Apollo Global Management (APO) Closes Outerwall (OUTR) Takeover
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Outerwall Inc. (Nasdaq: OUTR) and affiliates of certain funds managed by affiliates of Apollo Global Management, LLC (NYSE: APO) 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.
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than shares tendered by guaranteed delivery where actual delivery had not occurred) that were validly tendered and not withdrawn, which constituted approximately 69.3% of the then outstanding shares of Outerwall, were accepted for payment.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(subject to certain exceptions, including shares for which appraisal rights were validly demanded and not subsequently withdrawn or lost) were cancelled and converted into the right to receive $52.00 cash per share.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.
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