Welcome!

News Feed Item

Outerwall to Repurchase $350 Million of Common Stock through Modified Dutch Auction Tender Offer

BELLEVUE, Wash., Feb. 7, 2014 /PRNewswire/ -- Outerwall Inc. (Nasdaq: OUTR), today announced that it intends to purchase $350 million of the company's common stock through a modified "Dutch auction" tender offer that commenced today.  If the tender offer is fully subscribed and completed, Outerwall will have repurchased $555 million of its common stock since February 2013.

(Logo: http://photos.prnewswire.com/prnh/20130701/AQ41388LOGO)

"Today's announcement demonstrates our commitment to driving value creation for our stockholders," said J. Scott Di Valerio, chief executive officer of Outerwall. "In addition to providing a return of capital to stockholders, this buyback reflects our confidence in the company.  We remain enthusiastic about the future of Outerwall, as we continue driving profitable growth through our core Redbox and Coinstar businesses, and scaling our ecoATM business."

Under the terms of the tender offer, Outerwall's stockholders will have the opportunity to tender some or all of their shares at a price per share of not less than $66.82 and not greater than $76.32.  Based on the number of shares tendered and the prices specified by the tendering stockholders, Outerwall will determine the lowest per share price within the range that will enable it to purchase $350 million in shares, or such lower amount depending on the number of shares that are properly tendered and not properly withdrawn.  All shares accepted in the tender offer will be purchased at the same price, regardless of whether a stockholder tendered such shares at a lower price within the range.  At the minimum price of $66.82 per share, Outerwall would repurchase a maximum of 5,237,952 shares, or approximately 20.6%, of Outerwall's outstanding common stock as of February 3, 2014.

The tender offer will expire at 12:00 midnight, New York City time, at the end of the day on March 7, 2014, unless extended or withdrawn.  Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to that time. 

The company intends to finance the share repurchase from available domestic cash and borrowings under its existing senior secured credit facility.

Stockholders who have questions may call Morgan Stanley & Co. LLC, the dealer manager for the tender offer, at (855) 483-0952.  The information agent for the tender offer is Innisfree M&A Incorporated and the depositary is Computershare Trust Company, N.A.  The offer to purchase, the related letter of transmittal, and the other tender offer materials will be mailed to Outerwall stockholders shortly after commencement of the tender offer.  Stockholders who have questions or would like additional copies of the tender offer documents, may call the information agent at (888) 750-5834.  Banks and brokers may call collect (212) 750-5833.

Outerwall's directors and executive officers have advised Outerwall that they do not intend to tender any of their shares in the tender offer.

Neither Outerwall nor any of its board of directors, executive officers, the dealer manager, the information agent or the depositary is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares in the proposed tender offer or as to the price or prices at which stockholders may choose to tender their shares, and has not authorized any person to do so.  Stockholders must decide how many shares they will tender, if any, and the price or prices within the stated range at which they will tender their shares.  In doing so, stockholder should carefully evaluate all of the information in the offer to purchase, the related letter of transmittal, and the other tender offer materials, when available, before making any decision with respect to the tender offer, and should consult their own financial, legal and tax advisors and brokers.

OUTERWALL STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE SCHEDULE TO, OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) DATED FEBRUARY 7, 2014 THAT OUTERWALL WILL BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SEC, AND ANY OTHER DOCUMENTS OUTERWALL FILES WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION CONCERNING THE TERMS OF THE TENDER OFFER.

Holders of common stock will be able to obtain these documents as they become available free of charge at the "SEC Filings" tab at ir.outerwall.com, the SEC's website at www.sec.gov, or at the SEC's public reference room located at 100 F Street, N.E., Washington, DC 20549.  Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.  In addition, holders of common stock will also be able to request additional copies of the Schedule TO, the offer to purchase, related letter of transmittal and other filed tender offer documents free of charge by contacting Innisfree M&A Incorporated, the information agent for the tender offer, by telephone at (888) 750-5834 (toll-free), or in writing to 501 Madison Avenue, 20th floor, New York, New York 10022.

About Outerwall Inc.

Outerwall Inc. (Nasdaq: OUTR) has more than 20 years of experience creating some of the most profitable spaces for their retail partners.  The company mission is to create a better everyday by delivering breakthrough kiosk experiences that delight consumers and generate revenue for retailers.  As the company that brought consumers Redbox® entertainment, Coinstar® money services, and ecoATM® electronics recycling kiosks, Outerwall is leading the next generation of automated retail and paving the way for inventive, scalable businesses.  Outerwall™ kiosks are in neighborhood grocery stores, drug stores, mass merchants, malls, and other retail locations in the United States, Canada, Puerto Rico, the United Kingdom, and Ireland.  Learn more at www.outerwall.com.

Tender Offer Statement

This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell any shares of Outerwall's common stock.  The tender offer is being made only pursuant to the Offer to Purchase, the Letter of Transmittal and related materials dated February 7, 2014 that Outerwall will be distributing to its stockholders and filing with the SEC.  Stockholders should read carefully the Offer to Purchase, the Letter of Transmittal and related materials because they contain important information, including the various terms and conditions of the tender offer.  Stockholders are urged to carefully read these materials prior to making any decision with respect to the tender offer.  Stockholders may obtain free copies of the Offer to Purchase, the Letter of Transmittal and other related materials when filed with the SEC at the SEC's website at www.sec.gov or at the "SEC Filings" tab at ir.outerwall.com.  In addition, stockholders may also obtain copies of these documents, when available, free of charge, by contacting Innisfree M&A Incorporated, the Information Agent for the tender offer, by telephone at (888) 750-5834, or in writing to 501 Madison Avenue, 20th floor,  New York, New York 10022.

Forward-Looking Statements

Certain statements in this release are "forward-looking statements".  The words "will," "expect," "intend," and variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward-looking.  The forward-looking statements in this release include statements regarding the timing of expiration and closing of the tender offer, the amount, and the pricing of the tender offer and other terms and conditions of the tender offer.  Forward-looking statements are not guarantees of future actions or events, which may vary materially from those expressed or implied in such statements.  Differences may result from actions taken by Outerwall or its management, as well as from risks and uncertainties beyond Outerwall's control, including relating to third parties such as stockholders.  Such actions, risks, and uncertainties include, but are not limited to, stockholders' willingness to tender Outerwall's common stock, fluctuations in Outerwall's stock price and trading volume, other uncertainties relating to the tender offer (including those described in the tender offer materials), changes to Outerwall's financing arrangements, Outerwall's financial results and condition, changes in financial markets and regulatory and economic conditions, and changes in Outerwall's strategic and financial objectives, as well as other business- and corporate-related events, including those relating to Outerwall's industries.  The foregoing list of actions, risks and uncertainties is illustrative but by no means exhaustive.  For more information on factors that may affect Outerwall, please review "Risk Factors" and other disclosures described in Outerwall's most recent Annual Report on Form 10-K, as well as other public filings with the SEC.  These forward-looking statements reflect Outerwall's expectations as of the date of this release.  Outerwall undertakes no obligation to update the information provided herein.

SOURCE Outerwall Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
For organizations that have amassed large sums of software complexity, taking a microservices approach is the first step toward DevOps and continuous improvement / development. Integrating system-level analysis with microservices makes it easier to change and add functionality to applications at any time without the increase of risk. Before you start big transformation projects or a cloud migration, make sure these changes won’t take down your entire organization.
Automation is enabling enterprises to design, deploy, and manage more complex, hybrid cloud environments. Yet the people who manage these environments must be trained in and understanding these environments better than ever before. A new era of analytics and cognitive computing is adding intelligence, but also more complexity, to these cloud environments. How smart is your cloud? How smart should it be? In this power panel at 20th Cloud Expo, moderated by Conference Chair Roger Strukhoff, paneli...
The current age of digital transformation means that IT organizations must adapt their toolset to cover all digital experiences, beyond just the end users’. Today’s businesses can no longer focus solely on the digital interactions they manage with employees or customers; they must now contend with non-traditional factors. Whether it's the power of brand to make or break a company, the need to monitor across all locations 24/7, or the ability to proactively resolve issues, companies must adapt to...
SYS-CON Events announced today that TMC has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo and Big Data at Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Global buyers rely on TMC’s content-driven marketplaces to make purchase decisions and navigate markets. Learn how we can help you reach your marketing goals.
Managing mission-critical SAP systems and landscapes has never been easy. Add public cloud with its myriad of powerful cloud native services and this may not change any time soon. Public cloud offers exciting new possibilities for enterprise workloads. But to make use of these possibilities and capabilities, IT teams need to re-think everything they have done before. Otherwise, they will just end up using public cloud as a hosting platform for their workloads, aka known as “lift and shift.”
Cloud promises the agility required by today’s digital businesses. As organizations adopt cloud based infrastructures and services, their IT resources become increasingly dynamic and hybrid in nature. Managing these require modern IT operations and tools. In his session at 20th Cloud Expo, Raj Sundaram, Senior Principal Product Manager at CA Technologies, will discuss how to modernize your IT operations in order to proactively manage your hybrid cloud and IT environments. He will be sharing bes...
Cloud applications are seeing a deluge of requests to support the exploding advanced analytics market. “Open analytics” is the emerging strategy to deliver that data through an open data access layer, in the cloud, to be directly consumed by external analytics tools and popular programming languages. An increasing number of data engineers and data scientists use a variety of platforms and advanced analytics languages such as SAS, R, Python and Java, as well as frameworks such as Hadoop and Spark...
SYS-CON Events announced today that TechTarget has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. TechTarget storage websites are the best online information resource for news, tips and expert advice for the storage, backup and disaster recovery markets.
SYS-CON Events announced today that Telecom Reseller has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.
SYS-CON Events announced today that Ayehu will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on October 31 - November 2, 2017 at the Santa Clara Convention Center in Santa Clara California. Ayehu provides IT Process Automation & Orchestration solutions for IT and Security professionals to identify and resolve critical incidents and enable rapid containment, eradication, and recovery from cyber security breaches. Ayehu provides customers greater control over IT infras...
SYS-CON Events announced today that Silicon India has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Published in Silicon Valley, Silicon India magazine is the premiere platform for CIOs to discuss their innovative enterprise solutions and allows IT vendors to learn about new solutions that can help grow their business.
Artificial intelligence, machine learning, neural networks. We’re in the midst of a wave of excitement around AI such as hasn’t been seen for a few decades. But those previous periods of inflated expectations led to troughs of disappointment. Will this time be different? Most likely. Applications of AI such as predictive analytics are already decreasing costs and improving reliability of industrial machinery. Furthermore, the funding and research going into AI now comes from a wide range of com...
SYS-CON Events announced today that MobiDev, a client-oriented software development company, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex software systems for startups and enterprises. Since 2009 it has grown from a small group of passionate engineers and business...
SYS-CON Events announced today that Conference Guru has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. A valuable conference experience generates new contacts, sales leads, potential strategic partners and potential investors; helps gather competitive intelligence and even provides inspiration for new products and services. Conference Guru works with conference organi...