Kodak completes KKR Transaction

Under the terms of the agreement, and subject to certain exceptions, the KKR group is required to hold the warrants and shares issuable upon exercise of the warrants for a minimum of two years. So long as the KKR group holds warrants to purchase at least 50% of the number of shares of Kodak common stock issuable upon exercise of warrants purchased in the transaction (or at least 50% of the shares issued upon exercise thereof), KKR will have the right to nominate up to two members of Kodak’s Board of Directors. If that warrant amount falls below 50%, but is at least 25%, KKR will have the right to nominate one member of Kodak’s Board of Directors. If that warrant amount falls below 25%, the KKR group will no longer have the right to nominate any directors.

The net proceeds of the KKR transaction, along with the net proceeds of the separate convertible senior note offering, are being used in part by Kodak to repurchase the company’s existing 3.375% Convertible Senior Notes due 2033, a move that will bolster the company’s balance sheet and free up capital for core investments. Excess proceeds will be used for general corporate purposes.

In conjunction with the closing of the KKR transaction, Kodak’s Board of Directors has elected to the board the following two individuals nominated by KKR:

Adam H. Clammer joined KKR in 1995 and currently heads the Technology Group. He has been actively involved with several companies, including Aricent, Avago Technologies, Borden, Intermedia Communications, Jazz Pharmaceuticals, MedCath, NXP, RELTEC and SunGard Data Systems. He is currently on the board of directors of Aricent, Avago and NXP. Prior to joining KKR, Mr. Clammer was with Morgan Stanley & Co. in Hong Kong and New York in the Mergers and Acquisitions department. He received a B.S. from the University of California and an M.B.A. from Harvard Business School.

Herald Y. Chen rejoined KKR in 2007, having previously worked for the Firm from 1995 to 1997. Over his investing career, he has been directly involved with companies including Kindercare Learning Centers, Sun Microsystems, Alaska Communications, Byram Healthcare, United American Energy, VCST Industrial and WJ Communications. He is a member of the Technology industry team and serves on the board of Accel-KKR. Prior to rejoining KKR, Mr. Chen was a Managing Director with Fox Paine & Company, served as CEO of ACMI Corporation, and was Chief Financial Officer and Co-Founder of Jamcracker, Inc., a software-as-a-service solutions company. Prior to completing his M.B.A., he was employed by KKR and Goldman, Sachs & Co. Mr. Chen holds B.S./B.S.E. degrees from The University of Pennsylvania’s Wharton School and School of Engineering and an M.B.A. from The Stanford Graduate School of Business.