Filing Details
- Accession Number:
- 0000921895-16-004095
- Form Type:
- 13D Filing
- Publication Date:
- 2016-04-12 10:11:44
- Filed By:
- Engaged Capital
- Company:
- Outerwall Inc (NASDAQ:OUTR)
- Filing Date:
- 2016-04-12
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Engaged Capital Master Feeder I | 196,918 | 196,918 | 196,918 | 1.2% | ||
| Engaged Capital Master Feeder II | 487,459 | 487,459 | 487,459 | 2.9% | ||
| Engaged Capital Co-Invest III | 1,650,793 | 1,650,793 | 1,650,793 | 9.9% | ||
| Engaged Capital I | 196,918 | 196,918 | 196,918 | 1.2% | ||
| Engaged Capital I Offshore, Ltd | 196,918 | 196,918 | 196,918 | 1.2% | ||
| Engaged Capital II | 487,459 | 487,459 | 487,459 | 2.9% | ||
| Engaged Capital II Offshore Ltd | 487,459 | 487,459 | 487,459 | 2.9% | ||
| Engaged Capital | 2,431,170 | 2,431,170 | 2,431,170 | 14.6% | ||
| Engaged Capital Holdings | 2,431,170 | 2,431,170 | 2,431,170 | 14.6% | ||
| Glenn W. Welling | 2,431,170 | 2,431,170 | 2,431,170 | 14.6% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Outerwall Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
690070107
(CUSIP Number)
GLENN W. WELLING
ENGAGED CAPITAL, LLC
610 Newport Center Drive, Suite 250
Newport Beach, California 92660
(949) 734-7900
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
April 11, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON Engaged Capital Master Feeder I, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 196,918 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 196,918 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,918 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON Engaged Capital Master Feeder II, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 487,459 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 487,459 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 487,459 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON Engaged Capital Co-Invest III, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,650,793 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,650,793 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,650,793 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON Engaged Capital I, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 196,918 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 196,918 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,918 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON Engaged Capital I Offshore, Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 196,918 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 196,918 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,918 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| 1 | NAME OF REPORTING PERSON Engaged Capital II, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 487,459 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 487,459 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 487,459 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON Engaged Capital II Offshore Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 487,459 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 487,459 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 487,459 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| 1 | NAME OF REPORTING PERSON Engaged Capital, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,431,170 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 2,431,170 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,431,170 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON Engaged Capital Holdings, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,431,170 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 2,431,170 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,431,170 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON Glenn W. Welling | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,431,170 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 2,431,170 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,431,170 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On April 11, 2016, Engaged Capital and certain of its affiliates (“Engaged Capital”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer. Pursuant to the Cooperation Agreement, the Issuer increased the size of the Board of Directors (the “Board”) by one member and appointed Jeffrey J. Brown to the Board, effective immediately, in the class of directors with a term expiring at the Issuer’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”). The Issuer also agreed to appoint two additional independent directors to the Board to be submitted by Engaged Capital, which directors are expected to be named on or before August 1, 2016, and that following such appointments, the Board will consist of a maximum of nine directors. One of such additional directors will be appointed to the class of directors with a term expiring at the Issuer’s 2018 annual meeting of stockholders and the other will be appointed to the class of directors with a term expiring at the Issuer’s 2019 annual meeting of stockholders. The Issuer also agreed that no later than May 1, 2016, the Board shall retain a nationally recognized law firm to advise the Board in connection with its evaluation of strategic and financial alternatives to maximize stockholder value.
Pursuant to the Cooperation Agreement, the Issuer also agreed that, during the Standstill Period (as defined below), Mr. Brown shall be provided advance notice of, and the opportunity to participate in, any conference or call between (i) the Chair of the Board and the Issuer’s financial advisors regarding the Board’s exploration of strategic and financial alternatives, and (ii) the Chair of the Board and the Issuer’s Chief Executive Officer regarding a conference or call primarily dedicated to material developments in connection with the Board’s exploration of strategic and financial alternatives. In the event Mr. Brown is unable to participate in such conference or call between the Chair of the Board and the Issuer’s Chief Executive Officer, then he will be debriefed about such discussion at a weekly conference with the Issuer’s Chief Executive Officer.
Pursuant to the Cooperation Agreement, Engaged Capital has agreed to vote its shares at the Issuer’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”) (i) in favor of the slate of directors recommended by the Board, (ii) in favor of the ratification of the appointment of the Issuer’s independent registered public accounting firm and (iii) in accordance with the recommendation of Institutional Shareholder Services on each other proposal to come before the 2016 Annual Meeting, subject to certain exceptions. In addition, Engaged Capital agreed to certain customary restrictions from the date of the Cooperation Agreement through the date that is thirty (30) days prior to the deadline established pursuant to the Issuer’s Bylaws for the submission of stockholder nominations for directors at the 2017 Annual Meeting (the “Standstill Period”).
The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On April 11, 2016, Engaged Capital and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the follow exhibit:
99.1 Cooperation Agreement, dated April 11, 2016.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 12, 2016
| Engaged Capital Master Feeder I, LP | |||
| By: | Engaged Capital, LLC General Partner | ||
| By: | /s/ Glenn W. Welling | ||
| Name: | Glenn W. Welling | ||
| Title: | Founder and Chief Investment Officer | ||
| Engaged Capital Master Feeder II, LP | |||
| By: | Engaged Capital, LLC General Partner | ||
| By: | /s/ Glenn W. Welling | ||
| Name: | Glenn W. Welling | ||
| Title: | Founder and Chief Investment Officer | ||
| Engaged Capital Co-Invest III, L.P. | |||
| By: | Engaged Capital, LLC General Partner | ||
| By: | /s/ Glenn W. Welling | ||
| Name: | Glenn W. Welling | ||
| Title: | Founder and Chief Investment Officer | ||
| Engaged Capital I, LP | |||
| By: | Engaged Capital, LLC General Partner | ||
| By: | /s/ Glenn W. Welling | ||
| Name: | Glenn W. Welling | ||
| Title: | Founder and Chief Investment Officer | ||
| Engaged Capital I Offshore, Ltd. | |||
| By: | /s/ Glenn W. Welling | ||
| Name: | Glenn W. Welling | ||
| Title: | Director | ||
| Engaged Capital II, LP | |||
| By: | Engaged Capital, LLC General Partner | ||
| By: | /s/ Glenn W. Welling | ||
| Name: | Glenn W. Welling | ||
| Title: | Founder and Chief Investment Officer | ||
| Engaged Capital II Offshore Ltd. | |||
| By: | /s/ Glenn W. Welling | ||
| Name: | Glenn W. Welling | ||
| Title: | Director | ||
| Engaged Capital, LLC | |||
| By: | /s/ Glenn W. Welling | ||
| Name: | Glenn W. Welling | ||
| Title: | Founder and Chief Investment Officer | ||
| Engaged Capital Holdings, LLC | |||
| By: | /s/ Glenn W. Welling | ||
| Name: | Glenn W. Welling | ||
| Title: | Sole Member | ||
| /s/ Glenn W. Welling | |
| Glenn W. Welling |