Outerwall details roughly $1.2 billion in credit facilities for buyout

By Sara Rosenberg

New York, Aug. 5 – Outerwall Inc. disclosed in an SC TO-T filed with the Securities and Exchange Commission on Friday details on its proposed $1,185,000,000 in credit facilities that will be obtained in connection with its acquisition by Apollo Global Management LLC.

The facilities are split between a $745 million senior secured credit facility at Outerwall and a $440 million senior secured credit facility at Outerwall’s subsidiary, Redbox Automated Retail LLC.

The Outerwall credit facility consists of a $75 million five-year revolver, a $535 million seven-year covenant-light first-lien term loan with a 1% Libor floor and 101 soft call protection for six months, and a $135 million eight-year covenant-light second-lien term loan with a 1% Libor floor and call protection of 102 in year one and 101 in year two.

As for the Redbox facility, it consists of a $40 million 4.5-year revolver and a $400 million five-year first-lien term loan with a 1% Libor floor and 101 soft call protection for one year.

Included in the Redbox debt is a net total leverage covenant.

Bank of America Merrill Lynch, Jefferies Finance LLC, Barclays and Credit Suisse Securities (USA) LLC are the joint bookrunners and joint lead arrangers on the Outerwall facility.

Jefferies, Bank of America and Credit Suisse are the joint bookrunners and joint lead arrangers on the Redbox debt.

Other funds for the transaction will come from $630 million in equity.

Under the agreement, Outerwall stockholders will receive $52.00 per share in cash. The transaction has a total enterprise value of about $1.6 billion, including net debt.

Closing is expected during the third quarter, subject to satisfaction of a minimum tender condition, the receipt of regulatory approvals and other customary conditions.

Outerwall is a Bellevue, Wash.-based provider of retail products and services via self-service interactive kiosks.

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