UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
September 23, 2009
Date of Report (date of earliest event reported)
Eastman Kodak Company
(Exact name of Registrant as specified in its charter)
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| New Jersey
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1-87
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16-0417150 |
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| (State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| incorporation or organization)
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Identification Number) |
343 State Street
Rochester, New York 14650
(Address of principal executive office) (Zip Code)
(585) 724-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01
Entry Into a Material Definitive Agreement
Item 2.03 Creation of a
Direct Financial Obligation
Item 3.02
Unregistered Sales
of Equity Securities
Item 8.01 Other Events
On September 23, 2009, Eastman Kodak Company (the “Company”) entered into an Indenture (the
“Indenture”) by and between the Company and The Bank of New York Mellon, as trustee (the
“Trustee”), relating to the issuance by the Company of its convertible senior notes due 2017 (the
“Notes”). The Notes bear interest at a rate of 7.00% per annum, accruing from September 23, 2009.
Interest is payable semiannually in arrears on April 1 and October 1 of each year, beginning on
April 1, 2010. The Notes will mature on April 1, 2017, unless earlier converted, redeemed or
repurchased.
The Notes are convertible into shares of the Company’s common stock, $2.50 par value per
share, at an initial conversion rate of 134.9528 shares of the Company’s common stock per $1,000
principal amount of Notes. This is equivalent to an initial conversion price of approximately $7.41
per share of the Company’s common stock. Holders may surrender their Notes for conversion at any
time prior to the close of business on the business day immediately preceding the maturity date for
the Notes. The initial conversion rate will be subject to adjustment in certain events but will
not be adjusted for any accrued and unpaid interest. Upon conversion,
the Company shall deliver or pay (as the case may be), at its election, solely shares of its common stock (together with cash in
lieu of fractional shares) or solely cash, as provided in the
Indenture.
At any time on or after October 1, 2014 and before October 1, 2016, the Company may redeem the
Notes in whole or in part for cash, but only if the last reported sale price of the Company’s
common stock for 20 or more trading days in a period of 30 consecutive trading days ending within
three trading days prior to the date the Company provides notice of redemption to holders exceeds
130% of the conversion price in effect on each such trading day. The Company may redeem the Notes
at any time on or after October 1, 2016 and prior to maturity regardless of the sale price of the
Company’s common stock. The redemption price will equal 100% of the principal amount of the Notes
to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. Notes
that have been called for redemption may be converted at any time prior to the close of business on
the business day immediately preceding the redemption date.
If the Company undergoes a fundamental change, as that term is defined in the Indenture,
subject to certain conditions, holders may require the Company to purchase their Notes in whole or
in part for cash at a purchase price equal to 100% of the principal amount of the Notes being
purchased, plus accrued and unpaid interest up to, but excluding, the
fundamental change purchase date.
The conversion rate for the Notes shall be subject to customary
adjustments. In addition, following certain
corporate transactions, the conversion rate will be increased with
respect to Notes holders elect to convert in connection with such
transaction.
The Notes are the Company’s senior unsecured obligations and rank: (i) senior in right of
payment to the Company’s existing and future indebtedness that is expressly subordinated in right
of payment to the Notes; (ii) equal in right of payment to the Company’s existing and future
unsecured indebtedness that is not so subordinated; (iii) effectively subordinated in right of
payment to any of the Company’s secured indebtedness to the extent of the value of the assets
securing such indebtedness; and (iv) structurally subordinated to all existing and future
indebtedness and obligations incurred by the Company’s subsidiaries (including guarantees of the
Company’s obligations by such subsidiaries and trade payables).
The following events are considered “Events of Default” under the Indenture, which may result
in the acceleration of the maturity of the Notes:
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(1) |
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default in the payment in respect of the principal of any note at its
maturity, upon redemption or required repurchase, upon declaration of
acceleration or otherwise; |
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(2) |
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default in the payment of any interest upon any note when it becomes
due and payable, and continuance of such default for a period of 30
days; |
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(3) |
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the Company’s failure to comply with the obligation to convert the
Notes into common stock or cash, as applicable, upon exercise of a
holder’s conversion right; |
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the Company’s failure to timely issue notice of a fundamental change
in accordance with the terms of the Indenture; |
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(5) |
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failure by the Company to comply with its obligations under
Article 10 of the Indenture, which relate to certain
consolidations and mergers involving the Company and sales of all or
substantially all of its assets; |
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(6) |
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default in the performance, or breach, of any other covenant or
agreement by the Company in the Indenture (other than a covenant or
agreement a default in whose performance or whose breach is
specifically dealt with in clauses (1) through (5) above), and
continuance of such default or breach for a period of 60 days after
written notice thereof has been given to the Company by the Trustee or
to the Trustee and the Company by the holders of at least 25% in
aggregate principal amount of the outstanding Notes; |
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(7) |
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a default or defaults under any bonds, debentures, notes or other
evidences of indebtedness for borrowed money (other than the Notes) by
the Company or any of its subsidiaries that is a “material subsidiary”
(as defined in the Indenture) having, individually or in the
aggregate, a principal amount outstanding of at least $50 million,
whether such indebtedness now exists or shall hereafter be created,
which default or defaults shall have resulted in the acceleration of
the maturity of such indebtedness prior to its express maturity or
shall constitute a failure to pay at least $50 million of such
indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto, if such indebtedness is
neither discharged nor such acceleration is annulled, by the end of a
period of 30 days after written notice thereof has been given to the
Company by the Trustee or the Trustee and the Company by holders of at
least 25% in aggregate principal amount of the outstanding Notes; or |
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(8) |
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certain events in bankruptcy, insolvency or reorganization relating to
the Company or any of the Company’s subsidiaries that is a “material
subsidiary”. |
If an event of default occurs and is continuing, the Trustee by notice to the Company, or the
holders of at least 25% in principal amount of the outstanding Notes, by notice to the Company and
the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the
principal of and accrued and unpaid interest on all the Notes to be due and payable. Upon such a
declaration, such principal and accrued and unpaid interest will be due and payable immediately.
However, upon an event of default arising out of the bankruptcy provisions described in clause (8)
above with respect to the Company, the aggregate principal amount and accrued and unpaid interest
will be due and payable immediately.
The
Notes were sold to Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated, BNY Mellon Capital Markets, LLC, Daiwa Securities
America Inc., Mizuho Securities USA Inc. and PNC Capital Markets LLC,
as initial purchasers, in a transaction exempt from the registration
requirements of the Securities Act of 1933 under to Rule 144A
promulgated thereunder.
The description of the Indenture and the Notes contained herein is qualified in its entirety
by reference to the text of the Indenture, which is attached as Exhibit 4.1, to this Current Report
on Form 8-K and incorporated herein by reference.
On September 23, 2009 the Company issued a press release announcing the closing of its
offering of the Notes. A copy
of such press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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4.1 |
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Indenture, dated as of September 23, 2009, between Eastman
Kodak Company and The Bank of New York Mellon, as trustee.
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99.1 |
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Press Release, dated September 23, 2009 Announcing Closing of
the Convertible Senior Notes.
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