8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 4, 2013

Carmike Cinemas, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-14993	58-1469127
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1301 First Avenue, Columbus, Georgia	31901
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (706) 576-3400

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 4, 2013, Carmike Cinemas, Inc. (the “Corporation”) entered into a second amendment (the “Amendment”) to its credit agreement (the “Credit Agreement”), dated as of April 27, 2012, and as amended by the first amendment dated September 28, 2012, by and among the Corporation, as borrower, the banks and other financial institutions or entities from time to time parties thereto, as lenders, and Macquarie US Trading LLC as the administrative agent and syndication agent.

The Amendment amends the Credit Agreement’s limitations on the indebtedness, liens and financing obligations that may be incurred or assumed by the Corporation and its subsidiaries, in each case to specifically permit certain lease obligations, including certain lease obligations being assumed in connection with the closing of the Acquisition (as defined below).

The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The administrative agent and syndication agent and lenders, together with their affiliates, are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The administrative agent and syndication agent and lenders and/or their affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Corporation, for which they received or will receive customary fees and expenses.

Item 7.01. Regulation FD Disclosure.

On November 4, 2013, the Corporation issued a press release announcing the signing of a definitive agreement to purchase nine entertainment complexes with an aggregate of 147 screens located in Florida, California and Illinois from Muvico Entertainment, L.L.C. (the “Acquisition”), which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit 10.1	Second Amendment, dated as of November 4, 2013, to the Credit Agreement, dated as of April 27, 2012, and as amended by the first amendment dated September 28, 2012, by and among Carmike Cinemas, Inc., as borrower, the banks and other financial institutions or entities from time to time parties thereto, as lenders, and Macquarie US Trading LLC as administrative agent and syndication agent.
Exhibit 99.1	Press Release dated November 4, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARMIKE CINEMAS, INC.
Date: November 5, 2013	By:	/s/ Daniel E. Ellis
		Daniel E. Ellis
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Second Amendment, dated as of November 4, 2013, to the Credit Agreement, dated as of April 27, 2012, and as amended by the first amendment dated September 28, 2012, by and among Carmike Cinemas, Inc., as borrower, the banks and other financial institutions or entities from time to time parties thereto, as lenders, and Macquarie US Trading LLC as administrative agent and syndication agent.
Exhibit 99.1	Press Release dated November 4, 2013.

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT, dated as of November 4, 2013 (this “Amendment”), to the Credit Agreement, dated as of April 27, 2012, among Carmike Cinemas, Inc., a Delaware corporation (the “Borrower”), Macquarie US Trading LLC., as administrative agent (in such capacity, the “Administrative Agent”) and syndication agent and the several Lenders from time to time party thereto (as amended by the First Amendment dated as of September 28, 2012 among the Borrower, the Administrative Agent, and the Lenders party thereto, and as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Borrower has requested certain amendments to the Credit Agreement with respect to certain lease obligations as set forth herein; and

WHEREAS, the Lenders and the Administrative Agent are willing to agree to such amendments to the Credit Agreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Required Lenders and the Administrative Agent hereby agree as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.

SECTION 2. Amendments to Section 1.1 (Defined Terms).

Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical order:

“Hickory Creek Lease Obligations”: collectively, all Financing Obligations and Capital Lease Obligations of the Borrower and its Subsidiaries arising in connection with any amendments entered into in respect of the Lease Agreement dated as of December 7, 2000, originally between Buttered (TX) LP, a Delaware limited partnership, as Landlord, and Rave Reviews Hickory Creek I, L.P., a Delaware limited partnership, as Tenant, that would cause the obligations of the Borrower or any Subsidiary pursuant to such Lease Agreement to become Financing Obligations or Capital Lease Obligations as defined in this Agreement.

“Muvico Lease Obligations”: collectively, all Financing Obligations and Capital Lease Obligations of the Borrower and its Subsidiaries arising upon or after the assignment by Muvico Entertainment, L.L.C. (“Muvico”) to the Borrower or any of its Subsidiaries of Muvico’s rights and interests in respect of its leases of the following theatre properties: (1) Starlight 20 theatre located at 18002 Highwood Preserve Parkway, Tampa, Florida 33647; (2) Broward 18 theatre located at 2315 North Federal Highway, Pompano Beach, Florida 33062; and (3) Palm Harbor 10 theatre located at 37912 U.S. Highway 19N, Palm Harbor, Florida 34684.

“Second Amendment”: Second Amendment to Credit Agreement dated as of November 4, 2013, among the Borrower, the Administrative Agent, and certain Lenders then constituting the Required Lenders.

“Specified Lease Obligations”: collectively, the Rave Lease Obligations, the Muvico Lease Obligations and the Hickory Creek Lease Obligations.

SECTION 3. Amendments to Section 7.2 (Indebtedness). Section 7.2 of the Credit Agreement is hereby amended by amending and restating clause (b) thereof in its entirety as follows:

(b) Indebtedness of any Loan Party pursuant to the Senior Secured Notes and the Specified Lease Obligations, in each case together with any Permitted Refinancing Indebtedness in respect thereof;

SECTION 4. Amendments to Section 7.3 (Liens). Section 7.3 of the Credit Agreement is hereby amended by amending and restating clause (i) thereof in its entirety as follows:

(i) any interest or title of a lessor under (A) any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased and (B) any lease evidencing any Specified Lease Obligations;

SECTION 5. Amendments to Section 7.16 (Financing Obligations). Section 7.16 of the Credit Agreement is hereby amended by amending and restating such Section 7.16 in its entirety as follows:

7.16. Financing Obligations. Permit the aggregate amount of Financing Obligations (other than the Specified Lease Obligations) of the Borrower and its Subsidiaries incurred or created after the date hereof to exceed, at any one time, the greater of (a) the aggregate amount of Financing Obligations permitted under the Senior Secured Notes Indenture and (b) $25,000,000.

SECTION 6. Representations and Warranties. In order to induce the Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party party hereto represents and warrants to the Lenders and the Administrative Agent that the following statements are true and correct in all respects:

a. Power and Authority. Each Loan Party has the power and authority, and the legal right, to make, deliver and enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”) and the other Loan Documents.

b. Authorization of Agreements. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment, the Amended Agreement and the other Loan Documents.

c. Governmental Consents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution and delivery by each Loan Party of this Amendment and the performance by the Borrower of the Amended Agreement and the

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other Loan Documents or with the execution, delivery, performance, validity or enforceability of this Amendment or the Amended Agreement or any of the Loan Documents, except consents, authorizations, filings and notices described in Schedule 1, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect except as otherwise noted on such Schedule 1.

d. Binding Obligation. This Amendment has been duly executed and delivered on behalf of each Loan Party party hereto. This Amendment constitutes a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

e. No Legal Bar. The execution, delivery and performance of this Amendment, the Amended Agreement and the other Loan Documents will not violate any Requirement of Law or any Contractual Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

f. Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties set forth in Section 4 of the Credit Agreement, and in each of the other Loan Documents, are true and complete in all material respects on the date hereof as if made on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date, and except as to changes otherwise expressly permitted by the terms of the Loan Documents), and as if each reference in said Section 4 to “this Agreement” included reference to this Amendment and the Amended Agreement.

g. Absence of Default. No Default or Event of Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.

SECTION 7. Conditions Precedent. The amendments set forth in Sections 2 through 5 hereof shall become effective (the “Amendment Effective Date”) upon satisfaction of the following conditions:

a. Execution. The Administrative Agent shall have received counterparts of this Amendment executed and delivered by the Administrative Agent, the Borrower, the Loan Parties and the Lenders party to the Credit Agreement constituting the “Required Lenders” thereunder.

b. Fees and Expenses. On or before the Amendment Effective Date the Administrative Agent shall have received all fees and expenses required to be paid on or before the Amendment Effective Date, including, without limitation, the reasonable fees and disbursements of legal counsel.

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c. Necessary Consents. Each Loan Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment.

d. Other Documents. The Administrative Agent and Lenders shall have received such other documents, information or agreements regarding the Loan Parties as the Administrative Agent or Collateral Trustee may reasonably request.

SECTION 8. Acknowledgement and Consent. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document).

Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date, and except as to changes otherwise expressly permitted by the terms of the Loan Documents.

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement

SECTION 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10. Miscellaneous.

a. Reference to and Effect on the Credit Agreement and the other Loan Documents.

i. Except as provided herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

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ii. The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.

b. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

c. Counterparts. This Amendment may be executed by the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by e-mail, facsimile or other form of electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

BORROWER: CARMIKE CINEMAS, INC.
By:	/s/ Daniel E. Ellis
	Name:	Daniel E. Ellis
	Title:	Senior Vice President, General Counsel and Secretary
GUARANTORS: EASTWYNN THEATRES, INC. GEORGE C. KERASOTES CORPORATION GKC INDIANA THEATRES, INC. GKC MICHIGAN THEATRES, INC. GKC THEATRES, INC.
By:	/s/ Daniel E. Ellis
	Name:	Daniel E. Ellis
	Title:	Senior Vice President, General Counsel and Secretary
MILITARY SERVICES, INC.
By:	/s/ Daniel E. Ellis
	Name:	Daniel E. Ellis
	Title:	President
CARMIKE GIFTCO, INC.
By:	/s/ Greg Wiggins
	Name:	Greg Wiggins
	Title:	President

[Signature Page to Carmike Second Amendment]

GUARANTORS (continued): CARMIKE REVIEWS HOLDINGS, LLC CARMIKE MOTION PICTURES BIRMINGHAM, LLC CARMIKE MOTION PICTURES BIRMINGHAM II, LLC CARMIKE MOTION PICTURES BIRMINGHAM III, LLC CARMIKE MOTION PICTURES CHATTANOOGA, LLC CARMIKE MOTION PICTURES DAPHNE, LLC CARMIKE MOTION PICTURES PENSACOLA, LLC CARMIKE MOTION PICTURES PENSACOLA II, LLC CARMIKE MOTION PICTURES INDIANAPOLIS, LLC CARMIKE MOTION PICTURES HUNTSVILLE, LLC CARMIKE MOTION PICTURES FT. WAYNE, LLC CARMIKE MOTION PICTURES MELBOURNE, LLC CARMIKE MOTION PICTURES PEORIA, LLC CARMIKE MOTION PICTURES PORT ST. LUCIE, LLC CARMIKE MOTION PICTURES ORANGE BEACH, LLC CARMIKE MOTION PICTURES ALLENTOWN, LLC CARMIKE HOUSTON LP, LLC CARMIKE HOUSTON GP, LLC
By:	/s/ Daniel E. Ellis
	Name: Daniel E. Ellis
	Title: Senior Vice President, General Counsel and Secretary
CARMIKE MOTION PICTURES HOUSTON, LP
By: Carmike Houston GP, LLC, its General Partner

By:	/s/ Daniel E. Ellis
	Name: Daniel E. Ellis
	Title: Senior Vice President, General Counsel and Secretary

[Signature Page to Carmike Second Amendment]

MACQUARIE US TRADING, LLC, as Administrative Agent
By:	/s/ Robert M. Perdock
	Name:	Robert M. Perdock
	Title:	Managing Director
By:	/s/ Anita Chiu
	Name:	Anita Chiu
	Title:	Associate Director

[Signature Page to Carmike Second Amendment]

MIHI LLC, as a Lender
By:	/s/ Robert M. Perdock
	Name:	Robert M. Perdock
	Title:	Managing Director
By:	/s/ Anita Chiu
	Name:	Anita Chiu
	Title:	Associate Director

[Signature Page to Carmike Second Amendment]

Schedule 1

Any landlord consents and other agreements and documents and other actions as may be required pursuant to Section 6.10 of the Credit Agreement in respect of the leases evidencing the Muvico Lease Obligations.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Carmike Cinemas to Acquire Nine Entertainment Complexes with 147 Screens from Muvico Theaters

- Acquired Theaters Include Two Bogart’s Bar & Grill Restaurants, Two IMAX and Two MuviXL Large Screen Auditoriums

COLUMBUS, Georgia and FORT LAUDERDALE, Florida – November 4, 2013 – Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3-D motion picture exhibitor, announced today the signing of a definitive agreement to purchase nine entertainment complexes with an aggregate of 147 screens located in Florida, California and Illinois from Muvico Entertainment, L.L.C. (dba Muvico Theaters) for $31.75 million in cash. All assets and obligations being acquired are subject to customary accounting adjustments to reflect acquisition date fair value as well as the reclassification of certain lease related obligations. The transaction is expected to close in the fourth quarter of 2013.

Upon closing, Carmike’s theatre portfolio will increase to 257 theatres with an aggregate of 2,681 screens in 37 states. The acquisition is projected to add incremental revenue of $68 million and, after general and administrative synergies, pro forma EBITDA of $5.4 million to Carmike’s financials for the trailing twelve month period ended August 31, 2013. A reconciliation of net income to pro forma EBITDA (a non-GAAP measure) is included below.

Carmike Cinemas’ President and Chief Executive Officer David Passman stated, “This opportunistic acquisition of nine premium properties in three states will further increase our revenue and operating base and represents another excellent opportunity to expand our platform in attractive, complementary markets. Consistent with Carmike’s stated acquisition criteria, this transaction presents a number of operational and cost synergy opportunities.

“Similar to Carmike, Muvico is a cinema technology leader and industry pioneer, with recent capital expenditures for digital projection system upgrades, IMAX and MuviXL large format screens, installations of cutting-edge sound, reserved seating and ticket kiosks, as well as additional facility enhancements. We expect limited incremental maintenance capital expenditures on these acquired facilities over the near-term.

“The acquisition also will bring two Bogart’s Bar & Grill restaurants to our circuit at the Thousand Oaks, Calif. and Rosemont, Ill. complexes, furthering our entry into the full-service food and beverage arena. A majority of the theatres have beer and wine service, as well as on-site entertainment centers, party rooms and conference facilities.

“Carmike’s ongoing operating execution, combined with select accretive transactions, has continued to positively impact our top- and bottom-line results, further strengthening our position to secure additional growth opportunities as we move closer to our 300 location, 3,000 screen goal. We are delighted to add these well-maintained theatres to our expanding circuit, and the entire Carmike team looks forward to welcoming the Muvico associates to our growing family,” concluded Mr. Passman.

Muvico Entertainment L.L.C. President and Chief Executive Officer, Neil Bretan stated, “We are pleased that a circuit with the visionary leadership and caliber of seasoned management of Carmike will be the new stewards of the Muvico assets and brand. We are confident Carmike’s commitment to the high level of guest service Muvico has consistently delivered to our loyal guests over the last twenty years will make the transition to new ownership a seamless one for all.”

Of the acquired auditoriums, 97% feature digital projection systems and all contain luxurious stadium seating configurations. Approximately 24 percent of the screens are 3-D-capable and four theatres have premium large format screens, two IMAX auditoriums as well as two MuviXL large screen auditoriums. All locations include D-BOX motion-code action seats. Carmike operates 28 of its own premium large format auditoriums, with 20 proprietary BigD large format digital experience screens in addition to its eight IMAX locations. Of the nine theatres being purchased, seven are located in Florida, where Carmike currently has 13 locations. The Rosemont 18 is slated to be Carmike’s 11^th Illinois theatre. The Thousand Oaks 14 will be Carmike’s first California-based complex, marking its 37^th state with at least one location. All 147 screens in this prospective transaction are already participants in Screenvision’s cinema advertising network, which includes more than 14,000 screens throughout the US.

Theatres being acquired from Muvico:

State	Location	Theatre	State	Location	Theatre
Calif.	Thousand Oaks**/***	Thousand Oaks 14	Fla.	Tampa	Starlight 20
Ill.	Rosemont**/***	Rosemont 18	Fla.	Tampa	Centro Ybor 15
Fla.	West Palm Beach*	Parisian 20	Fla.	St. Petersburg*	Baywalk 20
Fla.	Pompano Beach	Broward 18	Fla.	Palm Harbor	Palm Harbor 10
Fla.	Hialeah	Hialeah 12

* Denotes theatre with an IMAX auditorium

** Denotes theatre with a MuviXL auditorium

*** Denotes theatre with a Bogart’s Bar & Grill full service restaurant

Macquarie Capital acted as financial advisor and King & Spalding LLP acted as legal counsel to Carmike Cinemas in this transaction. Dresner Partners acted as financial advisor and Seyfarth Shaw LLP acted as legal counsel to Muvico Entertainment, L.L.C., in this transaction.

MUVICO ENTERTAINMENT, L.L.C.

SUPPLEMENTARY NON-GAAP RECONCILIATION

PRO FORMA EBITDA (Unaudited)

($ in thousands)

	Twelve Months Ended August 31,
	2013
Net income1	$	55
Interest expense1		12
Depreciation and amortization1		2,704
EBITDA1	$	2,771
General and administrative2		2,639
Pro forma EBITDA	$	5,410

(1) Net income, interest expense, depreciation and amortization expense and EBITDA, as defined below, reflect the historical results for the twelve month period ending August 31, 2013 and do not give effect to the reclassification of certain lease related obligations expected to occur upon closing of the transaction.

(2) Represents estimated annual general and administrative synergies

EBITDA is defined as net income plus interest expense and depreciation and amortization. Pro forma EBITDA is defined as EBITDA, as defined above, plus general and administrative expense synergies.

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and one of the nation’s largest motion picture exhibitors. As of June 30, 2013, Carmike had 245 theatres with 2,476 screens in 35 states, with a digital footprint of 2,373 screens, including 227 locations with 940 screens also equipped for 3-D. The circuit includes 20 “Big D” large format digital experience auditoriums, featuring state-of-the-art equipment and luxurious amenities, as well as 8 IMAX^® auditoriums. As “America’s Hometown Theatre Chain,” Carmike’s primary focus is small to mid-sized community locations.

Disclosure Regarding Forward-Looking Statements

This press release and other written or oral statements made by or on behalf of Carmike Cinemas, Inc. (the “Company”) contain forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, “believes,” “expects,” “anticipates,” “plans,” “estimates” or similar expressions. Examples of forward-looking statements in this press release include the Company’s expectations regarding the closing of the acquisition and the effect of the acquisition. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to: our ability to achieve expected results from our strategic acquisitions, general economic conditions in our regional and national markets; our ability to comply with covenants contained in our senior secured credit agreement and the indenture governing our 7.375% Senior Secured Notes due 2019; our ability to operate at expected levels of cash flow; financial market conditions including, but not limited to, changes in interest rates and the availability and cost of capital; our ability to meet our contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in our markets; competition in our markets; competition with other forms of entertainment; and other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, under the caption “Risk Factors.” We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Contact:
Robert Rinderman or Jennifer Neuman	Richard B. Hare
JCIR – Investor Relations/Corporate Communications	Chief Financial Officer
(212)835-8500 or ckec@jcir.com	(706)576-3416

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