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Published on 8/25/2016 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Aspen launches tender offers for Outerwall’s notes due 2019, 2021

By Marisa Wong

Morgantown, W.Va., Aug. 25 – Aspen Merger Sub, Inc., an affiliate of funds managed by affiliates of Apollo Global Management, LLC, launched tender offers to purchase for cash any and all of Outerwall Inc.’s $320,614,000 outstanding 6% senior notes due 2019 and any and all of Outerwall’s $228,598,000 outstanding 5 7/8% senior notes due 2021.

The tender offers are being conducted in connection with the acquisition of Outerwall by Aspen’s indirect parent. The tender offer is conditioned on closing of the acquisition.

The offers are scheduled to expire at midnight ET at the end of Sept. 22.

The consideration offered for 2019 notes tendered prior to midnight ET on Sept. 8, the early tender time, is $1,032.50 for each $1,000 principal amount of 2019 notes. The consideration includes an early tender premium of $20.00 per $1,000 principal amount. Holders who tender after the early tender time will be eligible to receive $1,012.50 for each $1,000 of 2019 notes.

The consideration offered for 2021 notes tendered prior to the early tender time is $1,077.92 for each $1,000 principal amount of 2021 notes. The consideration includes an early tender premium of $20.00 per $1,000 principal amount. Holders who tender after the early tender time will be eligible to receive $1,057.92 for each $1,000 principal amount of 2021 notes.

Tenders may be withdrawn prior to midnight ET on Sept. 8.

Eaglehill Advisors LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies LLC are joint dealer managers for the tender offers. Global Bondholder Services Corp. (212 430-3774 for brokers and banks or 866 470-3900 for all others) is the tender agent and information agent.

Apollo is an alternative investment manager based in New York. Outerwall is a Bellevue, Wash.-based provider of retail products and services via self-service interactive kiosks.


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