Regal sets pricing in tender for 9 3/8% notes

New York, April 28 - Regal Entertainment Group said it has set the pricing in its tender for its 9 3/8% senior subordinated notes due 2012.

Regal will pay $1,169.05 per $1,000 principal amount plus a consent payment of $20 per $1,000 for notes tendered with consents by 5 p.m. ET on April 27. Holders will also receive accrued interest.

Regal said on April 27 that it had received the necessary consents to amend its 9 3/8% senior subordinated notes due 2012. As of 5 p.m. ET on that day, consents had been received from holders of 84% of the outstanding principal amount of the notes.

Regal Cinemas Bonds Corp. and the indenture trustee entered into a sixth supplemental indenture to implement the amendments. The amendments eliminate substantially all of the restrictive covenants and certain default provisions contained in the indenture. The amendments will not become operative, however, until the tendered notes are accepted for purchase.

Regal said on April 15 that it had begun a cash tender offer for all $350 million principal amount of 9 3/8% senior subordinated notes due 2012 issued by its wholly owned Regal Cinemas Corp. subsidiary and was also seeking noteholder consents to proposed indenture amendments that would eliminate substantially all of the restrictive covenants and certain default provisions.

Regal is conducting the tender offer and consent solicitation in conjunction with another wholly owned subsidiary, Regal Cinemas Bonds Corp.

Regal set a consent deadline of 5 p.m. ET on April 27. The price the company will pay for the notes will be set at 10 a.m. ET on April 28, while the tender offer will expire at midnight ET on May 12, with all deadlines subject to possible extension.

Regal, a Knoxville, Tenn.-based movie theater operator, plans to set the consideration that it will pay for the notes on April 28, using a formula based on a fixed 100 basis points spread over the yield to maturity of the reference security, the 2.25% U.S. Treasury note due Feb. 15, 2007. Total consideration will include a $20 per $1,000 principal amount consent payment for notes tendered at or before the consent deadline.

Holders tendering their notes after the consent deadline but before the offer expiration will receive the tender offer consideration but no consent payment. All holders who tender their notes and who do not subsequently withdraw them will also receive accrued and unpaid interest up to, but not including the applicable payment date.

Regal said that its obligation to purchase tendered notes is conditional upon the receipt of valid tenders from holders of at least a majority of the outstanding principal amount of the notes and the completion of the refinancing transactions.

Credit Suisse First Boston is the dealer manager and solicitation agent (800 820-1653). MacKenzie Partners Inc. is the information agent (800 322-2885). The depositary is U.S. Bank NA.

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