$775,000,000 REGAL ENTERTAINMENT GROUP 5.750% Senior Notes Due 2022 FIRST AMENDMENT TO UNDERWRITING AGREEMENT
Exhibit 1.1
$775,000,000
REGAL ENTERTAINMENT GROUP
5.750% Senior Notes Due 2022
FIRST AMENDMENT TO UNDERWRITING AGREEMENT
March 6, 2014
CREDIT SUISSE SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
DEUTSCHE BANK SECURITIES INC.
WELLS FARGO SECURITIES, LLC
As Representatives of the Several Underwriters,
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue,
New York, N.Y. 10010-3629
This FIRST AMENDMENT TO UNDERWRITING AGREEMENT (this Amendment) is made and entered into as of March 6, 2014, by and among Regal Entertainment Group, a Delaware corporation (the Company), and Credit Suisse, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC (the Underwriters and together with the Company, the Parties).
RECITALS
WHEREAS, the Parties entered into a certain Underwriting Agreement dated as of February 25, 2014 (the Agreement); and
WHEREAS, the Parties desire to amend the Agreement in certain respects;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Schedule A of the Agreement is hereby amended to replace the Schedule A therein in its entirety with the Schedule A attached hereto.
2. Except as expressly amended by the terms of this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.
3. This Amendment may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.
[Signatures on following page.]
If the foregoing Amendment is in accordance with the Underwriters understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the Underwriters in accordance with its terms.
| Very truly yours, | ||
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| REGAL ENTERTAINMENT GROUP | ||
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| By: | /s/ David H. Ownby | |
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| Name: | David H. Ownby |
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| Title: | Executive Vice President, Chief |
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| Financial Officer and Treasurer |
[First Amendment to Underwriting Agreement]
The foregoing Amendment is hereby confirmed and accepted as of the date first above written. |
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CREDIT SUISSE SECURITIES (USA) LLC |
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By: | /s/ Jeb Slowik |
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| Name: Jeb Slowik |
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| Title: Managing Director |
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BARCLAYS CAPITAL INC. |
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By: | /s/ Vanessa Roberts |
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| Name: Vanessa Roberts |
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| Title: Managing Director |
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MERRILL LYNCH, PIERCE, FENNER & SMITH |
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INCORPORATED |
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By: | /s/ William A. Bowen Jr. |
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| Name: William A. Bowen Jr. |
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| Title: Managing Director |
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DEUTSCHE BANK SECURITIES INC. |
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By: | /s/ Manfred Affenzeller |
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| Name: Manfred Affenzeller |
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| Title: Director |
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By: | /s/ Kevin Gibbs |
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| Name: Kevin Gibbs |
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| Title: Director |
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WELLS FARGO SECURITIES, LLC |
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By: | /s/ David R. Keatley |
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| Name: David R. Keatley |
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| Title: Managing Director |
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[First Amendment to Underwriting Agreement]
SCHEDULE A
Underwriter |
| Principal Amount of |
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Credit Suisse Securities (USA) LLC |
| $ | 387,500,000 |
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Barclays Capital Inc. |
| 116,250,000 |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| 116,250,000 |
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Deutsche Bank Securities Inc. |
| 77,500,000 |
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Wells Fargo Securities, LLC |
| 77,500,000 |
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Total |
| $ | 775,000,000 |
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