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RGC > SEC Filings for RGC > Form 8-K on 30-May-2013All Recent SEC Filings

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Form 8-K for REGAL ENTERTAINMENT GROUP


30-May-2013

Entry into a Material Definitive Agreement, Other Events, Financial Sta


Item 1.01 Entry into a Material Definitive Agreement.

On May 29, 2013, Regal Entertainment Group (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC (the "Underwriters") with respect to the Company's offering of $250.0 million aggregate principal amount of its 5.750% senior notes due 2023 (the "Notes") in a registered public offering. The Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to Exhibit 1.1.



Item 8.01 Other Events.

On May 29, 2013, the Company issued a press release announcing its plan to offer the Notes in a registered offering. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on May 29, 2013, the Company issued a press release announcing the pricing of the Notes. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

In addition, on May 29, 2013, the Company issued a press release announcing cash tender offers for its 9.125% senior notes due 2018 and Regal Cinemas Corporation's 8.625% senior notes due 2019. The press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                Description

1.1           Underwriting Agreement, dated May 29, 2013, by and among the Company,
              Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Merrill
              Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities
              Inc. and Wells Fargo Securities, LLC.

99.1          Press release of the Company, dated May 29, 2013, announcing the
              offering of the Notes.

99.2          Press release of the Company, dated May 29, 2013, announcing the
              pricing of the Notes.

99.3          Press release of the Company, dated May 29, 2013, announcing the
              tender offers.


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