Aspen Merger Sub, Inc. (the “Offeror”), an affiliate of certain
funds managed by affiliates of Apollo Global Management, LLC
(NYSE:APO) (together with its consolidated subsidiaries and
affiliates, “Apollo”), launched tender offers to purchase for cash
(collectively, the “Tender Offers”) any and all of Outerwall Inc.’s
(“Outerwall”) outstanding 6.000% Senior Notes due 2019 (the “2019
Notes”) and any and all of Outerwall’s outstanding 5.875% Senior
Notes due 2021 (the “2021 Notes” and, together with the 2019 Notes,
the “Notes”).
The Tender Offers are being conducted in connection with the
previously announced merger agreement, pursuant to which, among
other things, Aspen Parent, Inc., the indirect parent of the
Offeror, has agreed to acquire Outerwall (the “Acquisition”). The
Offeror’s obligation to accept and pay for the Notes is conditioned
upon the substantially contemporaneous closing of the Acquisition
and the satisfaction or waiver of other customary conditions
precedent. The Tender Offers are scheduled to expire at 12:00
midnight, New York City time, at the end of September 22, 2016 (as
the same may be extended, the “Expiration Time”), unless extended
or earlier terminated by the Offeror. The Tender Offers are being
made pursuant to an Offer to Purchase dated August 25, 2016 and a
related Letter of Transmittal dated August 25, 2016 (together, the
“Tender Offer Materials”), which set forth a more detailed
description of the Tender Offers. Holders of the Notes are urged to
carefully read the Tender Offer Materials before making any
decision with respect to the Tender Offers.
The consideration offered for 2019 Notes validly tendered prior
to 12:00 midnight, New York City time, at the end of September 8,
2016 (as the same may be extended, the “Early Tender Time”), and
not validly withdrawn prior to 12:00 midnight, New York City time,
at the end of September 8, 2016 (as the same may be extended, the
“Withdrawal Deadline”), is $1,032.50 for each $1,000 principal
amount of 2019 Notes, which includes an early tender premium of
$20.00 per $1,000 principal amount of 2019 Notes so tendered. The
consideration offered for 2019 Notes validly tendered after the
Early Tender Time but prior to the Expiration Time, and not validly
withdrawn, is $1,012.50 for each $1,000 principal amount of 2019
Notes.
The consideration offered for 2021 Notes validly tendered prior
to the Early Tender Time, and not validly withdrawn prior to the
Withdrawal Deadline, is $1,077.92 for each $1,000 principal amount
of 2021 Notes, which includes an early tender premium of $20.00 per
$1,000 principal amount of 2021 Notes so tendered. The
consideration for 2021 Notes validly tendered after the Early
Tender Time but prior to the Expiration Time, and not validly
withdrawn, is $1,057.92 for each $1,000 principal amount of 2021
Notes.
The following table summarizes important information relating to
the Notes and the Tender Offers. Tenders of the Notes may be
withdrawn at any time prior to the Withdrawal Deadline but not
thereafter, except to the extent required by applicable law.
Notes
CUSIPNumber(s)
PrincipalAmountOutstanding
Tender
OfferConsideration(l)
Total
Consideration(l)
6.000% Senior Notes due 2019 690070AA5 $320,614,000 $1,012.50
$1,032.50 5.875% Senior Notes due 2021 690070AC1 $228,598,000
$1,057.92 $1,077.92
___________
(1) Per $1,000 principal amount of Notes.
Excludes accrued and unpaid interest.
The Tender Offers may be terminated or withdrawn at any time and
for any reason, including if certain conditions described in the
Tender Offer Materials, including the substantially contemporaneous
closing of the Acquisition, are not satisfied, subject to
applicable law. The Offeror is making the Tender Offers only by,
and pursuant to, the terms of the Tender Offer Materials. None of
the Offeror, the Dealer Managers, the Trustees, the tender agent
and information agent nor their affiliates makes any recommendation
as to whether or not holders of the Notes should tender or refrain
from tendering their Notes.
This announcement does not constitute an offer to sell any
securities or the solicitation of an offer to purchase any
securities. The Tender Offers are being made only pursuant to the
Tender Offer Materials. The Tender Offers are not being made to
holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Tender
Offers to be made by a licensed broker or dealer, the Tender Offers
will be deemed to be made on behalf of the Offeror by one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
The Tender Offers are being conducted in connection with the
Acquisition. The Offeror expects that any Notes not tendered and
purchased pursuant to the applicable Tender Offer will be called
for redemption and discharged in accordance with the applicable
indenture governing such series of Notes, with notice of such
redemption and the satisfaction and discharge of the applicable
indenture to occur substantially contemporaneously with the
consummation of the Acquisition (but only if the acquisition occurs
or will substantially contemporaneously occur).
Eaglehill Advisors LLC, Barclays Capital Inc., Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies
LLC are acting as joint-dealer managers for the Tender Offers.
Global Bondholder Services Corporation is acting as the tender
agent and information agent for the Tender Offers.
Requests for the Tender Offer Materials may be directed to
Global Bondholder Services Corporation at (212) 430-3774 (for
brokers and banks) or (866) 470-3900 (for all others).
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, Singapore, Hong Kong and Shanghai. 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
This press release contains forward-looking statements within
the meaning of applicable federal securities laws. The
forward-looking statements include, without limitation, statements
concerning the Tender Offers. Forward-looking statements involve
risks and uncertainties, including but not limited to economic,
competitive, and technological factors outside the Offeror’s or
Outerwall’s control that may cause actual results to differ
materially from the forward-looking statements. You should not
place undue reliance on forward-looking statements as a prediction
of actual results. The Offeror expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in expectations or
events, conditions or circumstances on which any such statements
are based.
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version on businesswire.com: http://www.businesswire.com/news/home/20160825006284/en/
Apollo Global Management, LLCGary M. Stein,
212-822-0467gstein@apollolp.comorRubenstein Associates, Inc. for
Apollo Global Management, LLCCharles Zehren,
212-843-8590czehren@rubenstein.com
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