October 20, 2014 9:17 PM ET

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Company Overview of Regal Cinemas Corporation

Company Overview

Regal Cinemas Corporation, through its subsidiaries, owns and operates multi screen motion picture theatres in the United States. The company was incorporated in 2002 and is based in Knoxville, Tennessee. As of January 1, 2004, Regal Cinemas Corporation operates as a subsidiary of Regal Entertainment Group.

7132 Regal Lane

Knoxville, TN 37918

United States

Founded in 2002

Phone:

865-925-9685

Fax:

865-925-7858

Key Executives for Regal Cinemas Corporation

Chief Financial Officer
Age: 44
Executive Vice President
Age: 53
Compensation as of Fiscal Year 2014.

Regal Cinemas Corporation Key Developments

Regal Entertainment Group and Regal Cinemas Corporation Announce Cash Tender Offers for Its 9(1) /(8) % Senior Notes Due 2018 and 8(5) /(8) % Senior Notes Due 2019 Respectively

Regal Entertainment Group announced that it has commenced an offer to purchase for cash any and all of the 9(1) /(8) % Senior Notes due 2018 of the company and any and all of the 8(5) /(8) % Senior Notes due 2019 of Regal Cinemas Corporation at the consideration per $1,000 principal amount. These offers consist of two separate offers, one for each series of Notes. The Offers are subject to the terms and conditions in the Offer to Purchase, dated February 25, 2014 and the related Letter of Transmittal, dated February 25, 2014. The Notes validly tendered and not validly withdrawn on March 10, 2014 will be eligible to receive the total offer consideration, which includes the early tender premium. The Notes validly tendered after the Early Tender Date, but prior to March 25, 2014, unless extended or earlier terminated, will be eligible to receive the applicable base offer consideration, which includes the applicable Total Offer Consideration minus the applicable Early Tender Premium. The company has retained Credit Suisse Securities (USA) LLC, Barclays Capital Inc., BofA Merrill Lynch, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC to act as dealer managers for the Offer and D.F. King & Co. Inc. to act as information agent for the Offer.

Regal Cinemas Corporation, Regal Entertainment Group and Regal Entertainment Holdings Inc. Enter into Loan Modification Agreement Amends Sixth Amended and Restated Credit Agreement

On May 28, 2013, Regal Cinemas Corporation (Regal Cinemas), a wholly owned subsidiary of Regal Entertainment Group (REG), REG, Regal Entertainment Holdings Inc. and the other affiliates of Regal Cinemas party thereto as guarantors entered into a Loan Modification Agreement with Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and the revolving lenders party thereto (Loan Modification Agreement). The Loan Modification Agreement amends that Sixth Amended and Restated Credit Agreement, as previously amended, dated April 19, 2013, among Regal Cinemas, REG, Regal Entertainment Holdings Inc., the other affiliates of Regal Cinemas party thereto as guarantors, Credit Suisse AG, Cayman Islands Branch and the lenders party thereto (Credit Agreement). The Credit Agreement provides, among other things, for senior secured credit facilities consisting of term loans with an original principal balance of $1,006 million and a revolving credit facility (Revolving Facility) of up to $85 million. The Loan Modification Agreement amends the Credit Agreement by reducing the interest rate on the Revolving Facility by 1.00%. Specifically, the Loan Modification Agreement provides that, depending on the consolidated leverage ratio of Regal Cinemas and its subsidiaries, the applicable margin under the Revolving Facility for base rate loans will be either 1.50% or 1.75% and the applicable margin under the Revolving Facility for LIBOR rate loans will be either 2.50% or 2.75%. The Loan Modification Agreement also amends the Credit Agreement to extend the maturity date of the Revolving Facility from May 19, 2015 to May 19, 2017.

Regal Cinemas Corporation, Regal Entertainment Group and Regal Entertainment Holdings Inc. Enter into Amendment to the Sixth Amended and Restated Credit Agreement

On April 19, 2013, Regal Cinemas Corporation, a wholly owned subsidiary of Regal Entertainment Group (REG), REG, Regal Entertainment Holdings Inc. and the other affiliates of Regal Cinemas party thereto, as guarantors, entered into an amendment (the Second Amendment) to the Sixth Amended and Restated Credit Agreement, dated May 19, 2010, as amended (the Credit Agreement), with Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and the lenders party thereto. The Credit Agreement provides, among other things, for senior secured credit facilities consisting of term loans with an original principal balance of $1,006 million (the Term Facility) and a revolving credit facility (the Revolving Facility) of up to $85 million (the Revolving Commitment). The Second Amendment amends the Credit Agreement by reducing the interest rate on the Term Facility by 0.50%. Specifically, the Second Amendment provides that, depending on the consolidated leverage ratio of Regal Cinemas and its subsidiaries, the applicable margin under the Term Facility for base rate loans will be either 1.50% or 1.75% and the applicable margin under the Term Facility for LIBOR rate loans will be either 2.50% or 2.75%. Among other things, the Second Amendment also amends the Credit Agreement by deleting the interest coverage ratio test and providing that the remaining financial covenants will only be tested if the outstanding amount of the revolving loans and letters of credit (including unreimbursed drawings) under the Revolving Facility equals or exceeds 25% of the Revolving Commitment, by providing for a 1% prepayment premium applicable in the event that Regal Cinemas enters into a refinancing or amendment of the Term Facility on or prior to the first anniversary of the Second Amendment Date that, in either case, has the effect of reducing the interest rate on the Term Facility, to permit the release of REG from its guarantee of the obligations under the Credit Agreement in the event that it does not guarantee any other debt of Regal Cinemas or its subsidiaries, and by eliminating the mortgage requirement for fee-owned real properties that are acquired by Regal Cinemas or its subsidiaries after the Second Amendment Date. Except as amended by the Second Amendment, the remaining terms of the Credit Agreement remain in full force and effect.

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