Outerwall (OUTR) – Odd Lot Tender Offer

Current Price – $71.02

Offer Price - $66.82 – $76.32

Upside - 7.5% or $524 for Odd Lot holders

Downside – 6% or -$416 for Odd Lot holders

Expiration date – March 7, 2014

Odd Lot holders (less than 100 shares) are not subject to proration

SEC Filling

Summary:

We will purchase up to $350 million in value of Shares in the Offer or such lower amount equal to the value of the Shares properly tendered and not properly withdrawn. At the maximum Final Purchase Price of $76.32 per Share, we could purchase 4,585,953 Shares if the Offer is fully subscribed, which would represent approximately 18.1% of our outstanding Shares as of February 3, 2014. At the minimum Final Purchase Price of $66.82 per Share, we could purchase 5,237,952 Shares if the Offer is fully subscribed, which would represent approximately 20.6% of our outstanding Shares as of February 3, 2014.

No proration for Odd Lot holders:

If, based on the Final Purchase Price, more than $350 million in value of Shares are properly tendered and not properly withdrawn, we will purchase all Shares tendered at or below the Final Purchase Price on a pro rata basis, except for “odd lots” (of less than 100 Shares), which we will purchase on a priority basis.

Source of Funds:

The Offer is not subject to any financing condition. Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the Shares, together with related fees and expenses, to be approximately $353.7 million. We plan to fund any purchase of Shares pursuant to the Offer, including the related fees and expenses, using available domestic cash and borrowings under our Credit Facility. As of January 31, 2014, we had approximately $187.1 million of available domestic cash and approximately $591.4 million available for borrowing under the Credit Facility.