Regal Entertainment Group Announces Early Tender Results

  Regal Entertainment Group Announces Early Tender Results

Business Wire

KNOXVILLE, Tenn. -- June 13, 2013

Regal Entertainment Group (“Regal” or the “Company”) (NYSE: RGC) today
announced the early results for its previously announced tender offers (the
“Offers”) to purchase for cash the 9.125% Senior Notes due 2018 of the Company
listed in the table below and the 8.625% Senior Notes due 2019 of Regal
Cinemas Corporation, a Delaware corporation and wholly-owned subsidiary of the
Company, listed in the table below (collectively, the “Notes”), subject to an
aggregate purchase price not to exceed $244,350,000 (the “Maximum Notes
Purchase Price”).

As of the previously announced early tender date and time of 5:00 p.m., New
York City time, on June 11, 2013, (the “Early Tender Date”), $807,599,000
aggregate principal amount of Notes had been validly tendered and not validly
withdrawn. Withdrawal rights for the Notes expired at 5:00 p.m., New York City
time, on June 11, 2013. The table below sets forth the aggregate principal
amount and percentage of Notes validly tendered and not validly withdrawn by
the Early Tender Date.

                                                                   Percent of
Title of          Acceptance     Outstanding      Principal        Outstanding
Security and    Priority     Principal      Amount         Principal
CUSIP Numbers     Level          Amount           Tendered         Amount
9.125% Senior
Notes due
2018 of Regal
Group           1            $525,000,000   $509,980,000   97.14%

8.625% Senior
Notes due
2019 of Regal
Corporation     2            $400,000,000   $297,619,000   74.40%


Because the aggregate consideration payable for validly tendered Notes exceeds
the Maximum Notes Purchase Price, the Notes will be purchased in accordance
with the acceptance priority levels set forth in the table above and will be
subject to proration as described in the Offer to Purchase, dated May 29, 2013
(the “Offer to Purchase”), and related Letter of Transmittal (together with
the Offer to Purchase, the “Offer Documents”), relating to the Offers. It is
not anticipated that the Company will accept for purchase any Notes tendered
after the Early Tender Date. The Notes not accepted for purchase will be
promptly credited to the account of the registered holder of such Notes with
The Depository Trust Company or otherwise returned in accordance with the
Offer Documents. The Company expects to settle accepted Notes on June 13,

The Offers are subject to the terms and conditions described in the Offer
Documents, including a Financing Condition (as described in the Offer to
Purchase). The Offers will expire at 11:59 p.m., New York City time, on June
25, 2013, unless extended or earlier terminated by the Company.

The Company has retained Credit Suisse Securities (USA) LLC and BofA Merrill
Lynch to act as the dealer managers for the Offers and D.F. King & Co., Inc.
to act as information agent for the Offers. For additional information
regarding the terms of the Offers, please contact Credit Suisse Securities
(USA) LLC at (800)820-1653 (toll-free) or (212) 325-2476 (collect) or BofA
Merrill Lynch at (888) 292-0070 (toll-free) or (646) 855-3401 (collect).
Requests for documents and questions regarding the tendering of the Notes may
be directed to D.F. King & Co., Inc. at (212) 269-5500 (for banks and brokers
only) or (800) 431-9633 (for all others toll-free).

This press release does not constitute an offer to purchase or the
solicitation of an offer to sell any securities. The Offers are made only
pursuant to the Offer Documents. Holders should read carefully the Offer
Documents because they contain important information, including the various
terms of and conditions to the Offers. None of the Company, the dealer
managers, the depositary, the information agent or their respective affiliates
is making any recommendation as to whether or not holders should tender all or
any portion of their Notes in an Offer.

Forward-looking Statements

This press release includes “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements included herein,
other than statements of historical fact, may constitute forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct. Important factors that could cause
actual results to differ materially from the Company’s expectations are
disclosed in the risk factors contained in the Company’s 2012 Annual Report on
Form 10-K filed with the Securities and Exchange Commission on February 25,
2013. All forward-looking statements are expressly qualified in their entirety
by such factors.

About Regal Entertainment Group

Regal Entertainment Group (NYSE: RGC) operates the largest and most
geographically diverse theatre circuit in the United States, consisting of
7,358 screens in 579 theatres in 42 states along with Guam, Saipan, American
Samoa and the District of Columbia as of April 25, 2013. The Company operates
theatres in 46 of the top 50 U.S. designated market areas. We believe that the
size, reach and quality of the Company’s theatre circuit not only provide its
patrons with a convenient and enjoyable movie-going experience, but is also an
exceptional platform to realize economies of scale in theatre operations.

Additional information is available on the Company’s Web site at


Financial Contact:
Kevin Mead
Regal Entertainment Group
Vice President Investor Relations and Planning
Media Contact:
Ken Thewes
Regal Entertainment Group
Senior Vice President and Chief Marketing Officer
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