BELLEVUE, Wash., June 4, 2014 /PRNewswire/ -- Outerwall Inc.
(Nasdaq: OUTR) today announced that it priced its previously
announced private offering and will sell $300 million in aggregate principal amount of
senior unsecured notes due 2021 (the "Notes"). The Notes will be
sold to investors at a price of 100.000% of the principal amount
thereof and will have an interest rate of 5.875% per annum with
semi-annual cash interest payments. The closing is expected to
occur on June 9, 2014, subject to
customary closing conditions. Outerwall intends to use the proceeds
from the offering to repay existing indebtedness under its credit
facility, but may reserve a portion of the proceeds for general
corporate purposes, which may include but are not limited to
maintenance or repayment of other outstanding indebtedness,
acquisitions or other investments, and payment of other corporate
expenses.
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The Notes were offered to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and to non-U.S. persons outside
the United States pursuant to
Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act or
any state or other jurisdiction's securities laws. Accordingly, the
Notes may not be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements under the Securities Act and any
applicable state or other jurisdiction's securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall there be
any sale of any securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
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.
Safe Harbor for 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. The words "believe," "will," "expect," "intend,"
"anticipate" 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
offering of the Notes. Forward-looking statements are not
guarantees of future actions, results, performance 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. Such risks and uncertainties include, but are
not limited to, ability to meet the closing conditions of the Notes
offering, changes in the financial and consumer markets, changes in
Outerwall's strategic and financial objectives, and the ability to
attract new retailers and customers, penetrate new 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
Outerwall, please review "Risk Factors" and other disclosures
described in Outerwall's most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q filed with the Securities
and Exchange Commission, as well as other public filings with the
Securities and Exchange Commission. 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.