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| [January 24, 2013] |
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Eastman Kodak Company Announces Offer to Subscribe for Loans and Exchange Notes for Loans
ROCHESTER, N.Y. --(Business Wire)--
Eastman Kodak (News - Alert) 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be withdrawn, unless otherwise determined by the Company, in its sole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
reuests 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.
About Kodak
Kodak is transforming to a business-to-business (B2B) company focused on
Commercial Imaging. Kodak has three business segments: Commercial
Imaging, consisting of Digital Printing and Enterprise, and Graphics,
Entertainment and Commercial Films, which combined, represent
approximately two-thirds of Kodak's revenue; and Personalized Imaging
and Document Imaging, the two businesses being marketed for sale.
In Commercial Imaging, Kodak offers innovative and leading products
developed from Kodak's unique expertise in materials science, deposition
processes, and digital imaging. Kodak's growth strategy is centered on
commercial, packaging and functional printing, and enterprise services,
markets in which Kodak has significant technology advantages and
differentiation. Kodak's solutions are designed to provide customers
worldwide with a competitive edge in the markets they serve.
Forward-Looking Statements
This press release may include "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 press release, 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 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 filings made by the Company with the U.S.
Securities and Exchange Commission and with Bankruptcy Court from time
to time, as well as the following: the Company's ability to successfully
emerge from Chapter 11 as a profitable and sustainable company; the
ability of the Company and its subsidiaries to develop, secure approval
of and consummate one or more plans of reorganization with respect to
the Chapter 11 proceedings; the Company's ability to improve its
operating structure, financial results and profitability; the ability of
the Company to achieve cash forecasts, financial projections, and
projected growth; the Company's ability to raise sufficient proceeds
from the sale of businesses and non-core assets; the businesses the
Company expects to emerge from Chapter 11; the ability of the Company to
discontinue certain businesses or operations; the ability of the Company
to continue as a going concern; the Company's ability to comply with
covenants in its credit agreements; the Company's ability to obtain
additional financing; the potential adverse effects of the Chapter 11
proceedings on the Company's liquidity, results of operations, brand or
business prospects; the monetization of the Company's digital imaging
patent portfolio; the outcome of the Company's intellectual property
patent litigation matters; the Company's ability to generate or raise
cash and maintain a cash balance sufficient to service its debt and
financing arrangements and to fund continued investments, capital needs
and restructuring payments; the Company's ability to fairly resolve
legacy liabilities; the resolution of claims against the Company; the
Company's ability to retain key executives, managers and employees; the
Company's ability to maintain product reliability and quality and growth
in relevant markets; the Company's ability to effectively anticipate
technology trends and develop and market new products, solutions and
technologies; the Company's ability to satisfy any of the conditions to
the closing of the Junior DIP Facility and the offer; and the impact of
the global economic environment on the Company. There may be other
factors that may cause the Company's actual results to differ materially
from the forward-looking statements. All forward-looking statements
attributable to the Company or persons acting on its behalf apply only
as of the date of this press release and are expressly qualified in
their entirety by the cautionary statements included herein. The Company
undertakes no obligation to update or revise forward-looking statements
to reflect events or circumstances that arise after the date made or to
reflect the occurrence of unanticipated events.

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