Outerwall Inc. (“Outerwall” or the “Company”) (Nasdaq:
OUTR) and affiliates of certain funds (the “Apollo
Funds”) managed by affiliates of Apollo Global Management, LLC
(NYSE:APO) (together with its consolidated subsidiaries, “Apollo”)
today announced the successful completion of the previously
announced transaction amongst the parties, whereby affiliates of
the Apollo Funds acquired all of the outstanding common stock of
Outerwall.
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The transaction was effected through a previously announced cash
tender offer for all of the outstanding shares of common stock of
Outerwall followed by a merger. The cash tender offer, which was
made at $52.00 per share pursuant to the Agreement and Plan of
Merger (the “Merger Agreement”) entered into by affiliates of the
Apollo Funds, Outerwall, and Redbox Automated Retail, LLC, a wholly
owned subsidiary of Outerwall (“Redbox”), on July 24, 2016, expired
at 12:00 midnight, New York City time, on September 22, 2016 (one
minute after 11:59 p.m., New York City time, on September 22,
2016). On September 23, 2016, shares of common stock of Outerwall
(other than shares tendered by guaranteed delivery where actual
delivery had not occurred) that were validly tendered and not
withdrawn, which constituted approximately 69.3% of the then
outstanding shares of Outerwall, were accepted for payment.
Outerwall shares validly tendered by guaranteed delivery were
accepted for payment upon receipt.
On September 27, 2016, in accordance with the Merger Agreement,
the acquisition was completed by (i) merging Outerwall with an
affiliate of the Apollo Funds pursuant to Section 251(h) of the
General Corporation Law of the State of Delaware and (ii)
immediately thereafter, merging Redbox with an affiliate of the
Apollo Funds pursuant to the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In
connection with the merger, all shares not validly tendered in the
tender offer (subject to certain exceptions, including shares for
which appraisal rights were validly demanded and not subsequently
withdrawn or lost) were cancelled and converted into the right to
receive $52.00 cash per share. As a result of the transaction,
which was valued at approximately $1.6 billion, including net debt,
effective today Outerwall became a privately-held company and
Outerwall’s common stock ceased trading on the Nasdaq Global Select
Market and will be delisted.
Morgan Stanley & Co. LLC served as financial advisor to
Outerwall and Perkins Coie LLP and Wachtell, Lipton, Rosen &
Katz served as legal counsel. LionTree Advisors, Bank of America
Merrill Lynch, Barclays, Credit Suisse and Jefferies LLC acted as
M&A advisors to Apollo and Paul, Weiss, Rifkind, Wharton &
Garrison LLP acted as legal advisor to Apollo.
Financing was provided by Bank of America Merrill Lynch,
Jefferies Finance LLC, Barclays, Credit Suisse and Deutche
Bank.
About Outerwall
Outerwall Inc. has more than 20 years of experience creating
some of the most profitable spaces for their retail partners. The
company delivers 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.
About Apollo
Apollo (NYSE:APO) is a leading global alternative investment
manager with offices in New York, Los Angeles, Houston, Chicago,
Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg,
Singapore, Mumbai, Delhi, Shanghai and Hong Kong. Apollo had assets
under management of approximately $186 billion as of June 30, 2016,
in private equity, credit and real estate funds invested across a
core group of nine industries where Apollo has considerable
knowledge and resources. For more information about Apollo, please
visit www.agm.com.
Forward-Looking Statements
Certain statements in this press release are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Words indicating future events, performance,
results and actions, such as “will” and “expect,” 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 press
release include, among others, statements regarding the Company’s
businesses following its acquisition by affiliates of the Apollo
Funds. Forward-looking statements are not guarantees of future
actions, events or performance, which may vary materially from
those expressed or implied in such statements. Differences may
result from, among other things, actions taken by the Company or
Apollo, or other third parties, including those beyond the
Company’s control. Such risks and uncertainties include, but are
not limited to, results and timing of strategic and financial
activities, continuation of or changes in strategic and financial
objectives, and the ability to attract new or maintain retailer
relationships, penetrate or maintain markets and distribution
channels, and react to changing consumer demands. The foregoing
list of risks and uncertainties is illustrative, but by no means
exhaustive. For more information on factors that may affect future
performance, results or actions, please review “Risk Factors”
described in our most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q filed with the Securities
and Exchange Commission (“SEC”), as well as other public filings
with the SEC. These forward-looking statements reflect the
Company’s expectations as of the date hereof. The Company
undertakes no obligation to update the information provided
herein.
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version on businesswire.com: http://www.businesswire.com/news/home/20160927006050/en/
Media:Joele Frank, Wilkinson Brimmer Katcher for
Outerwall Inc.Matthew Sherman / James Golden / Scott Bisang /
Matthew Gross212-355-4449orApollo Global Management, LLCGary Stein,
212-822-0467gstein@apollolp.comorRubenstein Associates, Inc. for
Apollo Global Management, LLCCharles Zehren,
212-843-8590czehren@rubenstein.com
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