CEDC and Russian Standard Sign Amended Definitive Agreements On Strategic Alliance, Investment In CEDC

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- Russian Standard Confirms its Commitment to Strategic Alliance with CEDC - Reconfirms Its Commitment to Purchase Up to $210M of Newly Issued CEDC Senior Notes - Proceeds To Extinguish CEDC 2013 Notes - CEDC Announces Management Changes, Board Addition Central European Distribution Corporation
CEDC
announced today that it has signed amended definitive agreements on its previously announced strategic alliance with Russian Standard Corporation (through Roust Trading Ltd., its "Roust Trading" unit). The alliance is expected to significantly strengthen CEDC's balance sheet and create a powerful portfolio of brands with enhanced production, distribution and sales channels throughout Central and Eastern Europe. The agreements also provide for: A reaffirmation by Roust Trading to purchase up to $210 million principal amount of newly issued unsecured CEDC senior notes, due July 31, 2016, at a blended interest rate of 6.0%. This investment is expected to provide CEDC with the financial resources to repay or repurchase all of its outstanding 3.0% Senior Convertible Notes due 2013; An agreement by Roust Trading to, subject to fulfillment of certain conditions, waive any potential contractual rights under the existing agreements between CEDC and Roust Trading arising from CEDC's announcement on June 4, 2012 of a restatement of its financial statements and the issuance in exchange for that waiver of up to an additional 10 million shares of CEDC's common stock in three tranches issuable at Roust Trading's request; and The authorization for Roust Trading by CEDC to purchase additional CEDC common stock on the open market that, when added to the shares currently owned by Roust Trading and issuable to it pursuant to the transaction, would not exceed 33% of the outstanding share capital of CEDC. CEDC's Board of Directors has agreed that upon receipt of certain Polish regulatory waivers, if and to the extent received, the threshold will be raised to 42.9%.
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