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Outerwall Inc (OUTR) Enters Into Cooperation Agreement With Engaged Capital

Published on April 12, 2016 at 2:13 pm by Insider Monkey Staff in Hedge Funds, News

As revealed in a recent 13D filing with the US SEC, on April 11,  Glen W. Welling‘s Engaged Capital LLC entered into a Cooperation Agreement with Outerwall Inc (NASDAQ:OUTR), under the terms of which, the company would increase the size of the board of directors and appoint Jeffrey J. Brown to the board immediately upon the execution of the agreement. In exchange, Engaged Capital agreed to vote its shares at the company’s 2016 annual meeting of stockholders in favor of the slate of directors recommended by the Board and in favor of the ratification of the appointment of the company’s independent registered public accounting firm and in accordance with the recommendation of Institutional Shareholder Services on each other proposal to come before the 2016 Annual Meeting, subject to certain exceptions. Engaged Capital owns 2.43 million shares of Outerwall Inc (NASDAQ:OUTR), which account for 14.6% of the total outstanding stock.

Heading into 2016, a total of 28 funds tracked by Insider Monkey were bullish on Outerwall. Among them, Arlington Value Capital, managed by Allan Mecham and Ben Raybould,  held the largest stake, which was worth $50.6 million at the end of 2015. Coming in second is Debra Fine’ Fine Capital Partners, which reported a $44.6 million position. Other investors long the stock stock are William C. Martin’s Raging Capital Management and Joel Greenblatt’s Gotham Asset Management.

On the other hand, John C. Walker’s Stonerise Capital Management dropped the most valuable position in Outerwall Inc (NASDAQ:OUTR), valued at $3.7 million in stock, and Ken Griffin’s Citadel Investment Group also closed its stake and dumped about $3.7 million worth of shares during the fourth quarter.

You can access the original SEC filing by clicking here.

Ownership Summary Table

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%

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Page 1 of 15 – SEC 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 Person

Authorized 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).

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Page 2 of 15 – SEC Filing

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

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Page 3 of 15 – SEC Filing

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

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Page 4 of 15 – SEC Filing

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

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Page 5 of 15 – SEC Filing

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

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Page 6 of 15 – SEC Filing

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

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Page 7 of 15 – SEC Filing

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

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Page 8 of 15 – SEC Filing

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

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Page 9 of 15 – SEC Filing

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

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Page 10 of 15 – SEC Filing

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

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Page 11 of 15 – SEC Filing

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

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Page 12 of 15 – SEC Filing

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:

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Page 13 of 15 – SEC Filing

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.

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Page 14 of 15 – SEC Filing

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

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Page 15 of 15 – SEC Filing

 
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

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