SC 14D9/A

0001193125-16-694724.txt : 20160829 0001193125-16-694724.hdr.sgml : 20160829 20160829083302 ACCESSION NUMBER: 0001193125-16-694724 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160829 DATE AS OF CHANGE: 20160829 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OUTERWALL INC CENTRAL INDEX KEY: 0000941604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 913156448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52865 FILM NUMBER: 161856244 BUSINESS ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4259438000 MAIL ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: OUTWERWALL INC DATE OF NAME CHANGE: 20130628 FORMER COMPANY: FORMER CONFORMED NAME: COINSTAR INC DATE OF NAME CHANGE: 19970311 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OUTERWALL INC CENTRAL INDEX KEY: 0000941604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 913156448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4259438000 MAIL ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: OUTWERWALL INC DATE OF NAME CHANGE: 20130628 FORMER COMPANY: FORMER CONFORMED NAME: COINSTAR INC DATE OF NAME CHANGE: 19970311 SC 14D9/A 1 d225418dsc14d9a.htm SC 14D9/A SC 14D9/A

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:

Jens M. Fischer

Lance W. Bass

Perkins Coie LLP

1201 Third Avenue, Suite 4900

Seattle, Washington 98101-3099

(206) 359-8000

Matthew M. Guest, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

¨ 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 Company’s 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 Company’s 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 Company’s 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 Board’s recommendation set forth in “Item 4—The Solicitation or Recommendation—Recommendation 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:


(a)(5)(J)		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)).

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


OUTERWALL INC.

By:		/s/ Donald R. Rench
Name:		Donald R. Rench
Title:		Chief Legal Officer, General Counsel and Corporate Secretary