Amended Statement of Ownership: Solicitation (sc 14d9/a)
August 29 2016 - 8:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No. 5
OUTERWALL
INC.
(Name of Subject Company)
OUTERWALL
INC.
(Names of Persons Filing Statement)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
690070107
(CUSIP Number
of Class of Securities)
Donald R. Rench
Chief Legal Officer, General Counsel and Corporate Secretary
Outerwall Inc.
1800
114th Avenue S.E.
Bellevue, Washington 98004
(425) 943-8000
(Name,
address and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
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Jens M. Fischer
Lance W. Bass
Perkins
Coie LLP
1201 Third Avenue, Suite 4900
Seattle, Washington 98101-3099
(206) 359-8000
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Matthew M. Guest, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New
York, New York 10019
(212) 403-1000
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¨
Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
This Amendment No. 5 (
Amendment No. 5
) amends and supplements
the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Outerwall Inc. (the
Company
) with the Securities and Exchange Commission on August 5, 2016 (as amended and supplemented from time to time, and including the
documents annexed thereto or incorporated therein the
Schedule 14D-9
). The Schedule 14D-9 relates to the tender offer by Aspen Merger Sub, Inc. (
Outerwall Merger Sub
), a wholly owned subsidiary of Aspen Parent,
Inc. (
Parent
), to purchase all of the issued and outstanding shares of the Companys common stock, par value of $0.001 per share (the
Shares
), at a purchase price equal to $52.00 per Share, net to the
seller in cash, without interest and less any applicable taxes required to be withheld, upon the terms and subject to the conditions set forth in the Offer to Purchase of Parent and Outerwall Merger Sub dated August 5, 2016, and in the related
Letter of Transmittal, as each may be amended or supplemented from time to time.
Except as otherwise set forth below, the
information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 5. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms
in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following section immediately before the heading
Forward-Looking Statements.
:
Note Tender Offers
On August 29, 2016, the Company announced that it expresses no opinion and remains neutral toward the offers by Outerwall Merger
Sub on August 25, 2016 to purchase for cash any and all of the Companys outstanding 6.000% Senior Notes due 2019 and 5.875% Senior Notes due 2021 (the
Note Tender Offers
). The Note Tender Offers are being conducted in
connection with the Transactions. The announcements contained in the Companys Current Report on Form 8-K were made pursuant to Rule 14e-2 promulgated under the Exchange Act. A copy of the text of the Current Report on Form 8-K is filed as
Exhibit (a)(5)(J) to this Schedule 14D-9.
The above does not in any way withdraw, modify or amend the Boards
recommendation set forth in
Item 4The Solicitation or RecommendationRecommendation of the Board
.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding to the list of Exhibits immediately following the Exhibit listed
as Exhibit (a)(5)(I) as follows:
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(a)(5)(J)
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Text of Item 8.01 of Current Report on Form 8-K, filed August 29, 2016 (incorporated by reference to Item 8.01 to Outerwall Inc.s Current Report on Form 8-K, filed August 29, 2016 (File Number
000-22555)).
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1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and
correct.
Dated: August 29, 2016
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OUTERWALL INC.
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By:
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/s/ Donald R. Rench
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Name:
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Donald R. Rench
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Title:
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Chief Legal Officer, General Counsel and Corporate Secretary
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