Page
6
of 8 Pages
Item 1.
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Security and Issuer.
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This Amendment No. 27 to Schedule 13D (
Amendment No.
27
) amends the Schedule 13D originally filed on
April 1, 2009 (the
Original 13D
), as previously amended on May 21, 2009 by Amendment No. 1 to Schedule 13D, on December 8, 2009 by Amendment No. 2 to Schedule 13D, on March 4, 2011 by Amendment
No. 3 to Schedule 13D, on May 3, 2012 by Amendment No. 4 to Schedule 13D, on June 20, 2012 by Amendment No. 5 to Schedule 13D, on June 27, 2012 by Amendment No. 6 to Schedule 13D, on July 11, 2012 by Amendment
No. 7 to Schedule 13D, on May 1, 2013 by Amendment No. 8 to Schedule 13D, on May 10, 2013 by Amendment No. 9 to Schedule 13D, on May 17, 2013 by Amendment No. 10 to Schedule 13D, on June 24, 2013 by Amendment
No. 11 to Schedule 13D, on June 28, 2013 by Amendment No. 12 to Schedule 13D, on March 7, 2014 by Amendment No. 13 to Schedule 13D, on March 28, 2014 by Amendment No. 14 to Schedule 13D, on May 7, 2014 by
Amendment No. 15 to Schedule 13D, on November 20, 2014 by Amendment No. 16 to Schedule 13D, on October 7, 2015 by Amendment No. 17 to Schedule 13D, on November 17, 2015 by Amendment No. 18 to Schedule 13D, on
February 29, 2016 by Amendment No. 19 to Schedule 13D, on April 26, 2016 by Amendment No. 20 to Schedule 13D, on May 11, 2016 by Amendment No. 21 to Schedule 13D, on March 16, 2017 by Amendment No. 22 to
Schedule 13D, on February 14, 2018 by Amendment No. 23 to Schedule 13D, on May 10, 2018 by Amendment No. 24 to Schedule 13D (
Amendment No.
24
), on June 14, 2018 by Amendment No. 25
to Schedule 13D and on March 27, 2019 by Amendment No. 26 to Schedule 13D (the Original 13D as so amended, the
Schedule 13D
), filed by Time Warner Inc., a Delaware corporation (
Time Warner
), TW Media
Holdings LLC, a Delaware limited liability company and subsidiary of Time Warner whose interests are held by Time Warner and another subsidiary of Time Warner (
TW Media
), and Time Warner Media Holdings B.V., a
besloten
vennootschap met beperkte aansprakelijkheid
or a private limited company, organized under the laws of the Netherlands, and direct, wholly owned subsidiary of TW Media (
TW Holdings B.V.
and, together with Time Warner and TW
Media, the
TW Reporting Persons
). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
This Amendment No. 27 relates to the Class A Common Stock, par value $0.08 per share (the
Class
A Common
Stock
), of Central European Media Enterprises Ltd., a Bermuda company (the
Issuer
) with its principal executive offices at OHara House, 3 Bermudiana Road, Hamilton, Bermuda. As provided in the Joint Filing
Agreement filed as Exhibit No. 99.55 hereto, the Reporting Persons have agreed pursuant to Rule
13d-1(k)
under the Securities Exchange Act of 1934, as amended (the
Act
), to file one
Statement on Schedule 13D with respect to their ownership of the Class A Common Stock of the Issuer.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 of the Schedule 13D is hereby amended to add the following:
On April 25, 2019 each of Warner Media, LLC (as successor by merger to Time Warner) and TW Holdings B.V. granted each director of the
Company who is independent (as determined under Part 229.407 of Title 17 of the United States of America Code of Federal Regulations) a standing proxy/authorization (the
2019 TW Proxy
and
2019 TW Holdings
Proxy
, as applicable, and collectively, the
2019 Proxies
) in substantially the same form as the Initial Proxies (as defined in Amendment No. 24), to remain effective for twelve (12) months, from the date of the
2019 Proxies. Pursuant to the 2019 Proxies, each of Warner Media, LLC and TW Holdings B.V. appointed such directors as their agents to vote the shares of Class A Common Stock covered by the applicable 2019 Proxy (23,700,000 shares of
Class A Common Stock in the case of the 2019 TW Proxy, and 77,226,996 shares of Class A Common Stock in the case of the 2019 TW Holdings Proxy) at any general meeting of the Issuer in the same proportion as votes cast at such meeting in
respect of shares not subject to the 2019 Proxies. The 2019 Proxies remain effective for the term, unless the applicable grantor and its affiliates cease to beneficially own a majority of the voting equity securities of the Issuer, in which case,
the 2019 Proxies terminate automatically. The 2019 Proxies do not apply to any general meeting that has been convened to vote on, among any other matters, a Change of Control Event (as defined in the applicable 2019 Proxy). Warner Media, LLC and TW
Holdings B.V. will retain their ability to vote the shares of Class A Common Stock covered by the 2019 TW Proxy and 2019 TW Holdings Proxy at any such meeting, subject to the terms of the Proxy Agreement.