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| EKDKQ > SEC Filings for EKDKQ > Form 8-K on 28-Jan-2013 | All Recent SEC Filings |
28-Jan-2013
Other Events
On January 28, 2013, Eastman Kodak Company ("Kodak" or the "Company") commenced a process to seek consents from the lenders under its existing Debtor-in-Possession Credit Agreement, dated as of January 20, 2012 (as amended, the "DIP Credit Agreement"), to two amendments. The first amendment would extend the covenant requirement under the DIP Credit Agreement for when the Company is required to file a chapter 11 plan and disclosure statement with the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") from February 15, 2013 to April 30, 2013, in light of the Company's previously announced junior debtor-in-possession facility, which was approved by the Bankruptcy Court on January 24, 2013 (the "Junior DIP Financing"). The second amendment is designed to permit the incurrence of the Junior DIP Financing and make a number of related changes, and would become effective upon the closing of the Junior DIP Financing, subject to the term loans under the existing DIP Credit Agreement having been paid in full. This second amendment would, among other things, (i) extend the maturity date of the facility from July 20, 2013 to September 30, 2013, to match the maturity of the Junior DIP Financing, (ii) eliminate the Canadian revolving facility, which is not being used by the Company, and reduce the aggregate amount of the US revolving credit commitments from $225,000,000 to $200,000,000, (iii) remove machinery and equipment from the borrowing base of the revolving facility and (iv) revise the existing financial covenants and modify other covenants to match the terms agreed for the Junior DIP Facility. The first amendment is subject to approval by a majority of the existing revolving and term loan lenders under the DIP Credit Agreement. The second amendment is subject to approval by the existing revolving lenders under the DIP Credit Agreement, as the term loans under the existing DIP Credit Agreement will be fully repaid at closing of the Junior DIP Financing and effectiveness of the second amendment. There is no assurance that Kodak will receive the relevant consents to approve any of these amendments. Additionally, Kodak may amend, modify, eliminate or change the amendments that it is seeking consents from its lenders to approve. The amendments, if any, that are ultimately adopted may differ from the amendments summarized above.
Additionally, Kodak currently expects to consummate the transactions contemplated by the Patent Sale Agreement, dated December 18, 2012, between Kodak and Intellectual Ventures Fund 83 LLC on or about February 1, 2013 (the "Patent Transaction"). Pursuant to the terms of the DIP Credit Agreement, at the closing of the Patent Transaction, Kodak will apply 100% of the net cash proceeds from the sale of the patents and 75% of the net cash proceeds from licensing certain patents to repay amounts outstanding under the term loan facility under the existing DIP Credit Agreement. As a result, Kodak expects to pay $418.7 million of such net cash proceeds to repay the existing term loans and to retain $108.3 million of such net cash proceeds, pending closing of the Junior DIP Financing, when the remaining balance outstanding under the existing term loans will be repaid.
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report on Form 8-K, including the exhibits attached hereto, 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 report on Form 8-K, including the exhibits attached hereto, 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, 2011, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 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
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