SEC Form 3 · accession 0000899243-18-017400

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD · CETV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On June 14, 2018 (the "Closing Date"), Time Warner Inc., a Delaware corporation ("Time Warner"), and AT&T Inc., a Delaware corporation ("AT&T"), consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of October 22, 2016 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among Time Warner, AT&T, West Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AT&T ("Corporate Merger Sub"), and West Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of AT&T ("LLC Merger Sub"). In accordance with the Merger Agreement, on the Closing Date, Corporate Merger Sub merged with and into Time Warner (the "First Merger"), with Time Warner continuing as the surviving company in the merger and becoming a wholly owned subsidiary of AT&T.
• F2(Continued from Footnote 1) Immediately thereafter, Time Warner merged with and into LLC Merger Sub (the "Second Merger"), with LLC Merger Sub continuing as the surviving entity in the merger and a wholly owned subsidiary of AT&T. Upon the effective time of the Second Merger, the name of LLC Merger Sub was changed from "West Merger Sub II, LLC" to "Time Warner LLC". On June 15, 2018, the name of Time Warner LLC was changed to "Warner Media, LLC". This Form 3 is being filed solely to reflect the acquisition of Time Warner by AT&T pursuant to the Merger Agreement (the "TW/AT&T Acquisition"). As a result of such acquisition, AT&T became the ultimate beneficial owner of the securities of the Issuer set forth on this Form 3.
• F3Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid or a private limited company organized under the laws of the Netherlands ("TW Holdings B.V."), is a wholly owned subsidiary of TW Media Holdings LLC ("TW Media"), a Delaware limited liability company, whose interests were held by Time Warner and another subsidiary of Time Warner at the time of the First Merger. Time Warner became a direct wholly owned subsidiary of AT&T at the closing of the TW/AT&T Acquisition.
• F4The share was acquired by TW Holdings B.V. on July 3, 2012 pursuant to a Subscription and Equity Commitment Agreement, dated as of April 30, 2012, by and between the Issuer and TW Holdings B.V. The share will be automatically converted into 11,211,449 shares of Class A Common Stock for no additional consideration on the date that is 61 days after the date on which the number of outstanding shares of Class A Common Stock owned by TW Holdings B.V. (assuming the conversion of the Series A Preferred Stock), when aggregated with the outstanding shares of Class A Common Stock of any "group" (defined in Section 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that includes TW Holdings B.V. and any of its affiliates, would not result in TW Holdings B.V. being a "beneficial owner" (as defined in Section 13d-3 of the Exchange Act) of more than 49.9% of the outstanding shares of Class A Common Stock.
• F5The shares were acquired by TW Holdings B.V. on June 25, 2013 pursuant to a Subscription Agreement, dated April 29, 2013, by and between the Issuer and TW Holdings B.V. From and after June 25, 2016, TW Holdings B.V. may, at its option, convert the shares into the number of shares of the Issuer's Class A Common Stock determined by dividing (x) the accreted stated value of the Series B Convertible Redeemable Preferred Shares (initially $1,000 per share) plus accrued and unpaid dividends by (y) the conversion price, which is currently approximately $2.42 following adjustments to the initial conversion price of $3.1625 made pursuant to the terms of the Certificate of Designation of the Series B Convertible Redeemable Preferred Shares.
• F6(Continued from Footnote 5) The initial stated value of the Series B Convertible Redeemable Preferred Shares accreted at an annual rate of 7.5%, compounded quarterly, from (and including) June 25, 2013 to (but excluding) June 25, 2016, and accretes at an annual rate of 3.75%, compounded quarterly, from (and including) June 25, 2016 to (but excluding) June 25, 2018. As of the close of business on the Closing Date, 111,023,765 shares of Class A Common Stock were issuable upon the conversion of the Series B Convertible Redeemable Preferred Shares (but not yet converted).
• F7Time Warner and TW Holdings B.V. have executed and delivered a Standing Proxy/Authorization, pursuant to which the independent directors of Central European Media Enterprises Ltd. will be directed to vote the 100,926,996 shares of Class A Common Stock acquired by Time Warner and TW Holdings B.V. through the exercise of warrants on April 25, 2018 in accordance with the instructions contained in the Standing Proxy/Authorization. The Standing Proxy/Authorization cannot be revoked for a period of two years and may be extended for one additional year.

Remarks

TW Holdings B.V. may be deemed a director of the Issuer by virtue of its right to nominate representatives to serve on the Issuer's board of directors. Mr. Paul Cappuccio, Ms. Iris Knobloch, Mr. Doug Shapiro, and Mr. Gerhard Zeiler currently serve as TW Holdings B.V.'s representatives on the Issuer's board.