OUTERWALL INC

election_required = True...ders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares. Stockholders who hold Shares through nominees are urged to consult their no...

expiry = 2014-03-07...hase Price, Shares having an aggregate value of less than $350 million are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn. The term “Expiration Date” means 12:00 Midnight, New York City time, at the end of the day of March 7, 2014, unless and until we, in our sole discretion in accordance with applicable law, shall have extended the period of time during which the Offer will remain open, in which event the term “Expiration Date” shall refer to the latest time and da...

listed = True...represent approximately 20.6% of our outstanding Shares as of February 3, 2014. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. The Shares are listed and traded on the NASDAQ Global Select Market under the symbol “OUTR. “ On February 6, 2014, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $63.64 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase pri...

mechanism = DUTCH...ill depend upon, among other things, existing conditions, including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and other conditions and factors, including prospects. We believe that the modified “Dutch auction” tender offer described in this Offer to Purchase represents an efficient mechanism for Outerwall to provide our stockholders with the opportunity to tender all or a portion of their Shares and, thereby, potentially receive a return of some or all of their investment. The Offer provides stockholders (including those with significant stoc...

must_tender_all = True...r of Transmittal. Tendering stockholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares....

price = USD 66.82-76.32...commonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $66.82 to $76.32 per Share. We will select the lowest purchase price, not greater than $76.32 nor less than $66.82 per Share, that will allow us to purchase $350 million in value of Shares, based on the number of Shares tendered, or, if...

threshold = 100...ing provisions will apply to the greater value. 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,...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 d670897dex99a1i.htm OFFER TO PURCHASE OFFER TO PURCHASE Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash By OUTERWALL INC. Of Up to $350 million in Value of Shares of its Common Stock At a Purchase Price Not Greater than $76.32 per Share Nor Less Than $66.82 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY...