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CEDC chairman offers to buy out noteholders

by Laura Board  |  Published March 20, 2013 at 4:52 PM
Vodka producer Central European Distribution Corp. has pulled an offer to buy out senior noteholders in exchange for equity after striking a side deal with its nonexecutive chairman, largest shareholder and key creditor.

Nasdaq-listed CEDC, which is based in Mount Laurel, N.J., and Warsaw, said Tuesday, March 19, that Roust Trading Ltd., which owns $102.6 million of the 2013 notes that were subject to the offer, had agreed to buy out another $155.3 million of the notes in exchange for $25 million in cash and $30 million of notes issued by Roust Trading. Roust's offer, which equates to a 35.4% recovery for the noteholders, has the backing of a steering committee of the 2013 noteholders. The committee and Roust together represent 73% of the 2013 notes. Noteholders that don't participate in the offer face a 6% recovery under the terms of an amended Chapter 11 restructuring plan that CEDC is pursuing at the same time as the notes offer.

Roust Trading is backed by Roustam Tariko, the head and founder of Russian Standard, which has holdings in the premium vodka, spirits distribution, banking and insurance sectors. Tariko holds a 19.39% stake in CEDC, according to Securities and Exchange Commission filings, and is president and chairman of its board. Roust Trading has already prevailed over an alternative debt-for-equity proposal that was put forward by another investor, Mark Kaufman.

In addition, SPI Group Sarl, the owner of Stolichnaya Vodka, retained Nomura Holdings Inc. to assist it in evaluating possible alternatives with respect to CEDC, SPI said March 7. Luxembourg-based SPI owns an undisclosed amount of CEDC's 2013 and also its 2016 notes -- the latter are subject to a separate restructuring plan that is unaffected by Wednesday's deal between CEDC, the 2013 steering committee and Roust Trading.

The ultimate voting deadline for CEDC's restructuring, which aims to cut $630 million of the company's debt, is April 4.

The liquor maker reiterated Wednesday that any Chapter 11 filing would affect only CEDC and its U.S. subsidiaries. CEDC's Hungarian, Polish, Russian and Ukrainian operations would be excluded from the insolvency proceedings.

CEDC's restructuring counsel is Jay M. Goffman and Mark A. McDermott at Skadden, Arps, Slate, Meagher & Flom LLP. Houlihan Lokey Capital Inc. is the company's investment banker, while Alvarez & Marsal North America LLC is acting as financial adviser.

-- Jamie Mason contributed to this report.

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Tags: Alvarez & Marsal North America LLC | CEDC | Central European Distribution Corp. | Houlihan Lokey Capital Inc. | Nomura Holdings Inc. | Roust Trading Ltd. | Roustam Tariko | SEC | Skadden Arps Slate Meagher & Flom LLP | SPI Group Sarl

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