Eastman Kodak Company (“Kodak” or the “Company”) today announced the commencement of an 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 term loans (the “New Money 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 (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. 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 Such commitment to participate in the offer may not be withdrawn, unless otherwise determined by the Company, in its sole discretion.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. Questions with respect to the offer and requests for copies of the offer documents may be directed to Kurtzman Carson Consultants LLC at (917) 281-4800 or KodakInfo@kccllc.com.
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.
This press release is for informational purposes only and is not a solicitation to subscribe for any loans, an offer to buy, or the solicitation of an offer to sell, any of the Notes. The full details of the offer, will be included in the offer to subscribe for New Money Loans and exchange Notes for Junior Loans, the letter of transmittal and related materials. Holders of Notes are strongly encouraged to read carefully these documents and any other related materials, including materials referred to or incorporated by reference therein, because they will contain important information.
Eastman Kodak Company 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.
Kodak is transforming to a business-to-business (B2B) company focused on Commercial Imaging. Kodak has three business segments: Commercial Imaging, consisting of Digital Printing and Enterprise, and Graphics, Entertainment and Commercial Films, which combined, represent approximately two-thirds of Kodak’s revenue; and Personalized Imaging and Document Imaging, the two businesses being marketed for sale.
In Commercial Imaging, Kodak offers innovative and leading products developed from Kodak’s unique expertise in materials science, deposition processes, and digital imaging. Kodak’s growth strategy is centered on commercial, packaging and functional printing, and enterprise services, markets in which Kodak has significant technology advantages and differentiation. Kodak’s solutions are designed to provide customers worldwide with a competitive edge in the markets they serve.
This press release may include “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 press release, 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 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 filings made by the Company with the U.S. Securities and Exchange Commission and with Bankruptcy Court from time to time, as well as the following: the Company’s ability to successfully emerge from Chapter 11 as a profitable and 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 proceedings; 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; the Company’s 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 covenants in its credit agreements; the Company’s 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 monetization of the Company’s digital imaging patent portfolio; the outcome of the Company’s intellectual property patent litigation matters; the Company’s ability to generate or raise cash and maintain a cash balance sufficient to service its debt and financing arrangements and to fund continued investments, capital needs and restructuring payments; the Company’s 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 and the offer; 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 press release and are expressly qualified in their entirety by the cautionary statements included herein. 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.