LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (Tables)

6 Months Ended

Jun. 30, 2012



	June 30, 2012			December 31, 2011
Senior debt	$	1,045,325		$	1,243,207
Total credit facilities and capital leases	170,703			81,162
Total long-term debt and other financing arrangements	1,216,028			1,324,369
Less current maturities	(111,583		)	(1,058		)
Total non-current long-term debt and other financing arrangements	$	1,104,445		$	1,323,311

Schedule of Long-term Debt Instruments [Table Text Block]

Our senior debt comprised the following as at June 30, 2012 and December 31, 2011:



	Carrying Value				Fair Value
	June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011
USD 20.6 million 2013 Convertible Notes	$	19,828	$	121,230	$	20,672	$	117,926
EUR 87.5 million 2014 Floating Rate Notes	110,163		191,497		102,729		141,708
USD 261.0 million 2015 Convertible Notes	227,468		223,341		226,400		163,276
EUR 374.6 million 2016 Fixed Rate Notes	473,834		487,176		484,016		373,215
EUR 170.0 million 2017 Fixed Rate Notes	214,032		219,963		224,657		206,765
	$	1,045,325	$	1,243,207	$	1,058,474	$	1,002,890

Schedule of Extinguishment of Debt [Table Text Block]

(Loss) / Gain on Extinguishment



Tender offer	2013 Convertible Notes			2014 Floating Rate Notes		Total
(Loss) / gain on extinguishment	$	(3,763	)	$	4,211	$	448
Unamortized debt costs included in (loss) / gain on extinguishment	370			527		897
Adjustment to additional paid-in capital	$	868		$	—	$	868

The (gain) / loss on extinguishment of debt comprised the following for the three and six months ended June 30, 2012 and 2011 (see Note 4 "Long-Term Debt and Other Financing Arrangements"):



	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2012			2011		2012			2011
2013 Convertible Notes	$	3,763		$	3,424	$	3,763		$	22,591
2014 Floating Rate Notes	(4,211		)	—		(4,211		)	—
2016 Fixed Rate Notes	—			—		—			2,388
(Gain) / loss on extinguishment	$	(448	)	$	3,424	$	(448	)	$	24,979

Schedule Of 2013 Convertible Notes [Table Text Block]

We separately account for the liability and equity components of the 2013 Convertible Notes. The embedded conversion option is not accounted for as a derivative.



	Principal Amount of Liability Component			Unamortized Discount			Net Carrying Value			Equity Component
BALANCE December 31, 2011	$	129,660		$	(8,430	)	$	121,230		$	102,369
Extinguishment of debt	(109,013		)	4,537			(104,476		)	(868		)
Amortization of debt issuance discount	—			3,074			3,074			—
BALANCE June 30, 2012	$	20,647		$	(819	)	$	19,828		$	101,501

Schedule Of 2015 Convetible Notes [Table Text Block]

We separately account for the liability and equity components of the 2015 Convertible Notes. The embedded conversion option is not accounted for as a derivative.



	Principal Amount of Liability Component		Unamortized Discount			Net Carrying Value		Equity Component
BALANCE December 31, 2011	$	261,034	$	(37,693	)	$	223,341	$	11,907
Amortization of debt issuance discount	—		4,127			4,127		—
BALANCE June 30, 2012	$	261,034	$	(33,566	)	$	227,468	$	11,907

Schedule Of 2016 Fixed Rate Notes [Table Text Block]

The 2016 Fixed Rate Notes are redeemable at our option, in whole or in part, at the redemption prices set forth below:



From	Fixed Rate Notes Redemption Price

September 15, 2013 to September 14, 2014	105.813	%
September 15, 2014 to September 14, 2015	102.906	%
September 15, 2015 and thereafter	100.000	%

Schedule Of 2017 Fixed Rate Notes [Table Text Block]

The 2017 Fixed Rate Notes are redeemable at our option, in whole or in part, at the redemption prices set forth below:



From	Fixed Rate Notes Redemption Price

November 1, 2014 to October 31, 2015	104.50	%
November 1, 2015 to October 31, 2016	102.25	%
November 1, 2016 and thereafter	100.00	%

Credit Facilities And Capital Lease Obligations [Table Text Block]

Credit facilities and capital lease obligations comprised the following at June 30, 2012 and December 31, 2011:



		June 30, 2012			December 31, 2011
Credit facilities	(a) – (e)	$	166,674		$	77,464
Capital leases		4,029			3,698
Total credit facilities and capital leases		170,703			81,162
Less current maturities		(91,755		)	(1,058		)
Total non-current credit facilities and capital leases		$	78,948		$	80,104

(a) In connection with the cash tenders announced on April 30, 2012, we entered into the TW Credit Agreement with Time Warner. Under the TW Credit Agreement, Time Warner agreed to loan to the Company an aggregate principal amount of US$ 300.0 million in three tranches (the “TW Loans”), with the amounts we could draw upon for each tranche corresponding to the amount of our 2013 Convertible Notes, our 2014 Floating Rate Notes or our 2016 Fixed Rate Notes, as applicable, accepted for purchase by us in the 2013 Tender Offer and the Euro Tender Offer. We drew US$ 109.0 million under the credit facility on May 30, 2012 to finance the repurchase of 2013 Convertible Notes, and drew an additional US$ 71.1 million on June 13, 2012 to finance the repurchase of the 2014 Floating Rate Notes. For the first 180 days after the applicable disbursement date, the 2013 Convertible Notes tranche had the same interest rate as the 2013 Convertible Notes (3.5% per annum) and the 2014 Floating Rate Notes tranche had the same interest rate as the 2014 Floating Rate Notes (Euribor plus 1.625% per annum). The interest rate applicable to each tranche was subject to adjustment under certain circumstances, none of which occurred during the period. The maturity date of each tranche of TW Loans corresponded to the maturity date of the notes for which the loan was drawn. We could repay the TW Loans at any time without penalty, including from the proceeds of any equity offerings. We issued shares to Time Warner Media Holdings B.V. (“TW Investor”) and RSL Capital LLC, an affiliate of Ronald Lauder, on June 15, 2012 and the proceeds were applied to outstanding principal of US$ 89.3 million and accrued interest of US$ 38 thousand on the TW Loans. On June 27, 2012, we exercised our option to put shares to TW Investor in order to repay the remaining US$ 90.8 million amount of TW Loans outstanding and this transaction closed on July 3, 2012 (see Note 20, "Subsequent Events").

(b) We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances which our subsidiaries in The Netherlands, Bulgaria, Croatia, the Czech Republic, Romania, the Slovak Republic and Slovenia deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited.

As at June 30, 2012, we had deposits of US$ 21.2 million in and drawings of US$ nil on the BMG cash pool. Interest is earned on deposits at the relevant money market rate and interest is payable on all drawings at the relevant money market rate plus 2.0%. As at December 31, 2011, we had deposits of US$ 37.0 million in and drawings of US$ nil on the BMG cash pool.

(c) On October 21, 2010, CET 21 entered into a five-year CZK 1.5 billion (approximately US$ 73.7 million) secured revolving credit facility (the “Secured Revolving Credit Facility”) with BNP Paribas S.A., J.P. Morgan plc, Citigroup Global Markets Limited, ING and Ceska Sporitelna, a.s. (“CSAS”), as mandated lead arrangers and original lenders, BNP Paribas S.A., as agent, BNP Paribas Trust Corporation UK Limited, as security agent, and CME Ltd., CME NV, CME BV, CME Investments B.V., CME SH and Markiza as the original guarantors. Interest under the facility is calculated at a rate per annum of 5% above Prague Interbank Offered Rate ("PRIBOR") for the relevant interest period (the applicable rate at June 30, 2012 and December 31, 2011 was 6.08% and 5.97%, respectively). The Secured Revolving Credit Facility will decrease to CZK 750.0 million (approximately US$ 36.8 million) on the fourth anniversary of the signing date. Drawings under the facility by CET 21 may be used for working capital requirements and for general corporate purposes. The Secured Revolving Credit Facility contains customary representations, warranties, covenants and events of default. The covenants include limitations on CET 21's ability to incur additional indebtedness, create liens, make disposals and to carry out certain other types of transactions. Drawings on the Secured Revolving Credit Facility amounted to CZK 1.5 billion (approximately US$ 73.7 million) as at June 30, 2012 and December 31, 2011. As at June 30, 2012, CET 21 had an interest rate swap to hedge the interest rate exposure on the future outstanding principal under the Secured Revolving Credit Facility (see Note 11, “Financial Instruments and Fair Value Measurements”).

(d) As at June 30, 2012, and December 31, 2011, there were no drawings outstanding under a CZK 300.0 million (approximately US$ 14.7 million) working capital credit facility with Factoring Ceska Sporitelna (“FCS”). This facility is secured by a pledge of receivables under a factoring agreement with FCS and is available indefinitely, subject to a three-month notice period. The facility bears interest at one-month PRIBOR plus 2.5% for the period that actively assigned accounts receivable are outstanding.

(e) At June 30, 2012, Media Pro Entertainment had an aggregate principal amount of RON 10.7 million (approximately US$ 3.0 million) (December 31, 2011, RON 10.6 million, approximately US$ 3.0 million) of loans outstanding with the Central National al Cinematografei ("CNC"), a Romanian governmental organization which provides financing for qualifying filmmaking projects. Upon acceptance of a particular project, the CNC awards an agreed level of funding to each project in the form of an interest-free loan. Loans from the CNC are typically advanced for a period of ten years and are repaid through the proceeds from the distribution of the film content. At June 30, 2012, we had 13 loans outstanding with the CNC with maturity dates ranging from 2014 to 2020. The carrying amounts at June 30, 2012 and December 31, 2011 are net of a fair value adjustment of US$ 1.0 million and US$ 1.0 million, respectively, arising on acquisition.

Maturity Of Senior Debt And Credit Facility [Table Text Block]

At June 30, 2012, the maturity of our Senior Debt and credit facilities was as follows:



2012 ⁽¹⁾	$	90,887
2013	20,725
2014	147,391
2015	297,868
2016	471,621
2017 and thereafter	216,197
Total Senior Debt and credit facilities	1,244,689
Net discount	(32,690		)
Carrying value of Senior Debt and credit facilities	$	1,211,999

(1) Reflects the TW Loans, which were repaid on July 3, 2012 (see Item 1, Note 20, "Subsequent Events").

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at June 30, 2012:



2012	$	614
2013	1,048
2014	956
2015	370
2016	348
2017 and thereafter	1,132
Total undiscounted payments	4,468
Less: amount representing interest	(439		)
Present value of net minimum lease payments	$	4,029