New York-based global private equity firm Apollo Global Management LLC (NYSE: APO) agreed to acquire Outerwall Inc. (NASDAQ: OUTR), the owner of Redbox DVD and video game kiosks, Coinstar money services, and ecoATM electronics recycling kiosks, for an enterprise value of $1.6 billion, including debt.
Outerwall is a leader in next generation automated retail, with more than 20 years of experience creating profitable kiosks for its retail partners. The company’s self-service interactive kiosks are located in neighborhood grocery stores, drug stores, mass merchants, malls, and other retail locations in the United States, Canada, Puerto Rico, the United Kingdom, and Ireland. The company was formerly known as Coinstar, Inc. and changed its name to Outerwall Inc. in 2013. Outerwall was founded in 1991 and is headquartered in Bellevue, Washington.
The purchase price of $52.00 per share represents a premium of approximately 51 percent over Outerwall’s closing stock price on March 14, 2016, when the company started exploring strategic alternatives. The deal was unanimously approved by Outerwall’s board of directors.
“We are pleased to reach this agreement, which follows a robust process and provides an immediate and substantial cash premium to our shareholders,” said Erik E. Prusch, Outerwall’s chief executive. “Apollo is an ideal partner to support Outerwall’s efforts to continue serving our millions of loyal customers and dedicated retail partners through our unrivaled network of kiosks and automated retail offerings.”
“We are extremely excited for our funds to acquire Outerwall,” said David Sambur, partner at Apollo. “Outerwall is a dynamic customer-focused business that delivers superior kiosk experiences that delight consumers and generate value for its retailer partners. We look forward to working with Outerwall’s talented and dedicated team to continue the business’s strong heritage of growth and innovation.”
The transaction is subject to regulatory approvals and other customary closing conditions, including the condition that that shares representing more than 50 percent of Outerwalls’s common shares be tendered. The transaction is currently expected to close during the third quarter of 2016. Following the transaction, Outerwall will become a privately held company and Outerwall’s common shares will no longer be listed on any public market.
Morgan Stanley & Co. LLC is serving as financial advisor to Outerwall and Wachtell, Lipton, Rosen & Katz and Perkins Coie LLP are serving as legal counsel. LionTree Advisors, Bank of America Merrill Lynch, Barclays, Credit Suisse and Jefferies LLC are acting as M&A advisors to Apollo and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Apollo.
Financing is being provided by Bank of America Merrill Lynch, Jefferies Finance LLC, Barclays and Credit Suisse.
Apollo 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, Shanghai and Hong Kong. Apollo had assets under management of approximately $173 billion as of March 31, 2016, in private equity, credit and real estate funds.
Under a cooperation and standstill agreement with Newport Beach, Calif.-based activist investor Engaged Capital, which started agitating for change since February 2016, Outerwall was pressured to appoint three board members submitted by Engaged Capital, whose founder, principal and CIO is Glenn W. Welling. He previously served as principal and managing director at Relational Investors, a $6 billion activist equity fund, and as a managing director at Credit Suisse.