COLUMBUS, GA and DALLAS, TX – October 1, 2012 -- Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3-D motion picture exhibitor, today announced the signing of a definitive agreement to purchase 16 entertainment complexes with an aggregate of 251 screens based in seven states and 13 individual markets from Rave Reviews Cinemas, LLC, a portfolio company of BV Investment Partners (Rave). The purchase price consists of $19 million in cash, subject to customary working capital adjustments, and $100.4 million of assumed lease obligations, comprised of capital leases and financing obligations. The acquisition will add Adjusted EBITDA of $23.6 million on a pro forma basis for the twelve months ended June 28, 2012. A reconciliation of net income to Adjusted EBITDA is included in this press release.
Carmike Cinemas President and Chief Executive Officer David Passman stated, "The addition of these 16 state-of-the-art theatres and 251 screens from Rave is a key, opportunistic development for Carmike as we recently embarked on a corporate mission of expanding our footprint to 300 theatres and 3,000 screens through attractive acquisitions. Importantly, seven of these theatres are leaders in their respective markets and another four are the number two box office generators in their region. The average age of the properties we are acquiring is only eight years so we expect limited maintenance capital expenditure requirements on the facilities over the near-term. We also look forward to enthusiastically welcoming the Rave associates at these theatres to the growing Carmike family."
The 16 theatres are currently managed by Rave Cinemas, LLC under the "Rave Motion Pictures" brand. All 251 auditoriums are state-of-the-art with full digital projection and stadium seating. Approximately 40% of the screens are 3-D-capable and seven theatres include IMAX® large format screens. Carmike already has 14 Big D large format digital experience screens in place throughout the country. Of the 16 theatres being acquired, six are located in Alabama, four in Florida, two in Indiana, and one each in Illinois, Pennsylvania, Tennessee and Texas. All 251 screens are participants in the Screenvision Cinema Network.
The following table lists the theatres being acquired.
State Market Theatre State Market Theatre
AL Birmingham Lee Branch 15 FL Pensacola Pensacola 18
AL Birmingham Patton Creek 15* FL Port St. Lucie Port St. Lucie 14
AL Birmingham Vestavia Hills 10 IN Fort Wayne Jefferson Point 18*
AL Daphne Jubilee Square 12 IN Indianapolis Metropolis 18
AL Huntsville Valley Bend 18* IL Peoria Grand Prairie 18*
AL Orange Beach Wharf 15 PA Allentown Promenade 16*
FL Melbourne Avenue 16 TN Chattanooga East Ridge 18*
FL Pensacola Bayou 15* TX Houston Yorktown 15
* Denotes theatre with an IMAX auditorium
Carmike expects to complete the acquisition in the fourth quarter, subject to customary closing
conditions. The assumed lease obligations are subject to customary accounting adjustments to reflect the
acquisition date fair value of such obligations.
Macquarie Capital acted as financial advisor and King & Spalding LLP acted as legal counsel to Carmike
Cinemas in this transaction. Foros acted as financial advisor and Ropes & Gray LLP acted as legal
counsel to Rave Reviews Cinemas in this transaction.
(SOURCE: CARMIKE CINEMAS)
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