Cineworld Group plc (LSE:CINE) (“Cineworld”) entered into agreement and plan of merger to acquire Regal Entertainment Group (NYSE:RGC) (“Regal”) from The Anschutz Corporation and other shareholders for $3.6 billion on December 5, 2017. Under the terms of the transaction, Regal stockholders will receive $23 in cash for each share of Class A and Class B common stock, all the unvested restricted shares will be cancelled and converted into right to receive $23 and all the unvested performance share awards will be vested, cancelled and converted into right to receive an amount equal to sum dividends and product of outstanding number with $23 consideration. The transaction is pursuant to the confidentiality agreement between Cineworld and Regal signed on October 4, 2017. The agreement includes a go shop period, during which Regal, with the assistance of its financial advisor, will actively solicit, evaluate and potentially enter into negotiations with third parties that offer competing proposals to acquire Regal. The go shop period expires January 22, 2018. Cineworld will fund the acquisition of Regal through approximately $4 billion of new senior secured term loan facility debt facilities, $300 million senior secured revolving credit facility, approximately $2.3 billion equity raise by way of a rights issue and existing cash on balance sheet. Barclays Bank plc and HSBC Bank plc have each agreed to provide debt financing for the transactions. On January 17, 2018, Cineworld announced a fully underwritten rights issue, which is intended to raise proceeds of approximately $2.3 billion to be used to fund part of the cash consideration for the acquisition. Prospects for the rights issue was approved by the Financial Conduct Authority. Following completion, Regal will be a wholly owned indirect subsidiary of Cineworld. In the event of termination of the transaction, Cineworld may be liable to pay a termination fee of $20.15 million. In addition, Global City Holdings will be liable to pay a termination fee of $75 million under certain circumstances. In the event of termination by Regal, Regal will be liable to pay a maximum termination fee of $95.15 million; the termination fee by Regal will be lowered to $36.27 million in case termination relates to an acquisition proposal initially submitted prior to the expiration of the go-shop period while the termination fee will be lowered to $75 million in case the deal is not consummated by June 5, 2018 however in certain other circumstances, it could be lowered to $20.15 million. The Board of the combined company will be the current Cineworld Board. The combined company headquarters and registered office will be the current registered office of Cineworld. All the employees of Regal will become employees of Cineworld under the terms of the transaction. The transaction is subject to regulatory review, expiry or early termination of any applicable waiting period applicable to the acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, listing of new shares pursuant to the right issue, approval by the shareholders of Regal and Cineworld and other customary closing conditions. The transaction has been approved unanimously by Regal’s and Cineworld’s Boards of Directors. 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 of February 2, 2018, Cineworld shareholders approved the transaction. The Anschutz Corporation has signed a voting and support agreement to support the transaction. Global City Holdings and the trustee of trusts of which Cineworld’s Chairman, Anthony Bloom have signed irrevocable undertakings to vote in favor of the transaction. The go-shop period pursuant to the terms of the agreement expired on January 22, 2018. Regal did not receive any alternative acquisition proposals during the go-shop period. The deal is expected to close in the first quarter of 2018. As per announcement made on February 2, 2018, the transaction is expected to close on or prior to March 2, 2018. The deal is expected to be strongly accretive to earnings in the first full year following completion (fiscal year 2019) for Cineworld. Makram Azar, Daniel Ross, Mark Astaire and James Colburn of Barclays Bank PLC and Philip Noblet, Noam Kleinfeld, Mark Dickenson and Sam Barnett of HSBC Bank plc along with N M Rothschild & Sons Limited acted as financial advisors for Cineworld Group. Keith Trammell, Andrew Bonnes, Mark Borden, Lily Brown, Leon Greenfield, Paul Jakubowski, Jeff Johnson, Scott Kilgore, Justin Ochs, Julie Hogan Rodgers, Knute Salhus, John Sigel and Kim Wethly of Wilmer Cutler Pickering Hale and Dorr LLP as well as Harry Coghill and Max Mittasch of Macfarlanes LLP acted as legal advisors for Regal Entertainment Group. David Friedman, James McDonald, Erica Schohn, Stephanie Teicher, Sally Thurston and Ann Beth Stebbins of Skadden, Arps, Slate, Meagher & Flom LLP along with Guy O’ Keefe, Ed Fife David Johnson, Charlotte Ferard, Andy Ryde, Francesca Harris, Emma Girot, Zahra Haji, Mike Lane, Sarah Osprey, Alex Dustan, Emma Primrose, Chris Connolly, Luke Rowland, Stephen Ralf, Matthew Atkinson, Richard Bach, Alex Cooper, Steve Dempsey, Kieran Turton, Gareth Miles and Jamshed Bilimoria of Slaughter and May as well as Abbe L. Dienstag, Peter G. Smith, Jeffrey H. Taub, Nathan Hyman, Neil R. Tucker, Kenneth Chin, Drew Allen, Robert N. Holtzman, Sarah Hanson, Avram J. Cahn, Erica D. Klein, Jane Gross, Daniel B. Goldman, Samantha V. Ettari, Evie Spanos, Samuel B. Shepson, Toni L. Finger and Julia A. Quigley of Kramer Levin Naftalis & Frankel LLP acted as legal advisors to Cineworld Group. Chris Sim, George Price, Jonathan Wynn and Robert Baker of Investec Bank plc acted as brokers for Cineworld Group. Morgan Stanley & Co. LLC acted as financial advisor to Regal. In connection with the transaction, Regal agreed to pay Morgan Stanley a fee of approximately $47 million for its services, of which approximately $37.5 million is contingent upon closing and $9.5 million upon delivery of its opinion. Clifford Chance LLP acted as legal advisor for Cineworld Group plc. Tom Brassington, Mark Kurtenbach, Keith Flaum, Chalyse Robinson, Joe Platt, Gabriel Shapiro and Nathan Moore of Hogan Lovells acted as legal advisors to The Anschutz Corporation. Cineworld Group plc (LSE:CINE) completed the acquisition of Regal Entertainment Group (NYSE:RGC) from The Anschutz Corporation and other shareholders on February 28, 2018. Pursuant to the Merger Agreement, 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 Regal to be replaced by Nisan Cohen as President and Chief Executive Officer, Vincent Fusco as Senior Vice President, Chief Financial Officer and Treasurer and Scott Rosenblum as Secretary. The Board size has been reduced to three Directors. Regal common stock trade on the exchange will be suspended prior to the open of trading on March 1, 2018.