|By Business Wire||
|January 24, 2013 03:01 PM EST||
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 Such commitment to participate in the offer may not be withdrawn, unless otherwise determined by the Company, in its sole discretion.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 [email protected].
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.
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.
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.
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.
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time. In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, sha...
Dec. 5, 2016 11:45 AM EST Reads: 880
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
Dec. 5, 2016 11:38 AM EST
Businesses and business units of all sizes can benefit from cloud computing, but many don't want the cost, performance and security concerns of public cloud nor the complexity of building their own private clouds. Today, some cloud vendors are using artificial intelligence (AI) to simplify cloud deployment and management. In his session at 20th Cloud Expo, Ajay Gulati, Co-founder and CEO of ZeroStack, will discuss how AI can simplify cloud operations. He will cover the following topics: why clou...
Dec. 5, 2016 11:30 AM EST Reads: 757
CloudJumper, a Workspace as a Service (WaaS) platform innovator for agile business IT, has been recognized with the Customer Value Leadership Award for its nWorkSpace platform by Frost & Sullivan. The company was also featured in a new report(1) by the industry research firm titled, “Desktop-as-a-Service Buyer’s Guide, 2016,” which provides a comprehensive comparison of DaaS providers, including CloudJumper, Amazon, VMware, and Microsoft.
Dec. 5, 2016 11:30 AM EST Reads: 750
"Dice has been around for the last 20 years. We have been helping tech professionals find new jobs and career opportunities," explained Manish Dixit, VP of Product and Engineering at Dice, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 5, 2016 11:15 AM EST Reads: 929
"Qosmos has launched L7Viewer, a network traffic analysis tool, so it analyzes all the traffic between the virtual machine and the data center and the virtual machine and the external world," stated Sebastien Synold, Product Line Manager at Qosmos, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 5, 2016 11:00 AM EST Reads: 659
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
Dec. 5, 2016 10:30 AM EST Reads: 620
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform and how we integrate our thinking to solve complicated problems. In his session at 19th Cloud Expo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and sh...
Dec. 5, 2016 10:30 AM EST Reads: 247
Rapid innovation, changing business landscapes, and new IT demands force businesses to make changes quickly. In the eyes of many, containers are at the brink of becoming a pervasive technology in enterprise IT to accelerate application delivery. In this presentation, attendees learned about the: The transformation of IT to a DevOps, microservices, and container-based architecture What are containers and how DevOps practices can operate in a container-based environment A demonstration of how ...
Dec. 5, 2016 10:15 AM EST Reads: 951
Application transformation and DevOps practices are two sides of the same coin. Enterprises that want to capture value faster, need to deliver value faster – time value of money principle. To do that enterprises need to build cloud-native apps as microservices by empowering teams to build, ship, and run in production. In his session at @DevOpsSummit at 19th Cloud Expo, Neil Gehani, senior product manager at HPE, discussed what every business should plan for how to structure their teams to delive...
Dec. 5, 2016 09:15 AM EST Reads: 1,414
"Venafi has a platform that allows you to manage, centralize and automate the complete life cycle of keys and certificates within the organization," explained Gina Osmond, Sr. Field Marketing Manager at Venafi, in this SYS-CON.tv interview at DevOps at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 5, 2016 09:15 AM EST Reads: 886
"We are a modern development application platform and we have a suite of products that allow you to application release automation, we do version control, and we do application life cycle management," explained Flint Brenton, CEO of CollabNet, in this SYS-CON.tv interview at DevOps at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 5, 2016 08:45 AM EST Reads: 821
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life sett...
Dec. 5, 2016 07:30 AM EST Reads: 7,056
We are always online. We access our data, our finances, work, and various services on the Internet. But we live in a congested world of information in which the roads were built two decades ago. The quest for better, faster Internet routing has been around for a decade, but nobody solved this problem. We’ve seen band-aid approaches like CDNs that attack a niche's slice of static content part of the Internet, but that’s it. It does not address the dynamic services-based Internet of today. It does...
Dec. 5, 2016 07:30 AM EST Reads: 997
The WebRTC Summit New York, to be held June 6-8, 2017, at the Javits Center in New York City, NY, announces that its Call for Papers is now open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 20th International Cloud Expo and @ThingsExpo. WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web ...
Dec. 5, 2016 07:15 AM EST Reads: 1,296