$775,000,000 REGAL ENTERTAINMENT GROUP 5.750% Senior Notes Due 2022 FIRST AMENDMENT TO UNDERWRITING AGREEMENT

Contract Categories: Business Finance - Underwriting Agreements
EX-1.1 2 a14-7606_1ex1d1.htm EX-1.1

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,

 

 

 

REGAL ENTERTAINMENT GROUP

 

 

 

By:

/s/ David H. Ownby

 

 

Name:

David H. Ownby

 

 

Title:

Executive Vice President, Chief

 

 

 

Financial Officer and Treasurer

 

[First Amendment to Underwriting Agreement]

 



 

The foregoing Amendment is hereby confirmed and accepted as of the date first above written.

 

 

 

CREDIT SUISSE SECURITIES (USA) LLC

 

 

 

By:

/s/ Jeb Slowik

 

 

Name: Jeb Slowik

 

 

Title: Managing Director

 

 

 

BARCLAYS CAPITAL INC.

 

 

 

By:

/s/ Vanessa Roberts

 

 

Name: Vanessa Roberts

 

 

Title: Managing Director

 

 

 

 

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

 

INCORPORATED

 

 

 

By:

/s/ William A. Bowen Jr.

 

 

Name: William A. Bowen Jr.

 

 

Title: Managing Director

 

 

 

 

 

DEUTSCHE BANK SECURITIES INC.

 

 

 

By:

/s/ Manfred Affenzeller

 

 

Name: Manfred Affenzeller

 

 

Title: Director

 

 

 

By:

/s/ Kevin Gibbs

 

 

Name: Kevin Gibbs

 

 

Title: Director

 

 

 

 

 

WELLS FARGO SECURITIES, LLC

 

 

 

By:

/s/ David R. Keatley

 

 

Name: David R. Keatley

 

 

Title: Managing Director

 

 

[First Amendment to Underwriting Agreement]

 



 

SCHEDULE A

 

Underwriter

 

Principal Amount of
Offered Securities

 

Credit Suisse Securities (USA) LLC

 

$

387,500,000

 

Barclays Capital Inc.

 

116,250,000

 

Merrill Lynch, Pierce, Fenner & Smith Incorporated

 

116,250,000

 

Deutsche Bank Securities Inc.

 

77,500,000

 

Wells Fargo Securities, LLC

 

77,500,000

 

 

 

 

 

Total

 

$

775,000,000