By Tom Hals

(Reuters) - One of the world's biggest vodka producers, Central European Distributors Corp, has launched a last-ditch bond exchange to pare its debt by $750 million, but opposition from its chairman may force it to file for bankruptcy.

The company, with headquarters in Mount Laurel, New Jersey, and Warsaw, Poland, has been rocked by problems with its financial reporting, the resignation of its chief executive and recent battles with shareholders over control of the company.

It is also defending various U.S. lawsuits, including at least two shareholder class actions.

CEDC faces a liquidity crisis, with less than $70 million in cash and credit facilities to cover $257.9 million in notes that become payable on March 15, according to securities filings.

As a result, CEDC is offering to exchange the notes due in March for about 10 percent of the company's stock. It is also offering to exchange about $957 million senior secured notes that come due in 2016 for a mixture of new debt that matures in 2020 and 65 percent of its stock.

A separate $50 million secured debt held by Roust Trading Ltd, a rival vodka distributor that is controlled by CEDC's billionaire Chairman Roustam Tariko, would be converted into 20 percent of CEDC stock.

CEDC said in a proxy statement filed on Thursday that the proposed bond exchange was opposed by Roust, which also holds about 40 percent of the notes due in March. That essentially gives Roust and CEDC's Chairman Tariko a veto on the proposed bond swap, which requires that at least 95 percent of the notes are tendered.

The voting deadline for the company's plan is March 22.

Bermuda-based Roust Trading, which owns around 20 percent of CEDC's stock, is formulating its own plan, led by Tariko. It has proposed investing $172 million, which along with new debt would be exchanged for the notes due in 2016. Roust would receive 85 percent of the company's equity, with the rest going to the holders of the notes due in March.

A person involved in the restructuring called the favorable treatment of Roust's $50 million secured claim "shocking," and said it could become a focus of litigation if the company ended up in U.S. Bankruptcy Court. However, this person said a free-fall or unplanned bankruptcy could still be avoided if all parties agreed to a reasonable proposal that involved fresh investment.

A phone call and email to Anna Zaluska, CEDC's spokeswoman, were not immediately returned.

TWO MORE PROPOSALS

In addition, two other proposals have surfaced.

Mark Kaufman of Monaco, the second-biggest stockholder after Roust, has proposed investing $75 million, conditioned on all parties reaching an agreement that takes into account the current market price for the March 2013 notes. Those notes are worth less than $50 million, based on current bids, according to Reuters data.

CEDC also said in its proxy on Thursday that it had received interest from a "significant third party group" about a potential investment.

Given the uncertainty, the company also asked holders of its notes to approve a backup Chapter 11 bankruptcy plan, should the bond exchange fail. The Chapter 11 plan would be presented to the U.S. Bankruptcy Court in Delaware.

The bankruptcy would reduce the debt in a similar way to the proposed bond exchange, but would allow the company to force the plan on a small number of hold-out creditors.

Companies that file for bankruptcy with a plan of reorganization approved by creditors often can complete their Chapter 11 in months or even weeks, at a fraction of the cost of a crisis-driven filing.

CEDC is being represented by Skadden, Arps, Slate, Meagher & Flom, and Jay Goffman is their proposed counsel if they file for bankruptcy. Houlihan Lokey is the company's investment banker and Alvarez & Marsal is the financial adviser, according to securities filings.

Kaufman is being advised by Benoit & Associes.

Roust Trading is being represented by Tom Lauria of White & Case.

CEDC was founded in 1990 to import Foster's and Grolsch beer into Poland and has grown into the leading vodka seller in Russia, Poland and Hungary.

(This story has been corrected to remove the reference to Kaufman's proposed investment being used to pay off the 2013 notes. His proposal did not specify the use of the funds.)

Follow us on Twitter @ReutersLegal | Like us on Facebook