Aspen Merger Sub, Inc. Announces Tender Offers for Certain Notes of Outerwall Inc.
The Tender Offers are being conducted in connection with the previously
announced merger agreement, pursuant to which, among other things,
The consideration offered for 2019 Notes validly tendered prior to 12:00
The consideration offered for 2021 Notes validly tendered prior to the
Early Tender Time, and not validly withdrawn prior to the Withdrawal
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 Tenders of the Notes may be withdrawn at any time prior to the Withdrawal Deadline but not thereafter, except to the extent required by applicable law.
|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The Tender Offers may be terminated or withdrawn at any time and for any reason, including if certain conditions described in the Tender Offer Materials, including the substantially contemporaneous closing of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).
Requests for the Tender Offer Materials may be directed to
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.