Business News

Eastman Kodak Company Announces Offer to Subscribe for Loans and Exchange Notes for Loans

Friday 25. January 2013 - Eastman Kodak Company ("Kodak" or the "Company") today announced the commencement of an offer to holders of its outstanding 10.625% Senior Secured Notes due March 15, 2019 (CUSIP Nos. 277461BK4 and U27746AH6) and 9.75% Senior Secured Notes due March 1, 2018 (CUSIP Nos. 277461BH1 and U27746AG8) (together, the "Notes") to (i) subscribe for term loans (the "New Money Loans") on a pro rata basis in an amount up to the principal amount of Notes held by each holder, up to an aggregate amount for all holders together of $455,000,000, under a new junior secured priming superpriority debtor-in-possession term loan facility (the "Junior DIP Facility"); and (ii) exchange Notes for up to an aggregate amount of $375,000,000 of junior term loans (the "Junior Loans") under the Junior DIP Facility. Holders participating in the offer will commit to becoming lenders under the Junior DIP Facility.

New Money Loans will be allocated to each subscribing holder ratably based on the amount of New Money Loans it subscribes for over the total amount of New Money Loans subscribed for by all holders. Holders may elect to subscribe for New Money Loans in excess of the principal amount of Notes held by them in the event the aggregate initial subscription for New Money Loans by holders is less than $455,000,000. Additionally, certain holders have previously committed to fund New Money Loans to the extent the amount of New Money Loans funded pursuant to the offer is less than $455,000,000. Holders subscribing for New Money Loans will be offered the opportunity to exchange Notes for Junior Loans under the Junior DIP Facility based on the ratable portion of New Money Loans such holders fund.
The offer will expire at 5:00 p.m., New York City time, on February 21, 2013, unless extended or earlier terminated by the Company in its sole discretion. The delivery of a validly executed letter of transmittal by a holder will constitute an irrevocable offer by such holder to fund New Money Loans and to exchange Notes for Junior Loans up to the amounts indicated therein. Such commitment to participate in the offer may not be withdrawn, unless otherwise determined by the Company, in its sole discretion.
The consummation of the offer is subject to the closing of the Junior DIP Facility, which is subject to several conditions, including an amendment of the Company’s existing DIP facility becoming effective and the satisfaction of the conditions precedent under the Junior DIP Facility. If these conditions are not satisfied or the Junior DIP Facility otherwise fails to close, the offer will terminate. Kodak currently expects that, subject to the satisfaction of the conditions precedent thereto, the Junior DIP Facility will close on February 28, 2013. Accordingly, it is expected that holders participating in the offer will be notified of their allocated amounts of New Money Loans and Junior Loans by February 25, 2013, and such holders will be required to fund their allocated amount of New Money Loans and tender Notes for exchange on February 26, 2013.
Holders are referred to the offer documents for the complete terms of the offer. The offer documents are being distributed to holders beginning today. Kurtzman Carson Consultants LLC is the information agent for the offer. Wilmington Trust, National Association is the depository agent for the offer. Questions with respect to the offer and requests for copies of the offer documents may be directed to Kurtzman Carson Consultants LLC at (917) 281-4800 or KodakInfo@kccllc.com.
None of Kodak, the information agent, the depository agent, the administrative agent for the Junior DIP Facility or the Trustee for the Notes or any of their respective subsidiaries makes any recommendation in connection with the offer. Each holder of Notes must make its own decision as to whether or not to participate in the offer, and, if so, the amount at which it wishes to participate.
This press release is for informational purposes only and is not a solicitation to subscribe for any loans, an offer to buy, or the solicitation of an offer to sell, any of the Notes. The full details of the offer, will be included in the offer to subscribe for New Money Loans and exchange Notes for Junior Loans, the letter of transmittal and related materials. Holders of Notes are strongly encouraged to read carefully these documents and any other related materials, including materials referred to or incorporated by reference therein, because they will contain important information.
Bankruptcy Proceedings
Eastman Kodak Company and certain of its affiliates have filed voluntary petitions for relief under Chapter 11 of Title 11 (“Chapter 11”) of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) and are operating their businesses and managing their property as debtors-in-possession pursuant to the Bankruptcy Code. Nothing herein or in any of the offer documents shall constitute or be deemed to constitute a solicitation by any party of votes to approve or reject a Chapter 11 plan for any debtor. A solicitation with respect to votes to approve or reject a Chapter 11 plan only may be commenced once a disclosure statement that complies with section 1125 of the Bankruptcy Code has been approved by the Bankruptcy Court.