REGAL ENTERTAINMENT GROUP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-02-28: Form 8-K; Period of report 2018-02-28; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2018-02-28: Form 8-K; Period of report 2018-02-28; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2018-02-12: Form 8-K; Period of report 2018-02-12; Description 8.01 Other Events; Details 8.01.
- 2018-02-07: Form 8-K; Period of report 2018-02-07; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-02-28 | 8-K | 2018-02-28 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 1.02 In connection with the consummation of the Merger, on February 28, 2018, all amounts outstanding under the Existing Senior Credit Facility were repaid in full, and the Existing Senior Credit Facility was terminated. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | a18-7252_28k.htm |
| 2018-02-28 | 8-K | 2018-02-28 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On February 28, 2018, the Merger was consummated and, in accordance with the Merger Agreement, each Share that was issued and outstanding on February 28, 2018 (other than Shares held in the treasury of the Company or owned by the Company, any subsidiary of the Company, Cineworld, US Holdco, Merger Sub or any other subsidiary of Cineworld immediately prior to the Effective Time (all of which were cancelled) and Shares held by holders who have properly exercised and perfected appraisal rights under Delaware law) was automatically converted into the right to receive the Merger Consideration. 3.01 In connection with the Merger, the Company notified The New York Stock Exchange (“NYSE”) on February 28, 2018 of the consummation of the Merger. 3.03 The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information set forth in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 Pursuant to the Merger Agreement, as of the Effective Time, each of Thomas D. Bell, Jr., Charles E. Brymer, Michael L. Campbell, Stephen A. Kaplan, David H. Keyte, Amy E. Miles, Lee M. Thomas, Jack Tyrrell and Alex Yemenidjian resigned as directors of the board of directors of the Company (the “Company Board”) and any subsidiary of the Company (a “Subsidiary Board”) on which such directors served and from all committees of the Company Board and any Subsidiary Board on which such directors served. 5.03 Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, the certificate of incorporation and bylaws of the Company, as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, and such amended and restated certificate of incorporation and amended and restated bylaws became the certificate of incorporation and bylaws, respectively, of the Company (as the surviving corporation). | a18-7252_18k.htm |
| 2018-02-12 | 8-K | 2018-02-12 | 8.01 Other Events | 8.01 As previously disclosed, (i) on December 5, 2017, Regal Entertainment Group, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cineworld Group plc, a public limited company incorporated in England and Wales (the “Parent”), Crown Intermediate Holdco, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Parent (“US Holdco”), and Crown Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of US Holdco (the “Merger Sub”), pursuant to which it is proposed that the Merger Sub will merge with and into the Company, with the Company surviving the merger as an indirect wholly owned subsidiary of Parent (the “Merger”), and (ii) on January 29, 2018 a purported class action complaint relating to the Merger, captioned Baldassano v. | a18-5854_18k.htm |
| 2018-02-07 | 8-K | 2018-02-07 | 8.01 Other Events | 8.01 On February 7, 2018, Regal Entertainment Group (“the Company”) announced that the record date and payment date for its recently announced cash dividend has changed. | a18-5627_18k.htm |
| 2018-02-06 | 8-K | 2018-02-06 | 8.01 Other Events | 8.01 On February 6, 2018, Regal’s board of directors declared a cash dividend in the amount of $0.22 per share of Class A and Class B common stock, payable on February 21, 2018 to the Class A and Class B common stockholders of record on February 9, 2018. | a18-5509_18k.htm |
| 2018-02-02 | 8-K | 2018-02-01 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 As previously disclosed, on December 5, 2017, Regal Entertainment Group, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cineworld Group plc, a public limited company incorporated in England and Wales (the “Parent”), Crown Intermediate Holdco, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Parent (“US Holdco”), and Crown Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of US Holdco (the “Merger Sub”). 8.01 On February 2, 2018, at a meeting of Parent’s stockholders, such stockholders approved the Merger and the rights offering to be conducted by the Parent to partially finance the Merger (the “Parent Stockholder Approval”). | a17-28664_28k.htm |
| 2018-01-23 | 8-K | 2018-01-23 | 8.01 Other Events | 8.01 A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a17-27668_68k.htm |
| 2018-01-16 | 8-K | 2018-01-16 | 2.02 Results of Operations and Financial Condition | 2.02 On January 16, 2018, Regal Entertainment Group (the “Company”) issued a press release providing certain preliminary, unaudited box office revenue, concession revenue, attendance and related information for fiscal 2017, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | a17-27668_58k.htm |
| 2018-01-12 | 8-K | 2018-01-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a17-27668_48k.htm | |
| 2018-01-10 | 8-K | 2018-01-08 | 8.01 Other Events | 8.01 On January 8, 2018, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the proposed merger (the “Merger”) of Crown Merger Sub, Inc. (the “Merger Sub”) with and into Regal Entertainment Group (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of December 5, 2017 (the “Merger Agreement”), by and among the Company, Cineworld Group plc (the “Parent”), Crown Intermediate Holdco, Inc. and the Merger Sub. | a17-27668_38k.htm |