Central European Media (CETV) Prices 54.4M Common Stock Offering

May 3, 2013 5:47 AM EDT
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Central European Media Enterprises Ltd. (NASDAQ: CETV) announced the pricing of an underwritten public offering of 54,436,582 shares of its Class A common stock, par value $0.08 per share ("Class A common stock") at a public offering price of $2.75 per share before underwriting discounts and commissions.

J.P. Morgan Securities LLC is acting as the sole book-running manager for the offering. CME has granted the underwriters an option to purchase from CME up to an additional 5,443,658 shares of Class A common stock. Time Warner Media Holdings B.V. ("Time Warner"), an affiliate of Time Warner Inc. and CME's largest shareholder, has exercised its preexisting contractual preemptive right and has committed to purchase 49.9% of the number of shares of Class A common stock sold in the offering, subject to certain limitations.

The offering is expected to close on May 8, 2013, subject to customary closing conditions. In addition, subject to the closing of this offering and approval by our shareholders and certain other conditions, CME will sell to Time Warner $200,000,000 of its Series B Convertible Redeemable Preferred Stock, par value $0.08 per share ("Series B Convertible Redeemable Preferred Stock"), a new series of its preferred stock, in a private placement.

CME intends to apply $300,000,000 of the aggregate net proceeds from the public offering and the issuance and sale to Time Warner of shares of Series B Convertible Redeemable Preferred Stock to fund the repurchase or redemption of a portion of CME's 11.625% senior notes due 2016. CME intends to use the remainder of the net proceeds from the public offering for general corporate purposes.

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