Issuer:

Regal Entertainment Group

Security Type:

Senior Unsecured Notes

Pricing Date:

February 25, 2014

Principal Amount:

$775,000,000

Maturity:

March 15, 2022

Benchmark:

2.000% UST due February 15, 2022

Spread to Benchmark:

337 basis points

Coupon:

5.750%

Price to Public:

100.000%

Underwriting Discount:

1.625%

Yield to Maturity:

5.750%

Interest Payment Dates:

March 15 and September 15

First Interest Payment Date:

September 15, 2014

Optional Redemption:

Callable, on or after the following dates, and at the following prices:

Date

Price

March 15, 2017

104.313

%

March 15, 2018

102.875

%

March 15, 2019

101.438

%

March 15, 2020 and thereafter

100.000

%

Make-Whole:

Callable prior to first call date at make-whole call of T+50

Equity Clawback:

Redeem until March 15, 2017 at 105.750% for up to 35.0%

Settlement Date:

March 11, 2014 (T + 10)

Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next six succeeding business days will be required, by virtue of the fact that the notes initially will

settle T + 10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing or the next six succeeding business days should consult their own advisor.

CUSIP / ISIN:

758766AH2 / US758766AH24

Joint Running Managers:

Credit Suisse Securities (USA) LLC

Barclays Capital Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Deutsche Bank Securities Inc.

Wells Fargo Securities, LLC

Concurrent Tender Offers:

On February 25, 2014, we will commence tender offers, or the Tender Offers, to purchase for cash (i) any and all of our 91/8% senior notes due 2018, of which $311,362,000 aggregate principal amount is outstanding, and (ii) any and all of Regal Cinemas’ 85/8% senior notes due 2019, of which $400,000,000 aggregate principal amount is outstanding.  The Tender Offers will be made only upon the terms and conditions set forth in an offer to purchase and related letter of transmittal related to the Tender Offers.

The price per $1,000 principal amount of our 91/8% senior notes due 2018 and Regal Cinemas’ 85/8% senior notes due 2019 accepted for purchase will be $1,051.97 and $1,040.73, respectively, plus in each case an early tender premium of $30 for notes tendered on or before 5:00 p.m. New York City time on March 10, 2014. The Tender Offers will expire at 12:01 a.m. New York City time on March 25, 2014, unless extended by us pursuant to the terms of the Tender Offers.

Use of Proceeds:

We estimate that the net proceeds we will receive from this offering will be approximately $761.4 million after deducting the underwriters’ discount and estimated offering expenses.

We intend to use the net proceeds from this offering to purchase our 91/8% senior notes due 2018 and Regal Cinemas’ outstanding 85/8% senior notes due 2019 pursuant to the Tender Offers described above. Pursuant to the Tender Offers, we will offer to purchase for cash (i) any and all of our 91/8% senior notes due 2018, of which $311,362,000 aggregate principal amount is outstanding, and (ii) any and all of Regal Cinemas’ 85/8% senior notes due 2019, of which $400,000,000 aggregate principal amount is outstanding. 

Capitalization:

The following table sets forth our consolidated capitalization of December 26, 2013, on an actual basis and on an as adjusted basis to give effect to the issuance of the notes and the application of the net proceeds therefrom as described above in “Use of Proceeds”, and assuming that the total aggregate principal amount of our 91/8% senior notes due 2018 and the total aggregate principal amount of Regal Cinemas’ outstanding 85/8% senior notes due 2019 are purchased pursuant to the Tender Offers described above.

As of December26, 
2013

Actual

As
Adjusted

(in millions,
unaudited)

Cash and equivalents

$

280.9

$

277.2

Total debt:

Revolving credit facility

—

—

Term loan facility

978.3

978.3

91/8% senior notes due 2018, including premium

315.4

—

Regal Cinemas’ 85/8% senior notes due 2019, net of debt discount

394.6

—

53/4% senior notes due 2023

250.0

250.0

53/4% senior notes due 2025

250.0

250.0

5.750% senior notes due 2022 offered hereby

—

775.0

Lease financing arrangements(1)

91.0

91.0

Other(2)

31.4

31.4

Total debt

2,310.7

2,375.7

Stockholders’ deficit:

Class A common stock

0.1

0.1

Class B common stock

—

—

Additional paid in capital (deficit)

(782.9

)

(782.9

)

Retained earnings

71.8

33.6

Accumulated other comprehensive loss, net

(2.4

)

(2.4

)

Total stockholders’ deficit of Regal Entertainment Group

(713.4

)

(751.6

)

Noncontrolling interest

(1.9

)

(1.9

)

Total deficit

(715.3

)

(753.5

)

Total capitalization

$

1,595.4

$

1,622.2