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CETV > SEC Filings for CETV > Form 8-K on 8-May-2013All Recent SEC Filings

Show all filings for CENTRAL EUROPEAN MEDIA ENTERPRISES LTD | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Stat

Item 1.01 Entry into a Material Definitive Agreement

On May 2, 2013, Central European Media Enterprises Ltd. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the "Underwriters"). Pursuant to the Underwriting Agreement, the Company sold to the Underwriters 54,436,582 shares (the "Shares") of the Company's Class A Common Stock, par value $0.08 per share (the "Class A Common Stock").

The offering price to the public was $2.75 per share. Time Warner Media Holdings B.V. ("Time Warner"), an affiliate of Time Warner Inc. and the Company's largest shareholder, has exercised its pre-existing contractual preemptive right to purchase 49.9% of the Shares. Time Warner paid $2.75 per share for the Shares purchased by Time Warner and the Underwriters did not receive any underwriting discounts or commissions with respect to any such Shares purchased by Time Warner. The Underwriters purchased the Shares from the Company pursuant to the Underwriting Agreement at a price of $2.6125 per share (other than the Shares allocated and sold to Time Warner). After underwriting discounts and commissions but before estimated offering expenses, the Company received net proceeds of approximately $145.95 million.

Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase from the Company
(i) up to an additional 2,727,273 number of shares of Class A Common Stock at a price of $2.6125 per share, and (ii) up to an additional 2,716,385 number of shares of Class A Common Stock at a price of $2.75 per share, which would be allocated exclusively to Time Warner in satisfaction of its contractual preemptive right.

The Shares were offered and sold under a prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in connection with an offering pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-181057).

The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The summary of the Underwriting Agreement in this report does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as Exhibit 1.1 hereto.

A copy of the legal opinion relating to the Shares and the consent of Conyers, Dill & Pearman, Bermuda counsel to the Company are attached as Exhibit 5.1 and Exhibit 23.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Underwriting Agreement dated as of May 2, 2013 between Central European
1.1 Media Enterprises Ltd. and J.P. Morgan Securities LLC, as representative of the several underwriters named therein.

Exhibit Opinion of Conyers, Dill & Pearman. 5.1

Exhibit Consent of Conyers Dill & Pearman (included as part of Exhibit 5.1) 23.1

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