Regal Entertainment Group (NYSE:RGC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On November17, 2016, Regal Entertainment Group (the Company)
entered into anunderwriting agreement(the Underwriting Agreement)
with UBS Securities LLC (theUnderwriter) and The Anschutz
Corporation and its affiliate, AFIC II LLC (collectively, the
Selling Stockholders). to the Underwriting Agreement, the Selling
Stockholders agreed to sell 13,000,000 shares of the Companys
ClassA common stock, par value $0.001 per share (the Shares), to
the Underwriter at a price of $22.95 per share (theOffering). The
Company will not receive any proceeds from the sale of the Shares
by the Selling Shareholders.

The Underwriting Agreement contains customary representations,
warranties and covenants, indemnification and contribution
obligations and other terms and conditions customary in
agreements of this type.

The Offering was made to a prospectus supplement, dated
November17, 2016, to the prospectus dated August28, 2015 that was
included in the Companys effective shelf registration statement
(Reg. No.333-206656) (the Registration Statement) relating to
shares of the Companys ClassA common stock.

A copy of theUnderwriting Agreementis attached hereto as
Exhibit1.1 and is incorporated by reference herein. The foregoing
description of the terms of theUnderwriting Agreementis qualified
in its entirety by reference to Exhibit1.1.

Item 8.01 Other Events.

Attached hereto, and incorporated by reference to the
Registration Statement, is the opinion of Hogan Lovells US LLP
relating to the legality of the Shares.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

About Regal Entertainment Group (NYSE:RGC)

Regal Entertainment Group (Regal) operates a theatre circuit in the United States. The Company operates in the segment of theatre exhibition operations. It develops, acquires and operates multi-screen theatres in mid-sized metropolitan markets and suburban growth areas of metropolitan markets throughout the United States. It operates its theatre circuit using its Regal Cinemas, United Artists, Edwards, Great Escape Theatres and Hollywood Theaters brands through its subsidiaries. Its multi-screen theatre complexes contain 10 to 18 screens, each with auditoriums ranging from 100 to 500 seats. In addition, its theatres feature amenities, such as wall-to-wall and floor-to-ceiling screens, Sony Digital Cinema 4K projection systems; three-dimensional (3D) digital projection systems, IMAX, and screen format, RPX. Its theatre circuit consists of over 7,360 screens in approximately 570 theatres in over 40 states. It operates multi-screen theatres and has over 12.9 screens per location.

Regal Entertainment Group (NYSE:RGC) Recent Trading Information

Regal Entertainment Group (NYSE:RGC) closed its last trading session 00.00 at 23.69 with 4,399,005 shares trading hands.