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Subsequent Events
6 Months Ended
Jun. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events
Note 17: Subsequent Events
On July 24, 2016, the Board declared a quarterly cash dividend of $0.60 per share to be paid on September 6, 2016, to all stockholders of record as of the close of business on August 23, 2016.
Merger Agreement
On July 24, 2016, the company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aspen Parent, Inc., a Delaware corporation (“Parent”), Aspen Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Outerwall Merger Sub”), Redwood Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Redbox Merger Sub”), and Redbox Automated Retail, LLC, a Delaware limited liability company and wholly-owned subsidiary of the company (“Redbox”), providing for the acquisition of the company by Parent in an all cash transaction, consisting of a tender offer, followed by a subsequent back-end merger of Outerwall Merger Sub with and into the company (the “Outerwall Merger”), followed by the merger of Redbox Merger Sub with and into Redbox (the “Redbox Merger” and, together with the Outerwall Merger, the “Mergers”). Parent and Merger Sub are affiliates of certain funds (the “Apollo Funds”) managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”).
Under the terms of the Merger Agreement, Parent will cause Outerwall Merger Sub to commence a cash tender offer (the “Offer”) for all of the company’s outstanding shares of common stock at a purchase price of $52.00 per share net to the seller in cash (the “Offer Price”), without interest and subject to any withholding taxes. The consummation of the Offer is conditioned on, among other things, (1) shares of common stock having been validly tendered and not properly withdrawn that represent, together with the shares of common stock then owned by Outerwall Merger Sub, at least a majority of the then outstanding shares, (2) the expiration or early termination of the Hart-Scott-Rodino antitrust waiting period, (3) the accuracy of the company’s representations and warranties in the Merger Agreement, (4) compliance by the company with its obligations, agreements and covenants in the Merger Agreement, (5) other than the company’s regular quarterly cash dividend for the third quarter of 2016, the absence of any declaration or payment of any dividend or distribution on shares of capital stock of the company following the date of the Merger Agreement, (6) the absence of any authorization or making of any purchases of capital stock of the company, and (7) other customary conditions.
Following the consummation of the Offer, subject to the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, the Outerwall Merger will be effected under Delaware law without a meeting or vote of the Company’s stockholders (the “Effective Time”). At the Effective Time, each share of common stock issued and outstanding immediately prior to the Effective Time (other than shares (1) owned by the company or any of its subsidiaries, (2) owned by Parent or Outerwall Merger Sub or (3) owned by any stockholder who is entitled to demand and properly demands the appraisal of such shares) will be automatically cancelled and converted into the right to receive the Offer Price, without interest and subject to any withholding taxes. After the closing of the Outerwall Merger, the company will be a wholly owned subsidiary of Parent and will cease to be a publicly-traded company.