CUSIP No. G20045202
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Page 2 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
Time Warner Inc.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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SOURCE OF FUNDS
WC (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o | ||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0 (See Item 5)
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||||
8
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SHARED VOTING POWER
73,632,363 (See Item 5)
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|||||
9
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SOLE DISPOSITIVE POWER
0 (See Item 5)
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|||||
10
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SHARED DISPOSITIVE POWER
73,632,363 (See Item 5)
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|||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,632,363 (See Item 5)
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|||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o | ||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9% (See Item 5)
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|||||
14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. G20045202
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Page 3 of 11 Pages
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|||||
1
|
NAMES OF REPORTING PERSONS
TW Media Holdings LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
WC (See Item 3)
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o | ||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
||||
8
|
SHARED VOTING POWER
73,632,363 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|||||
10
|
SHARED DISPOSITIVE POWER
73,632,363 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,632,363 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
OO (See Item 2)
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CUSIP No. G20045202
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Page 4 of 11 Pages
|
|||||
1
|
NAMES OF REPORTING PERSONS
Time Warner Media Holdings B.V.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
WC (See Item 3)
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o | ||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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|||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
||||
8
|
SHARED VOTING POWER
73,632,363 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|||||
10
|
SHARED DISPOSITIVE POWER
73,632,363 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,632,363 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
OO (See Item 2)
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Exhibit
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Description
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99.33
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Credit Agreement, dated as of November 14, 2014, among Central European Media Enterprises Ltd., as borrower, Time Warner Inc., as guarantor, the several banks and other financial institutions from time to time parties thereto and BNP Paribas, as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Central European Media Enterprises Ltd. on November 14, 2014)
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99.34 |
Commitment Letter, dated as of November 14, 2014, by and between Time Warner Inc. and Central European Media Enterprises Ltd. (including the Form of the 2015 Third Party Term Loan Agreement as Annex I thereto, the Form of the 2015 Guarantee as Annex II thereto and the Form of the 2015 Time Warner Term Loan Agreement as Annex III thereto) (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Central European Media Enterprises Ltd. on November 14, 2014)
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99.35
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Reimbursement Agreement, dated as of November 14, 2014, between Central European Media Enterprises Ltd. and Time Warner Inc., as credit guarantor of the Issuer (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Central European Media Enterprises Ltd. on November 14, 2014)
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99.36
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Intercreditor Agreement, dated July 21, 2006, as amended and restated, among Central European Media Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V., as obligors, Time Warner Inc., as 2014 Term Loan Agent and as 2014 RCF Agent, and the other parties thereto (incorporated herein by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by Central European Media Enterprises Ltd. on November 14, 2014)
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99.37 |
Amended and Restated Term Loan Facility Credit Agreement, dated as of November 14, 2014, among Central European Media Enterprises Ltd., as borrower, Time Warner Media Holdings B.V., as lender, and Time Warner Inc., as administrative agent and lender (incorporated herein by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by Central European Media Enterprises Ltd. on November 14, 2014)
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99.38 |
Amended and Restated Revolving Loan Facility Credit Agreement, dated as of November 14, 2014, among Central European Media Enterprises Ltd., as borrower, and Time Warner Inc., as administrative agent and in its capacity as the lender thereunder (incorporated herein by reference to Exhibit 10.10 to the Current Report on Form 8-K filed by Central European Media Enterprises Ltd. on November 14, 2014)
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TIME WARNER INC.
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By: | /s/ Olaf Olafsson | |
Name: Olaf Olafsson | ||
Title: Executive Vice President, International & Corporate Strategy
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TW MEDIA HOLDINGS LLC
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By: | /s/ Olaf Olafsson | |
Name: Olaf Olafsson | ||
Title: President
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TIME WARNER MEDIA HOLDINGS B.V.
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By: | /s/ Stephen N. Kapner | |
Name: Stephen N. Kapner | ||
Title: Director |
Name | Principal Occupation |
Jeffrey L. Bewkes
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Chairman of the Board and Chief Executive Officer
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Howard M. Averill
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Executive Vice President and Chief Financial Officer
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Paul T. Cappuccio
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Executive Vice President and General Counsel
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Gary L. Ginsberg
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Executive Vice President, Corporate Marketing & Communications
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Karen Magee |
Executive Vice President and Chief Human Resources Officer
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Carol A. Melton
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Executive Vice President, Global Public Policy
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Olaf Olafsson*
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Executive Vice President, International & Corporate Strategy
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Name | Principal Occupation | Business Address |
James L. Barksdale
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Chairman and President, Barksdale Management Corporation (private investment management)
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Barksdale Management Corporation
800 Woodland Parkway, Suite 118,
Ridgeland, MS 39157
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William P. Barr
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Former Attorney General of the United States
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N/A
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Jeffrey L. Bewkes
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Chairman of the Board and Chief Executive Officer,
Time Warner Inc. (media and entertainment)
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N/A
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Stephen F. Bollenbach
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Former Co-Chairman and Chief Executive Officer, Hilton Hotels Corporation (hospitality)
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c/o BHIC LLC
2029 Century Park East, Suite 3500
Los Angeles, CA 90067
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Robert C. Clark
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Distinguished Service Professor, Harvard University (higher education)
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Harvard Law School
Hauser 404
1575 Massachusetts Avenue
Cambridge, MA 02138
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Mathias Döpfner**
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Chairman and Chief Executive Officer,
Axel Springer SE (integrated multi-media company)
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Axel Springer SE
Axel-Springer-Strasse 65
10888 Berlin, Germany
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Jessica P. Einhorn
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Former Dean, Paul H. Nitze School of Advanced International Studies (SAIS),
The Johns Hopkins University (higher education)
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Rock Creek Group
1133 Connecticut Ave, NW
Washington, DC 20036
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Carlos M. Gutierrez | Chair, Albright Stonebridge Group (global strategy firm) |
555 Thirteenth Street, NW
Suite 300 West
Washington, DC 20004
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Fred Hassan
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Partner and Managing Director, Warburg Pincus LLC (private investment firm)
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Royal Palm Place
101 Plaza Real South, Suite 203-S
Boca Raton, FL 33432
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Kenneth J. Novack
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Former Partner, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC (law firm)
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One Financial Center, 40th Floor
Boston, MA 02111
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Paul D. Wachter
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Founder and Chief Executive Officer, Main Street Advisors, Inc. (private investment and financial advisory firm)
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Main Street Advisors, Inc.
3110 Main Street, Suite 300
Santa Monica, CA 90405
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Deborah C. Wright
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Chairman and Chief Executive Officer, Carver Bancorp, Inc. (banking)
|
Carver Bancorp, Inc.
75 West 125th Street
New York, NY 10027
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Name
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Principal Occupation
|
Howard M. Averill
|
Executive Vice President and Chief Financial Officer, Time Warner Inc.
|
Olaf Olafsson*
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Executive Vice President, International & Corporate Strategy, Time Warner Inc.
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Name
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Principal Occupation
|
Eric Broet*
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Senior Vice President & Chief Financial Officer, Warner Bros. Entertainment France S.A.S., 115/113 avenue Charles de Gaulle, 92525 Neuilly-sur-Seine cedex, France
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Douglas S. Shapiro
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Senior Vice President, International and Corporate Strategy, Time Warner Inc.
|
Stephen N. Kapner
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Vice President and Assistant Treasurer, International, Time Warner Inc.
|