Regal Entertainment Group 8-K 2008
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PURSUANT TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): March 4, 2008
Regal Entertainment Group
Registrant's telephone number, including area code: 865-922-1123
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 8.01 Other Events.
On March 4, 2008, Regal Entertainment Group (the "Company") issued a press release announcing that it intends to offer $190 million aggregate principal amount of convertible senior notes due 2011 (the "Notes") in a private placement to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Company expects to grant the initial purchasers a 13-day option to purchase up to an additional $20 million aggregate principal amount of Notes. In addition, the Company expects to enter into separate convertible note hedge and warrant transactions with an affiliate of one of the initial purchasers of the Notes. These transactions are intended to reduce potential dilution to the Company's common stock upon potential future conversion of the Notes.
The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including the exhibits hereto, does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering circular. The Notes and the shares of common stock issuable upon conversion have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.