Outerwall Inc. Tender Offer with Odd-Lot Provision
- Company: Outerwall Inc.
- Ticker: OUTR
- Market Cap: $1.9B
- Size of Action: $350MM
- Type of Transaction: modified "dutch auction" tender offer
- Current Price: $71.40
- Exchange Price: $66.82-$76.32
- Potential Gain (%): -6% to 7%
- Expiration: 12:00 Midnight EST, March 7, 2014
- Tender Limit (Shares): 99
- Max Investment ($): $7,068
- Max Gain ($): ~$490
- Sec Filing: Link
- Summary: Outerwall Inc., a Delaware corporation (the “Company,” “Outerwall,” “we,” “our” or “us”), invites our stockholders to tender up to $350 million in value of shares of our common stock, par value $0.001 per share (the “Shares”), for purchase by us at a price not greater than $76.32 nor less than $66.82 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).
- Odd Lots: Odd Lots. For purposes of the Offer, the term “odd lots” means all Shares properly tendered at prices at or below the Final Purchase Price held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 Shares, which we refer to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of other tendered Shares.
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