Aspen Merger Sub, Inc. Announces Final Results of Tender Offers for Certain Notes of Outerwall Inc.

NEW YORK--(BUSINESS WIRE)-- 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, “Apollo”), announced today final results with respect to the Offeror’s previously announced tender offers to purchase for cash (each, a “Tender Offer” and, 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”).

As of 12:00 midnight, New York City time, at the end of September 22, 2016, the expiration time with respect to each Tender Offer (the “Expiration Time”), the Offeror has been advised by Global Bondholder Services Corporation, tender agent and information agent for the Tender Offers, that the Offeror has received:

• tenders from the holders of $246,578,000 aggregate principal amount of the 2019 Notes pursuant to the Tender Offer for the 2019 Notes, representing approximately 76.91% of the outstanding 2019 Notes; and
• tenders from the holders of $225,618,000 aggregate principal amount of the 2021 Notes pursuant to the Tender Offer for the 2021 Notes, representing approximately 98.70% of the outstanding 2021 Notes.

Each holder who validly tendered its 2019 Notes in the Tender Offer for the 2019 Notes prior to 12:00 midnight, New York City time, at the end of September 8, 2016, the early tender deadline with respect to each Tender Offer (the “Early Tender Time”), and did not validly withdraw such tendered 2019 Notes prior to 12:00 midnight, New York City time, at the end of September 8, 2016, the withdrawal deadline with respect to each Tender Offer (the “Withdrawal Deadline”), will receive, if such tendered 2019 Notes are accepted for purchase pursuant to the Tender Offer for the 2019 Notes, $1,032.50 for each $1,000 principal amount of 2019 Notes so tendered, which includes an early tender premium of $20.00 per $1,000 principal amount of 2019 Notes so tendered. Each holder who validly tendered its 2019 Notes in the Tender Offer for the 2019 Notes after the Early Tender Time but prior to the Expiration Time will receive, if such tendered 2019 Notes are accepted for purchase pursuant to the Tender Offer for the 2019 Notes, $1,012.50 for each $1,000 principal amount of 2019 Notes so tendered.

Each holder who validly tendered its 2021 Notes in the Tender Offer for the 2021 Notes prior to the Early Tender Time, and did not validly withdraw such tendered 2021 Notes prior to the Withdrawal Deadline, will receive, if such tendered 2021 Notes are accepted for purchase pursuant to the Tender Offer for the 2021 Notes, $1,077.92 for each $1,000 principal amount of 2021 Notes so tendered, which includes an early tender premium of $20.00 per $1,000 principal amount of 2021 Notes so tendered. Each holder who validly tendered its 2021 Notes in the Tender Offer for the 2021 Notes after the Early Tender Time but prior to the Expiration Time will receive, if such tendered 2021 Notes are accepted for purchase pursuant to the Tender Offer for the 2021 Notes, $1,057.92 for each $1,000 principal amount of 2021 Notes so tendered.

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 expects to accept and pay for the Notes tendered pursuant to the applicable Tender Offer upon the substantially contemporaneous closing of the Acquisition and the satisfaction or waiver of other customary conditions precedent. The Acquisition is expected to close on September 27, 2016.

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 Offer to Purchase dated August 25, 2016 and the related Letter of Transmittal dated August 25, 2016 (together, 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 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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Apollo Global Management, LLC
Gary M. Stein, 212-822-0467
gstein@apollolp.com
or
Rubenstein Associates, Inc. for Apollo Global Management, LLC
Charles Zehren, 212-843-8590
czehren@rubenstein.com

Source: Apollo Global Management, LLC

Released September 23, 2016