ACQUISITIONS

AMC Merger

On March 3, 2016, AMC Entertainment Holdings, Inc. ("AMC") and the Company announced that the companies had entered into a definitive merger agreement under which AMC would acquire all of the outstanding shares of the Company and the Company would become a wholly owned subsidiary of AMC. Under the terms of the original merger agreement, Company stockholders would have received, for each share held by such stockholder, $30.00 in cash at closing.

On July 25, 2016, AMC and the Company announced that they had entered into an amended and restated merger agreement which provides that, at the effective time of the merger, each share of Company common stock issued and outstanding immediately prior to closing will be converted, at the election of the Company stockholder, into the right to receive (i) $33.06 in cash, without interest or (ii) 1.0819 shares of AMC Class A common stock. Pursuant to the amended and restated merger agreement, after the elections are made, the final per share merger consideration to be delivered to Company stockholders is subject to proration so that 70% of the total shares held by all Company stockholders are converted into cash and 30% of the total shares held by all Carmike stockholders are converted into shares of AMC Class A common stock.

The amended and restated merger agreement includes representations, warranties and conditions, including breakup fees payable or receivable by the Company under certain conditions if the transaction fails to close. The completion of the AMC merger is subject to customary closing conditions including, among others, the approval of Company stockholders and receipt of regulatory approvals.

The amended and restated merger agreement contains certain termination rights for both the Company and AMC and further provides that upon the termination of the amended and restated merger agreement under certain circumstances, including upon a termination as a result of a superior proposal, the Company will be required to pay a breakup fee of $30,000. AMC is required to pay Carmike a termination fee of $50,000 if the amended and restated merger agreement is terminated in certain circumstances relating to the antitrust regulatory review process. Either party may terminate the amended and restated merger agreement if the merger is not consummated by December 5, 2016, subject to certain limitations and rights to extend the termination date as provided in the amended and restated merger agreement.

Refer to the Company's Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 3, 2016 and July 25, 2016 for additional information on the AMC merger.

AMC/Starplex

In January 2016, the Company acquired two theatres and 22 screens from a subsidiary of AMC for approximately $5,465, inclusive of working capital adjustments. The acquisition supports the Company's growth strategy. Acquisition costs related to this transaction were not significant to the Company's consolidated financial statements. The purchase price of $5,465 was allocated as follows:



Purchase price, net of cash received	$	5,390
Working capital adjustment	75
Total purchase price	$	5,465

Other current assets	75
Property and equipment	3,557
Net assets acquired	3,632
Goodwill	1,833

Purchase Price	$	5,465

Sundance

On October 6, 2015, the Company completed its acquisition of five theatres and 37 screens pursuant to the terms of a definitive purchase agreement under which Carmike acquired all of Sundance Cinemas, LLC ("Sundance"). In consideration for the acquisition, the Company paid $35,843 in cash, including $130 in working capital adjustments. The purchase price was paid using cash on hand. The acquisition of Sundance supports the Company's growth strategy.

The following table summarizes the preliminary purchase price and purchase price allocation for Sundance based on the fair value of the net assets acquired at the acquisition date.



Purchase price, net of cash received	$	35,713
Working capital adjustment	130

Total purchase price	$	35,843

Accounts receivable	$	156
Inventory	173
Other current assets	511
Property and equipment	10,022
Intangible assets	200
Other assets	464
Deferred tax assets	1,444
Accounts payable	(870		)
Accrued expenses	(852		)
Other liabilities	(520		)

Net assets acquired	10,728
Goodwill	25,115

Purchase Price	$	35,843

The purchase price allocation is preliminary and certain items are subject to change. The primary area of the preliminary valuation that is not yet finalized relates to the determination of deferred tax asset and liability balances. The Company expects to continue to obtain information to assist in determining the fair values during the measurement period.

The total non-cash consideration representing liabilities assumed in the Sundance transaction was $2,242.

The fair value of the current assets and current liabilities acquired approximate their net book value at the acquisition date. The goodwill recognized of $25,115 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The majority of the goodwill is not expected to be deductible for income tax purposes. Identified intangible assets recognized of $200 represent favorable lease obligations and will be amortized to depreciation and amortization expense in the consolidated statements of operations over the respective lease term. The Company also recognized unfavorable lease obligations of $520 which will be amortized to theatre occupancy costs in the consolidated statements of operations over the respective lease term. The weighted-average useful life of the favorable lease obligation, prior to the exercise of any extension or renewals associated with the underlying lease is 5.0 years.

The results of Sundance's operations have been included in the consolidated financial statements since the date of acquisition. Revenue and net income of Sundance included in the Company's operating results for the year ended December 31, 2015 from the acquisition date are $7,394 and $668, respectively. Acquisition costs related to professional fees incurred as a result of the Sundance acquisition, during the year ended December 31, 2015 were approximately $300 and were expensed as incurred and included in general and administrative expenses in the consolidated statement of operations. The majority of these expenses are not deductible for income tax purposes.