New Issue: Regal Cinemas sells upsized $400 million 8 5/8% 10-year notes at 97.561 to yield 9%

By Paul A. Harris

St. Louis, July 9 - Regal Cinemas Corp. priced an upsized $400 million issue of 8 5/8% 10-year senior notes (B1/B-/) at 97.561 to yield 9% on Thursday, according to market sources.

The yield was printed on top of the price talk.

Credit Suisse Securities and J.P. Morgan Securities Inc. were joint bookrunners for the quick-to-market deal, which was upsized from $300 million. Co-managers were Banc of America Securities LLC and Barclays Capital Inc.

Proceeds will go to repay a portion of the company's credit facility.

The issuing entity is a subsidiary of Knoxville, Tenn.-based Regal Entertainment Group, a motion picture exhibitor.

Issuer:	Regal Cinemas Corp.
Face amount:	$400 million, increased from $300 million
Proceeds:	$390.244 million
Maturity:	July 15, 2019
Bookrunners:	Credit Suisse Securities, J.P. Morgan Securities Inc.
Co-managers:	Banc of America Securities LLC, Barclays Capital Inc.
Coupon:	8 5/8%
Price:	97.561
Yield:	9%
Spread:	560 bps
Call protection:	Make-whole at Treasuries plus 50 bps until July 15, 2014, then callable at 104.313, 102.875, 101.438, par on and after July 15, 2017
Equity clawback:	35% at 108.625 until July 15, 2012
Trade date:	July 9
Settlement date:	July 15
Ratings:	Moody's: B1
	Standard & Poor's: B-
Distribution:	Rule 144A with registration rights
Price talk:	9%

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