In re Cineworld Group plc (Case No.

22-90168) (MI)

September 8, 2022

United States Bankruptcy Court for the Southern District of Texas

Judge Marvin Isgur

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 The Storyboard
SCENE: 1 SCENE: 2 SCENE: 3
Cast and Crew The Opening The Plot Twist

‒ Executive Management Team ‒ Corporate History ‒ COVID-19 Devastates Cinema

‒ Cineworld Group plc Board
‒ U.S. Subsidiary Boards and
Governance
‒ Ad Hoc Term Loan Group and
Advisors
‒ Business Overview Industry and Cineworld
‒ Prepetition Corporate and ‒ Massive Film Release and
Capital Structure Production Delays
‒ Rising Influence of Streaming
‒ Additional Business Headwinds

SCENE: 4 SCENE: 5
The Action The End

‒ Prepetition Negotiations ‒ Roll Credits

‒ Commencement of Ch 11 Cases
‒ Entry into DIP Financing Facility
‒ Key Milestones

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Cast and Crew
Cast and Crew | Stars
Cineworld Group plc (“TopCo”) – Executive Directors and Senior Management

Moshe (Mooky) Greidinger Israel Greidinger Nisan Cohen Renana Teperberg

Chief Executive Officer Deputy Chief Executive Officer Chief Financial Officer Chief Commercial Officer
First Day Declarant

Nigel Kravitz Matt Eyre Todd Boruff

General Counsel Chief Operations Officer, US SVP of Real Estate, US
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Cast and Crew | Directors
TopCo – Non-Executive Directors and Independent Directors

Alicja Kornasiewicz Dean Moore Damian Sanders Ashley Steel

Non-Executive Chair Senior Independent Director Independent Director Independent Director

Arni Samuelsson Camela Galano Scott Rosenblum

Independent Director Independent Director Non-Independent Director

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Cast and Crew | Directors (cont’d)
U.S. Subsidiaries – Independent Directors / Special Committee

• Crown Finance US, Inc. and 68 of its direct and indirect subsidiaries appointed Gary
Begeman, John Dionne, and Michael Leffell as independent directors (the “Subsidiary
Independent Directors”) to each of their respective boards.
• A special committee of the Subsidiary Independent Directors was appointed at each
such subsidiary.
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Cast and Crew | Film Crew
Debtor Advisors

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The Film Crew | Film Crew (cont’d)
TopCo Independent U.S. Subsidiaries
Director Counsel Independent Director Counsel

Rest of World
Counsel

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Cast and Crew | Film Crew (cont’d)
Ad Hoc Term Loan Group and Advisors

Advisors Group Members

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The Opening
The Opening | Corporate History
Cinema City

1947 – 1982 1982 – 2014

‒ Kalman Greidinger ‒ Further expansion in Israel
1930 –1947
takes over company (opening of Yes Planet cinemas)
‒ Moshe Greidinger opens the Ein Dor
‒ Chen Cinema opens ‒ Expansion to Bulgaria, Czech
in 1930
in 1982 as first Republic, Hungary, Poland,
‒ Armon Theatre opens in 1935 in Israeli multiplex Romania, and Slovakia
Haifa, Israel Cineworld merger widens
‒ 2006 IPO on Warsaw
‒ Early expansion in Israel Stock Exchange as
vision as Europe's second
Cinema City Int’l biggest cinema chain
The Guardian - Jan. 10, 2014

2014
‒ Cinema City International
merges with Cineworld (deal
based on enterprise
valuation of Cinema City of
approximately £503 million),
forming Europe’s second-
largest cinema chain
‒ Mooky CEO;
Israel Deputy CEO
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The Opening | Corporate History (cont’d)
1995 – 2007
‒ Steve Wiener opens first
Cineworld cinema in Stevenage,
Hertfordshire, England
‒ Expands chain to 34 locations
‒ The Blackstone Group purchases
Cineworld in 2004
‒ Cineworld completes IPO on
London Stock Exchange in 2007
Cineworld
2007 – 2019
‒ Cineworld executes on growth strategy, (a) acquiring
Picturehouse Cinemas in 2012 for $61.4 million,
(b) merging with Cinema City in 2014 (Cinema City
EV of £503 million), (c) acquiring five major theaters
from Empire Cinemas in 2016 for $124 million, and
(d) merging with Regal Entertainment Group in
2018 (implied EV of $5.8 billion)
‒ Cineworld becomes second-largest cinema
chain in the world, generating $4.37 billion
revenue in 2019
2020 – 2022
‒ Fallout from COVID-19
devastates business; recovery
slower than anticipated
‒ Cineplex merger terminates
‒ Cineworld files for chapter 11
protection to right-size balance
sheet and obtain fresh start
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The Opening | Corporate History (cont’d)
Regal Entertainment Group

1989 – 2001
‒ Mike Campbell opens first Regal
cinema in Titusville, FL
‒ Company based in Knoxville, TN
‒ Rapid growth through M&A
2001 – 2002
‒ Overspending to build megaplexes
and other industry headwinds lead
to wave of cinema bankruptcies
‒ Philip Anschutz purchases and
consolidates Regal with United
Artists and Edwards

COMPANY NEWS; REGAL CINEMAS, THEATER 2018

OPERATOR, FILES FOR BANKRUPTCY
‒ Cineworld merges with
New York Times - Oct. 13, 2001
Regal (implied enterprise
value of $5.8 billion),
United Artists Theatre Files for forming world’s second-
Bankruptcy Protection largest cinema chain

Wall Street Journal - Sept. 6, 2000 2002 – 2017

‒ Regal grows its portfolio to 561
cinemas in 43 states and territories
On the Bill at Edwards: Chapter 11
L.A. times - Aug. 23, 2000
‒ Modernizes technology and
expands offerings
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The Opening | Business Overview
Global Platform – 9,139 Screens; 747 Locations; 10 Countries; 5 Primary Brands
U.S. Business (69 Debtor Entities) U.K. Business (35 Debtor Entities) Rest of World Business (1 Debtor Entity)

UK & Ireland

United States
Poland
129
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Czech Screens: 1,022

505 Republic Sites: 103

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3 Slovakia

Screens: 1,107 Hungary 18

28 Romania
Sites: 103
Screens: 6,787
Bulgaria 7
Sites: 505

Screens: 93
Sites: 26 Screens: 130
Sites: 10

Israel 10

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The Opening | Business Overview (cont’d)
Dedicated Global Workforce

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The Opening | Business Overview (cont’d)
Technology Leadership – Regal Premium Experience ‒ RPX (U.S.) | Superscreen (U.K.)

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The Opening | Business Overview (cont’d)
Technology Leadership – IMAX

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The Opening | Business Overview (cont’d)
Technology Leadership – ScreenX

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The Opening | Business Overview (cont’d)
Technology Leadership – 4DX

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The Opening | Business Overview (cont’d)
Regal Benders Landing, Spring, TX

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The Opening | Business Overview (cont’d)
Industry-Leading Programs and Experiences

• Exclusive in the U.K., this state-of-the-art experience surrounds you with 270° projection
• Introduced to U.S. portfolio following Regal acquisition

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The Opening | Business Overview (cont’d)
National Cinema Day

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The Opening | Business Overview (cont’d)
2021 Revenue Breakdown ($1.22 billion)

REVENUE BY REVENUE BY
• Exclusive in the
OPERATING U.K., this state-of-the-art experience surrounds
SEGMENT you with 270°
OPERATING projection
REGION
• Introduced to U.S. portfolio following Regal acquisition

Advertising / Rest of World

Other
13%
16%

U.K. and
Ireland
Box Office 19%
53%
Retail
U.S.
31%
68%

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The Opening | Capital Structure
Prepetition Capital Structure

DEBTOR FINANCING FACILITIES

Facility Maturity Principal Amount Outstanding
Facilities Under Prepetition Priming Credit Agreement
Initial Priming Term B-1 Loan May 23, 2024 $544,553,219.00
Initial Priming Term B-2 Loan May 23, 2024 $110,800,000.00
Incremental Legacy Priming Term B-1 Loan May 23, 2024 $200,000,000.00
Facilities Under Prepetition Legacy Credit Agreement Ad Hoc Term Loan Group
Legacy USD Term Loan Feb. 28, 2025 $2,655,731,471.10
Legacy EUR Term Loan Feb. 28, 2025 $195,285,555.50
Incremental Legacy USD Term Loan Sept. 30, 2026 $633,601,236.90
Revolving Credit Facility Feb. 28, 2023 $456,570,870.60
Other Secured Facility
Midwest City Facility July 1, 2041 $11,900,000.00
Unsecured Facilities
Settlement Facility September 30, 2022 $56,843,757.50
Convertible Bonds April 16, 2025 $213,000,000.00
Total Debtor Funded Debt: $5,078,286,110.60

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The Opening | Capital Structure (cont’d)
Prepetition Capital Structure (cont’d)

NON-DEBTOR FINANCING FACILITIES

Facility Maturity Principal Amount Outstanding
RoW Credit Facility Dec. 30, 2023 $249,211,682.50
Israeli Loan June 30, 2025 $2,700,000.00
Polish Bank Overdraft N/A $10,500,000.00
Total Non-Debtor Funded Debt: $262,411,682.50

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The Opening | Corporate Structure
Simplified Corporate Structure Chart

Group plc
(UK)

Crown UK
HoldCo Limited
(UK)

Crown Finance Crown NL

US, Inc. UK Group Holdco B.V.
(DE) (43 Entities) (Netherlands)
(87 Entities) (36 Entities)
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The Opening | Corporate Structure (cont’d)
Simplified Corporate Structure Chart (cont’d)

Group plc
(UK)

U.S. Financing
Group
87 Entities Crown UK
69 Debtors HoldCo Limited
(UK)

Crown Finance Crown NL

US, Inc. UK Group Holdco B.V.
(DE) (43 Entities) (Netherlands)
(87 Entities) (36 Entities)
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The Opening | Corporate Structure (cont’d)
Simplified Corporate Structure Chart (cont’d)

Group plc
(UK)

U.K. Financing
Group
Crown UK 45 Entities
HoldCo Limited 36 Debtors
(UK)

Crown Finance Crown NL

US, Inc. UK Group Holdco B.V.
(DE) (43 Entities) (Netherlands)
(87 Entities) (36 Entities)
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The Opening | Corporate Structure (cont’d)
Simplified Corporate Structure Chart (cont’d)

Group plc
(UK)

RoW Financing
Group
Crown UK 36 Entities
HoldCo Limited 1 Debtor
(UK)

Crown Finance Crown NL

US, Inc. UK Group Holdco B.V.
(DE) (43 Entities) (Netherlands)
(87 Entities) (36 Entities)
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The Plot Twist
The Plot Twist | Causes of Chapter 11
Devastation of COVID-19 – Immediate Mass Theater Closures

Movie Crowds Stay Away.

Theaters Hope It’s Not for Good
New York Times - March 15, 2020

Regal Movie Chain Will Close

All 536 Theaters on Thursday
NPR – October 5, 2020

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The Plot Twist | Causes of Chapter 11 (cont’d)
Devastation of COVID-19 – Rolling Closures in 2020

COVID Initial Gradual Operations Film Delays and

Discovered Mass Closures Reopening with Limitations Regional Lockdowns
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The Plot Twist | Causes of Chapter 11(cont’d)
Devastation of COVID-19 – Industry-Wide Financial Decimation

Box Office Revenue in the U.S. and Canada: 1980–2021 (US$ Billions)

(81.45% ↓)

Lowest Since 1982

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The Plot Twist | Causes of Chapter 11(cont’d)
Devastation of COVID-19 – Cineworld Performance Tracks Industry

CINE Stock Price: 2017 – Present

• Stock Price
‒ 2019 High: 317.30 GBX
‒ 2020 Low: 24.76 GBX
(92.2% Decrease)
• Revenue
‒ 2019: $4.37 billion
‒ 2020: $852.3 million
(80.5% Decrease)
• Adjusted Profit (Loss) After Tax
‒ 2019: $293 million
‒ 2020: $(913.2) million
(411.67% Decrease)

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The Plot | Causes of Chapter 11 (cont’d)
Devastation of COVID-19 – Cineworld Performance Tracks Industry (cont’d)

Box Office Admissions

2019 2020 2021 1H 2022

275 million 54.4 million 95.3 million 80 million

Adjusted EBITDA (after lease payments)

$313.7 $800,000
million loss loss
$1.03 billion $54.4 million
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The Plot Twist | Causes of Ch 11(cont’d)
Massive Film Release and Production Delays

Original Release: Revised Release:

Original Release: May 2020 Revised Release: November 2020
March 2020 September 2020 June 2021
May 2021
Original Release: Revised Release:
April 2020 November 2020
April 2021
September 2021

Avatar Sequels Filming Indefinitely

Delayed Due to Coronavirus
IGN - March 18, 2020 Hollywood Productions Halted as
Omicron hinders Hollywood’s Covid-19 Emerges on Sets Again
return to business
Wall Street Journal - July 29, 2021

Los Angeles Times - January 5, 2022

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The Plot Twist | Causes of Ch 11(cont’d)
Massive Film Release and Production Delays (cont’d)

• Film production and release delays

have continued to cause disruption
in 2022.
• A weak film slate in the second half
of 2022, and the underperformance
of certain films, has been a key driver Original Release: Original Release:
of Cineworld’s sudden liquidity crisis. April 2022 December 2022
Revised Release: Revised Release:
June 2023 December 2023

Films Released Year-Over-Year

2018 2019 2020 2021
New Feature Films 738 860 319 370
Re-Releases 56 67 10 11
Large Format Releases 49 42 11 18
3D Film Releases 33 33 3 9
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The Plot Twist | Causes of Ch 11(cont’d)
Rising Influence of Streaming

Direct to Home Direct to Home

Entertainment Entertainment

Direct to Home Direct to Home

Entertainment Entertainment

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The Plot Twist | Causes of Chapter 11(cont’d)
Cineworld Responds – Robust Cost-Saving and Liquidity-Enhancing Measures

Incremental Financing

March 2020 May 2020 November 2020 March 2021

- Cineworld closes - Deal with RCF lenders to: - Deal with Term Loan - Issuance of a $213 million convertible bond due 2025.
theaters lenders to provide a new
• waive June 2020 net leverage
worldwide in $450 million superpriority
response to the
covenant;
delayed-draw term loan July 2021
COVID-19 • increase December 2020 net facility due May 2024. - Deal with existing lenders to provide a new
pandemic and leverage covenant; and $200 million incremental priming term loan
- Deal with RCF lenders to
furloughs a • obtain an incremental $110.8 facility due May 2024
extend maturity under
majority of its million of revolver availability due
$110.8 million revolving
global workforce. December 2020. September 2021
credit facility until May
- Group begins to - Deal with private institutional 2024. - Entry into Settlement
develop and lenders for a new $250 million
- $810.8 million liquidity Facility to finance
implement critical private placement secured debt
raised in 2020 to bridge obligations owing under
cost-saving facility for RoW operations.
the pandemic. Regal appraisal litigation
measures (below). settlement

2020 2021

Cost-Saving Measures
a) furloughing the majority of the global workforce e) deferring board and executive compensation payments
b) negotiating long-term rent deferrals, rent abatements, and new lease agreements f) curtailing capital expenditures
with landlords
g) suspending dividends
c) closing certain underperforming cinemas
h) accessing government grants through the U.S. CARES Act and otherwise
d) negotiating with key suppliers to reduce costs and implement payment plans working with government bodies across operating regions to obtain relief
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The Plot Twist | Causes of Chapter 11(cont’d)
Additional Business Headwinds – Cineplex and Regal Lawsuits

Cineworld pays $170 mln

Cineplex awarded $1.24
to Regal investors unhappy
billion in damages in takeover
suit, Cineworld to appeal
with 2017 buyout
Reuters - September 10, 2021
Global News - December 15, 2021

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The Action
The Action | DIP Financing
Proposed Debtor-in-Possession Financing

• The lack of content created an urgent and sudden need to access liquidity beginning in early August. As of the Petition Date, the
Debtors have approximately $4 million of cash on hand.

• Through extensive, arm’s-length negotiations, the Debtors reached an agreement with the Ad Hoc Term Loan Group on the terms
of a $1.935 billion senior secured superpriority term loan facility (the “DIP Facility”) and consensual use of cash collateral.

KEY TERMS KEY DIP MILESTONES

$1.935 billion October 6, 2022 November 21, 2022 Feb 22, 2023
Entry of Final Debtors must either file (a) Outside date for Sale Maturity
$1.785 billion DIP Order chapter 11 plan or (b) sale motion Hearing (as applicable) Earlier of (a) 12 months following the
Petition Date (with option for three 1
Interim • $514 million in new money working capital
month extensions); (b) Plan Effective
Basis • $271 million to effectuate RoW Loan Transaction Jan 5, 2023 Feb 28, 2023
Date; (c) Sale Consummation; or (d)
Facility Entry of DS Order Entry of
• $1.0 billion for Priming Loan Refinancing Payment in full of DIP Facility
Confirmation Order

Final
$150 million drawn upon final DIP approval 2022 2023
Basis

Borrower Crown Finance US, Inc. KEY ECONOMICS

SOFR + 10.00% (subject to an additional 10 bps CSA and a SOFR floor of 1.00%), paid monthly
Prepetition First Lien Secured Parties shall receive: in arrears
Interest Rate
• Replacement liens over the DIP Collateral, junior only to the
Incremental default interest rate margin of 2.00%
Carve-Out, the DIP Liens, and the Permitted Liens;
Adequate • Super-priority administrative expense claims subject to the Backstop Fee 4.00%
Protection Carve-Out and the DIP Superpriority Claim;
Yield Payment 2.00%
• Accrual of interest at the default rate under the Prepetition
Legacy Credit Agreement for the duration of the Chapter 11 Exit Fee 1.00%
Cases
Extension Fee 1.00% per each extension

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 Special Thanks To
Judge Marvin Isgur
Chambers and Court Staff
The United States Trustee

Starring
Mooky Greidinger (CEO)
Israel Greidinger (Deputy CEO)
Nisan Cohen (CFO)
Renana Teperberg (CCO)
Nigel Kravitz (GC)
Matt Eyre (COO, US)
Todd Boruff (SVP of RE, US)

Directed By
Dean Moore (TopCo Senior Independent Director)
Arni Samuelsson (TopCo Independent Director)
Camela Galano (TopCo Independent Director)
Damian Sanders (TopCo Independent Director)
Ashley Steel (TopCo Independent Director)
- and -
Alicja Kornasiewicz (TopCo Non-Executive Chair)
Scott Rosenblum (TopCo Non-Independent Director)
- and -
Gary Begeman (Subsidiary Independent Director)
John Dionne (Subsidiary Independent Director)
Michael Leffell (Subsidiary Independent Director)

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