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CEDC First Day Decl

CEDC First Day Decl

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Published by Chapter 11 Dockets
CEDC First Day Decl
CEDC First Day Decl

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Published by: Chapter 11 Dockets on Apr 08, 2013
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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -In re:CENTRAL EUROPEAN DISTRIBUTIONCORPORATION, et al.,Debtors.
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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x::::::::xChapter 11Case No. 13-10738Joint Administration Pending
DECLARATION OF N. SCOTT FINE IN SUPPORTOF CHAPTER 11 PETITIONS AND FIRST DAY PLEADINGS
I, N. Scott Fine, being duly sworn, hereby depose and state as follows:1. I am Vice Chairman and Lead Director of the Board of Directors of CentralEuropean Distribution Corporation ("CEDC"), a company incorporated under the laws of thestate of Delaware. I am also the Chairman of each of the Special Committee, RestructuringCommittee and Audit Committee of the Board of Directors of CEDC. The Special Committee iscomprised of four Independent Directors who collectively constitute a majority of CEDC'sseven-member Board of Directors. The three other members of the Special Committee areDavid Bailey, Markus Sieger, and Joseph Farnan, Jr., former Chief Judge of the United StatesDistrict Court for the District of Delaware. The Restructuring Committee is comprised of threedirectors, two of whom are independent.2. CEDC is the direct parent of CEDC Finance Corporation LLC ("CEDC FinCoLLC"), a Delaware limited liability company, and the indirect parent of CEDC Finance
1
The Debtors and the last four digits of their taxpayer identification numbers are as follows: Central EuropeanDistribution Corporation (5271), CEDC Finance Corporation International, Inc. (0116), and CEDC FinanceCorporation LLC (7136). The address for each of the Debtors is 3000 Atrium Way, Suite 265, Mt. Laurel, NJ08054.
Case 13-10738 Doc 3 Filed 04/07/13 Page 1 of 51
 
2Corporation International, Inc., a Delaware corporation ("CEDC FinCo" and, together withCEDC and CEDC FinCo LLC, the "Debtors"). CEDC also is the indirect parent of numerousnon-debtor operating subsidiaries organized under the laws of Poland, Russia, and several other nations (the "Operating Subsidiaries," and together with CEDC, CEDC FinCo and CEDC FinCoLLC, the "Company").3. As a result of my active involvement as a director of CEDC for more than adecade, my very extensive and deep involvement in the Debtors' restructuring efforts over thecourse of the last year, my review of voluminous relevant documents, and my many discussionswith members of the Debtors' management team and advisors, I am familiar with the Debtors'day-to-day operations, business affairs, and books and records. Accordingly, except as otherwiseindicated, I have personal knowledge of the matters set forth herein or have gained knowledge of such matters from the Debtors' employees or retained advisors that report to me in the ordinarycourse of my responsibilities and, if called as a witness, would testify competently thereto.4. I submit this Declaration in support of the Debtors' voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") filed on the datehereof (the "Petition Date"), and the relief requested in the Debtors' various "first day"applications and motions (the "First Day Motions"). I am authorized to submit this Declarationon behalf of the Debtors.
I. BACKGROUNDA. Overview of the Company's Business
5. The Company is one of the world's largest vodka producers, and is the largestintegrated spirit beverages business by total volume in Central and Eastern Europe. TheCompany maintains leading positions in all of its key markets
– 
Poland, Russia and Hungary – 
Case 13-10738 Doc 3 Filed 04/07/13 Page 2 of 51
 
3and is expanding in the Ukraine where it began operations in 2010. The Company's brand portfolio includes valuable and recognized brands like
BOLS 
,
Żubrówka
,
Absolwent 
and
Soplica
in Poland;
Green Mark 
and
Parliament 
in Russia; and
Royal Vodka
in Hungary. Each of these brands is one of the leaders of its segment in those markets. The Company is also an activeexporter of its brands, in particular 
Żubrówka
,
Green Mark, Parliament 
and
Talka
.
Żubrówka
isdelivered to over 40 countries around the world, including the United States, the UnitedKingdom, France and Japan.6. The first company in the CEDC corporate family was founded in Poland in 1990.For its first 15 years, the Company concentrated on establishing itself as a leading distributor of alcoholic beverages in Poland. In 2005, the Company entered the vodka manufacturing market.Upon acquiring
Polmos Białystok 
, a leading production plant in Poland, and
BOLS 
, a leader inthe premium vodkas segment, the Company became a major player in the Polish vodkamanufacturing market, while retaining its position as a leading spirits distributor. The Companythereafter continued to expand its production business, developing sales of its own vodka brands.7. In 2006, the Company expanded beyond Poland when
BOLS Hungary
became amember of the CEDC corporate family. With the acquisition of 
BOLS Hungary
, the Companyacquired the rights to the
Royal Vodka
trademark, the most popular brand in the Hungarianvodka market. The Company then turned its focus to expansion eastward, and in 2008,commenced acquisitions of related businesses in Russia, the largest vodka market in the world.By acquiring Russian vodka manufacturers Russian Alcohol Group and Parliament, theCompany became the largest vodka producer in Russia and one of the biggest vodka makers inthe world.
Case 13-10738 Doc 3 Filed 04/07/13 Page 3 of 51

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