Central European Distribution Corporation to Offer Senior Secured Notes
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BALA CYNWYD, Pa., Nov. 12 /PRNewswire-FirstCall/ -- Central European
Distribution Corporation (Nasdaq: CEDC) ("CEDC" or the "Company") today
announced it proposes to offer, through a newly formed, wholly-owned
subsidiary of the Company (the "Issuer"), approximately $870.0 million
aggregate principal amount of U.S. dollars and euro-denominated senior secured
notes due 2016 (collectively, the "Senior Secured Notes") in an offering to
institutional investors (the "Senior Secured Notes Offering") that will be
exempt from registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act").
Concurrently with the Senior Secured Notes Offering, CEDC is proposing to
offer 9,500,000 shares of common stock (or a total of 10,450,000 shares if the
underwriters in that offering exercise their option to purchase additional
shares in full) in an underwritten public offering under the Securities Act.
The completion of the Senior Secured Notes Offering is conditioned upon the
completion of the concurrent common stock offering. However, the completion of
the concurrent common stock offering is not conditioned upon the completion of
the Senior Secured Notes Offering.
The Company intends to use the net proceeds from the Senior Secured Notes
Offering and the concurrent common stock offering to purchase the remaining
equity interests in the Russian Alcohol Group ("Russian Alcohol") from funds
managed by Lion Capital LLP, to repay all amounts outstanding under Russian
Alcohol's credit facilities, to call for redemption all of the Company's
outstanding senior secured notes due 2012 and to repay amounts outstanding
under an existing credit facility at one of the Company's operating
subsidiaries.
The Senior Secured Notes will be secured by, among other things, (a) a
first-priority pledge over the shares of the Issuer and certain subsidiaries
of the Company, (b) a first-priority assignment of rights under certain bank
accounts of the Company, and (c) a first-priority mortgage over certain real
property and fixtures.
The Senior Secured Notes have not been and will not be registered under the
Securities Act or any applicable state securities laws and may not be offered
or sold in the United States absent registration or an applicable exemption
from registration requirements. This press release shall not constitute an
offer to sell or a solicitation of an offer to purchase any of these
securities, and shall not constitute an offer, solicitation or sale of the
shares or notes in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
About CEDC
CEDC is the largest vodka producer in Poland and produces the Absolwent,
Zubrowka, Bols and Soplica brands, among others. CEDC currently exports
Zubrowka to many markets around the world, including the United States,
England, France and Japan. CEDC also produces and distributes Royal Vodka, the
top selling vodka in Hungary, and produces Parliament Vodka, the leading
sub-premium vodka in Russia. CEDC also has an equity stake in Russian Alcohol,
which produces Green Mark, the number one selling vodka in Russia along with
Zhuravli, another top-selling sub-premium vodka in Russia.
CEDC also is the leading national distributor of alcoholic beverages in Poland
by value, and a leading importer of alcoholic beverages in Poland and Hungary.
In Poland, CEDC imports many of the world's leading brands, including brands
such as Carlo Rossi Wines, Concha y Toro wines, Metaxa Brandy, Remy Martin
Cognac, Guinness, Sutter Home wines, Grant's Whisky, Jagermeister, E&J Gallo,
Jim Beam Bourbon, Sierra Tequila, Teacher's Whisky, Campari, Cinzano, Skyy
Vodka and Old Smuggler. CEDC is also a leading importer of premium spirits and
wines in Russia with such brands as Hennessey, Moet & Chandon and Concha y
Toro, among others.
Forward Looking Statements
This press release contains forward looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 including, without
limitation, statements regarding our strategies, focus, beliefs and
expectations. Forward looking statements are based on our knowledge of facts
as of the date hereof and involve known and unknown risks and uncertainties
that may cause the actual results, performance or achievements of CEDC to be
materially different from any future results, performance or achievements
expressed or implied by our forward looking statements.
Investors are cautioned that forward looking statements are not guarantees of
future performance, developments after the date hereof may have a material
effect on any forward-looking statements we make and, accordingly, undue
reliance should not be placed on such statements. CEDC undertakes no
obligation to publicly update or revise any forward looking statements or to
make any other forward looking statements, whether as a result of new
information, future events or otherwise, unless required to do so by
securities laws. Investors are referred to the full discussion of risks and
uncertainties included in CEDC's Form 10-K for the fiscal year ended December
31, 2008, including statements made under the captions "Item 1A. Risks
Relating to Our Business" and in other documents filed by CEDC with the
Securities and Exchange Commission as well as risks arising from current
credit market and economic conditions globally and in the markets in which we
operate.
Contact:
In the U.S.:
Jim Archbold
Investor Relations Officer
Central European Distribution Corporation
610-660-7817
In Europe:
Anna Zaluska
Corporate PR Manager
Central European Distribution Corporation
48-22-456-6001
SOURCE Central European Distribution Corporation
In the U.S.:, Jim Archbold, Investor Relations Officer, +1-610-660-7817, or In
Europe: Anna Zaluska, Corporate PR Manager, 48-22-456-6001, both of Central
European Distribution Corporation
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