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Outerwall agrees to sell for $52 per share, will become private company

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Outerwall agrees to sell for $52 per share, will become private company

OuterwallInc. has agreed to be acquired by affiliates of funds managed byApollo Global ManagementLLC for $52 per share in cash, representing a total enterprisevalue of about $1.6 billion, including net debt, the companies said July 25.

The transaction, which is expected to close during the thirdquarter, has been unanimously approved by Outerwall's board.Following the deal, Outerwall will become a privately held company and itsshares will cease to be listed on the public markets. The Apollo-affiliatedfunds intend to consummate the deal via an all-cash tender offer. More than 50%of the company's shares must be tendered for the transaction to proceed. Thedeal is also subject to regulatory approvals and other customary conditions.

Shares of Outerwall closed at $46.91 on July 22, the lasttrading day before the deal was announced. The companies noted that thepurchase price represents a premium of about 51% over Outerwall's closing priceof $34.39 on March 14, immediately before Outerwall's announcement that itsboard was exploringstrategic and financial alternatives for the company.

Morgan Stanley & Co. LLC is serving as financial adviserto Outerwall, with Wachtell Lipton Rosen & Katz and Perkins Coie LLP asOuterwall's legal counsel. LionTree Advisors, Bank of America Merrill Lynch,Barclays, Credit Suisse and Jefferies LLC are acting as M&A advisers toApollo and Paul Weiss Rifkind Wharton & Garrison LLP is acting as legaladviser to Apollo. Bank of America Merrill Lynch,Jefferies Finance LLC, Barclays and Credit Suisse are providing financing forthe deal.

Additionally, the Outerwall board on July 24 declared aquarterly dividend of 60 cents per share of common stock. The dividend isexpected to be paid Sept. 6 to stockholders of record at the close of businesson Aug. 23.