Business News
Kodak Announces Tender Offer for Any and All of its 3.375% Convertible Debt Securities Due 2033 at Par
Monday 21. September 2009 - Eastman Kodak Company (NYSE: EK) is commencing today a tender offer to purchase for cash up to $575 million aggregate principal amount of its outstanding 3.375% Convertible Senior Notes due 2033 (the "2033 Notes"). The terms and conditions of the tender offer are set forth in the offer to purchase, the letter of transmittal and other related materials that will be distributed to holders of the 2033 Notes and filed with the Securities and Exchange Commission (the "SEC") as exhibits to Kodak's Schedule TO.
Kodak is offering to purchase the 2033 Notes at a price equal to 100% of the principal amount of notes tendered, plus accrued and unpaid interest thereon up to, but not including, the date of purchase. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on Monday, October 19, 2009, unless the tender offer is extended or terminated pursuant to the terms of the tender offer. Tendered 2033 Notes may be withdrawn at any time on or prior to the expiration date of the tender offer.
Kodak expects to fund the purchase of the 2033 Notes tendered in the tender offer with the proceeds from its previously announced sale of senior secured notes and a private placement of its convertible notes.
Completion of the tender offer is subject to, among other things, the successful completion of the private placement of its convertible notes and of the sale of senior secured notes. The tender offer is also subject to other customary conditions, as described in the offer to purchase. The tender offer is not conditioned upon any minimum principal amount of 2033 Notes being tendered.
The dealer manager for the tender offer is Morgan Stanley & Co. Incorporated. The information agent for the tender offer is Georgeson, Inc., and the depositary is The Bank of New York Mellon. Holders of the 2033 Notes who have questions or would like additional copies of the tender offer documents may call the information agent at 800-248-7605. Banks and brokers may call 212-440-9800.
While Kodaks board of directors has approved the tender offer, none of Kodak, its board of directors, the dealer manager, the information agent or the depositary is making any recommendation to any holder of 2033 Notes as to whether to tender or refrain from tendering any 2033 Notes. Kodak has not authorized any person to make any recommendation with respect to the tender offer. Holders of the 2033 Notes must decide whether to tender their 2033 Notes. In doing so, holders of the 2033 Notes should carefully evaluate all of the information in the offer to purchase, the letter of transmittal, and other related materials before making any decision with respect to the tender offer and should consult their own investment and tax advisors.