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ORGANIZATION AND BASIS OF PRESENTATION
12 Months Ended
Dec. 31, 2015
ORGANIZATION AND BASIS OF PRESENTATION  
ORGANIZATION AND BASIS OF PRESENTATION

1.     ORGANIZATION AND BASIS OF PRESENTATION

        CTC Media, Inc. (the "Company") is a Delaware corporation that, until December 23, 2015, directly or indirectly owned 100% of the shares of a series of Russian legal entities that operate the CTC group business in Russia and Kazakhstan.

        On December 23, 2015, the Company closed the sale of a 75% interest in its wholly-owned subsidiary CTC Investments LLC ("CTC Investments"), which in turn owns the CTC group's Russian and Kazakh businesses ("CTC Group"), to UTV-Management LLC ("UTH"), a private television broadcaster in Russia. The sale was intended to bring the operating business into compliance with the foreign ownership restrictions of the Russian Mass Media Law, which became effective on January 1, 2016. The total gross consideration received in connection with the sale was $193.1 million, of which $150.5 million was received at closing (see Note 12). The CTC Group operates the CTC, Domashny, Che and CTC Love television channels in Russia and Channel 31 in Kazakhstan. These channels generate substantially all of their revenues from the sale of television advertising on both a national and regional basis. Subsequent to December 23, 2015, the Company has only one operating segment, which is its investment in CTC Investments.

        The Company's stockholders approved the sale of the 75% interest in CTC Investments to UTV-Management at a special meeting of stockholders held on December 17, 2015. At the special meeting, the stockholders also approved the issuance of an additional, new participation interest in CTC Investments to UTV-Management or its affiliate following the closing of the sale. This additional participation interest has not been issued to date, but if issued would result in UTV-Management (together with its affiliate) holding 80% of CTC Investments.

        Under accounting principles generally accepted in the United States, the Company reflects the results of operations of the 75% of the Russian and Kazakh businesses sold to UTH as discontinued operations. The after-tax loss on the sale of the 75% interest in CTC Investments to UTV-Management is reflected in the Company's financial statements. The remaining 25% non-controlling interest is accounted for under the equity investment method. The comparative periods of the consolidated financial statements are based on the Company's historical consolidated financial statements as adjusted to give effect to the sale of the 75% interest in CTC Investments to UTV-Management. See also Notes 3 and 6.

        As of December 31, 2015, the Company's stockholders included MTG Russia AB, a Swedish company that is 100% indirectly owned by Modern Times Group MTG AB, a Swedish listed company, which held approximately 38% of the Company's outstanding common stock; Telcrest Investments Limited, a Cypriot limited company ("Telcrest") that we understand is indirectly beneficially owned by Russian entities and individuals, which held approximately 25% of the Company's outstanding common stock; and a number of public stockholders, which we understand include numerous US and European investors, which together held the remaining approximately 36% of the Company's outstanding common stock.

        In December, 2015, the Company's stockholders have also approved a previously-announced merger transaction to return value in cash to the Company's stockholders (other than Telcrest, for so long as it remains subject to sanctions). Upon consummation of the merger, CTCM Merger Sub, Inc., the Company's wholly owned subsidiary, would merge with and into the Company, with the Company surviving, and each holder of the Company's outstanding common stock as of the effective time of the merger, other than Telcrest, will be entitled to receive cash consideration per share based on the aggregate amount of the Company's available cash as of the time of the merger, based on the final purchase price under the sale transaction and the cash reserves that will be appropriate in light of potential liabilities. The shares of common stock held by Telcrest would remain outstanding following the merger, and Telcrest would be the Company's sole stockholder. Following the merger, the Company would cease to be a publicly traded company. The merger is subject to the receipt of a license from the Office of Foreign Assets Control of the U.S. Treasury Department, which had not been received as of December 31, 2015, as well as the determination of the per-share merger consideration by the Company's Board of Directors and the satisfaction of other closing conditions. The Company expects the merger to complete in the second quarter of 2016.

        Both currently and as of December 31, 2015, there are no plans or practical possibility due to applicable U.S. sanctions to sell and/or distribute to Telcrest the net assets which will remain after completion of merger or to wind up and liquidate the Company. Accordingly, these financial statements were prepared applying the going concern assumption. Nonetheless, once and if the Company shares held by Telcrest are no longer blocked pursuant to applicable sanctions, such decisions may be taken and the Company may be required to report its net assets on a liquidation basis.