On October 15, 2012 and October 16, 2012, Eastman Kodak Company (the "Company") entered into confidentiality agreements (the "Confidentiality Agreements") with D.E. Shaw Laminar Portfolios, L.L.C., Litespeed Master Fund Ltd., Bennett Management Corporation and Archview Investment Group LP ("Second Lien Bond Holders"). The Second Lien Bond Holders are holders of the Company's 9.75% senior secured notes due March 1, 2018 and / or 10.625% secured notes due March 15, 2019. Pursuant to the Confidentiality Agreements, the Company has agreed to disclose certain non-public information to the Second Lien Bond Holders. Under the terms of the Confidentiality Agreements, the Company is further required to disclose publicly certain information disclosed to the Second Lien Bond Holders (such information, the "Information").
Pursuant to the terms of the Confidentiality Agreements, the Company is disclosing the Information, solely to comply with the Company's obligations to the Second Lien Bond Holders under the Confidentiality Agreements. The Information provided by the Company to the Second Lien Bond Holders has been provided solely in connection with discussions with the Second Lien Bond Holders and not expressly for inclusion in this Form 8-K or any other public document. The Information is qualified in all its aspects by the dates below and does not necessarily represent the status of the relevant occurrences as of this date. The Information is as follows:
1. As of October 17, 2012, the Company was working toward completion of a sale of certain intellectual property assets that the Company expected would yield approximately $525 million in cash proceeds, all of which was expected to be used to repay the Company's existing DIP facility. The transaction was being negotiated and, if signed, would close in 2012. The transaction would be subject to conditions precedent and the resolution of any objections by creditors and other parties in interest.
2. As of October 17, 2012, the Company was in discussions with four holders of second lien notes - Centerbridge Advisors II, LLC, GSO Capital Partners LP, J.P. Morgan Securities LLC and UBS Securities LLC - with respect to a financing proposal involving $450 million of new money loans, the proceeds of which would be used to refinance the Company's existing DIP facility and pay case expenses, emergence costs and operations post-financing. The financing terms would include a roll-up of second lien notes held by the four holders of second lien notes, as well as a right of the Company to convert the substantial portion of the new money loans and roll-up loans into term financing at emergence. The right to convert the loans to term loans at emergence would be subject to various conditions, including minimum financial metrics for the reorganized business and the sale of one or more of the Company's Personalized Imaging and Digital Imaging businesses for aggregate proceeds in excess of $700 million.
3. As of October 17, 2012, the Company believed the financing was prudent, although the Company might have other sources of available liquidity should the financing not occur.
Item 8.01 Other Events
On November 12, 2012, the Company announced that it has entered into a commitment letter to secure $793 million in Junior Debtor-in-Possession Financing with Centerbridge Advisors II, LLC, GSO Capital Partners LP, J.P.
Morgan Securities LLC, UBS Securities LLC and UBS AG, Stamford Branch. On the same date, the Company issued a press release describing the Junior Debtor-in-Possession Financing, a copy of which is attached as Exhibit 99.1, and which is incorporated herein by reference. The commitment letter and certain other documents related to the financing will be filed with the U.S. Bankruptcy Court for the Southern District of New York.
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