 2016 of RTL (the "New RTL Notes") and (2) $160.97 in cash.
The Exchange Offer will now expire at 9:00 a.m., New York City time, on May 30, 2013, unless extended further. The Exchange Offer was previously scheduled to expire at 5:00 p.m., New York City time, on May 13, 2013. As of 5:00 p.m., New York City time, on May 13, 2013, holders had validly tendered $121,377,000 aggregate principal amount of the Existing CEDC Notes. Holders who have already tendered their Existing CEDC Notes need not take any additional action in order to tender their Existing CEDC Notes.
In order to receive the New RTL Notes and cash consideration, a tendering holder of Existing CEDC Notes must, among other conditions described in the Exchange Offer documents, have submitted (and not withdrawn, amended or revoked) a ballot to accept CEDC's amended and restated joint prepackaged chapter 11 plan of reorganization (the "Plan of Reorganization"). The deadline to vote to accept or reject the Plan of Reorganization expired on April 4, 2013, and on May 13, 2013, the bankruptcy court confirmed the Plan of Reorganization. Holders of Existing CEDC Notes who have not submitted ballots to accept the Plan of Reorganization are not eligible to receive the New RTL Notes and cash consideration in the Exchange Offer.
Tendered Existing CEDC Notes cannot be withdrawn, except (i) upon termination of the agreement (the "Plan Support Agreement") between RTL and an ad hoc committee composed of holders of Existing CEDC Notes related to certain proposed restructuring transactions with respect to the Existing CEDC Notes, (ii) to the extent that any material term of the Exchange Offer (as reasonably determined by RTL) is amended or changed subsequent to the date of such tender or (iii) as may be required by applicable law.
The Exchange Offer is being made only to holders of Existing CEDC Notes that have completed and returned an eligibility letter pursuant to which such holder represents and warrants that it is either (a) an institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")), (b) a non-institutional "accredited investor" (within the meaning of Rule 501(a)(4), (5), (6) or (8) of Regulation D under the Securities Act) or (c) a person other than a "U.S. Person" (as defined in Rule 902 of Regulation S under the Securities Act).
The New RTL Notes have not been and will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. No recommendation is made as to whether the holders of Existing CEDC Notes should tender their Existing CEDC Notes for exchange in the Exchange Offer.
The Garden City Group, Inc. is acting as the Information Agent for the Exchange Offer. Global Bondholder Services Corporation is acting as the Exchange Agent for the Exchange Offer. Eligible holders of Existing CEDC Notes can contact the Information Agent to request Exchange Offer documents at (202) 471-4571 or toll free at (866) 256-1123.
Notice regarding forward-looking statements
This news release contains forward-looking statements. The words "will," "may," "should," "believes," "anticipates," "intends," "estimates," "expects," "projects," "plans," "seeks" or similar expressions are intended to identify forward-looking statements. All statements in this news release, other than statements of historical fact, including statements regarding the potential terms of the Exchange Offer and New RTL Notes described, are forward-looking statements. The potential transactions described in this press release may not occur on the terms described, or at all. All forward-looking statements speak only as of the date on which they are made. They rely on a number of assumptions concerning future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially from such statements. Many of these factors are beyond RTL's ability to control or predict. Given these uncertainties, you should not place undue reliance on the forward-looking statements. RTL disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Roust Trading Ltd.