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Bondholders have committed to lend Eastman Kodak Co. $793 million to aid in its restructuring and enhance its liquidity after it emerges from bankruptcy in the first half of 2013.The Rochester, N.Y., photography company announced the postpetition loan on Monday but had yet to file a motion in the U.S. Bankruptcy Court for the Southern District of New York in Manhattan as of Tuesday morning.
A Kodak statement on Monday said Judge Allan L. Gropper would consider the loan in December.
Bondholders Centerbridge Partners LP, GSO Capital Partners LP, UBS and JPMorgan Chase & Co. are providing the junior debtor-in-possession loan, which will provide Kodak with additional case financing. According to the statement, a substantial portion of the loan will be converted into an exit facility and be a major part of Kodak's capital structure after the company's emergence from bankruptcy.
The company entered Chapter 11 on Jan. 19 with a $950 million DIP from Citibank Global Markets Inc. that refinanced its first-lien debt.
"The additional liquidity from [the junior] financing will enable Kodak to accelerate its momentum as we continue to successfully execute on our reorganization objectives and emerge in the first half of 2013," Kodak chairman and CEO Antonio M. Perez said in the statement. "The significance of this agreement for Kodak is that it establishes a clear path for our emergence as a stronger, more focused company. The significance for our customers, partners and suppliers around the world is that it solidifies our ability to continue to serve them, innovate for them and contribute to their success."
Kodak said it obtained proposals from separate lending consortia in a competitive process before choosing the loan.
The junior DIP comprises a $476 million new term loan and a rollup of $317 million in prepetition second-lien notes. Kodak did not disclose the pricing on the financing.
Kodak has $750 million outstanding in second-lien notes, consisting of $500 million in 9.75% senior secured notes due 2018 and $250 million in 10.625% senior secured notes due 2019. Bank of New York Mellon NA is the indenture trustee.
Kodak could convert $567 million of the junior DIP into exit financing, provided the debtor consummated a reorganization plan by Sept. 30, 2013, resolved its U.K. pension obligations and completed a sale of all or a portion of its document imaging and personalized imaging businesses.
The loan also mandates Kodak to sell its digital imaging patent portfolios for no less than $500 million. Kodak said it is confident it can meet the requirement.
Kodak, however, failed to sell its two patent portfolios this summer. Kodak indefinitely postponed its patent auction on Sept. 14 after receiving no acceptable offers from months of negotiations. At the time, Kodak said it would seek to enter into a sale and licensing agreement for its patents.
A digital capture portfolio includes 744 U.S. patents, 374 foreign patents, 155 pending U.S. patent applications and 244 pending foreign patent applications covering image capturing, processing and transmitting technologies used in digital cameras, as well as in camera-enabled smartphones and tablets.
An imaging systems and services portfolio alone has about 435 U.S. patents, 349 foreign patents, 163 pending U.S. patent applications and 171 pending foreign applications covering image analysis, manipulation and storage.
Kodak's patents have generated more than $3 billion since 2001 from licenses used by 37 parties, including Samsung Group, LG Electronics Inc., Motorola Inc. (now Motorola Solutions Inc.) and Nokia Corp.
Founded in 1880 by George Eastman, Kodak was once the world's leading producer of film and cameras.
Since it filed for bankruptcy on Jan. 19, the company has sought to reposition its business to focus on commercial, packaging and functional printing solutions and enterprise services.
Andrew G. Dietderich, John J. Jerome, Michael H. Torkin and Mark U. Schneiderman at Sullivan & Cromwell LLP and Pauline K. Morgan and Joseph M. Barry at Young Conaway Stargatt & Taylor LLP are debtor counsel.
James A. Mesterharm of AlixPartners LLP is Kodak's chief restructuring officer. David Descoteaux of Lazard is the company's investment banker.

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