OUTR Outerwall Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 6)

Outerwall Inc.

(Name of Subject Company (Issuer))

Aspen Merger Sub, Inc.

(Name of Filing Persons (Offeror)) a direct wholly owned subsidiary of

Aspen Parent, Inc.

(Name of Filing Persons (Offeror))

Apollo Management VIII, L.P.

(Name of Filing Persons (Offeror))

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

690070107

(CUSIP Number of Class of Securities)

Aspen Merger Sub, Inc.

c/o Apollo Management VIII, L.P.

9 West 57th Street, 43rd Floor

New York, New York 10019

Attention: John J. Suydam

Telephone: (212) 515-3200

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Taurie M. Zeitzer

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

(212) 373-3000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 6 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, “ Schedule TO ”) filed by Aspen Merger Sub, Inc., a Delaware corporation (the “ Offeror ”), Aspen Parent, Inc., a Delaware corporation (“ Parent ”), and Apollo Management VIII, L.P., a Delaware limited partnership (“ Management VIII ”) on August 5, 2016. The Offeror is a wholly owned subsidiary of Parent. Parent is controlled by equity funds managed by Management VIII. This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Shares at a purchase price of $52.00 per Share, net to the holders thereof, payable in cash (the “ Offer Price ”), without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 5, 2016 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below, collectively constitute the “ Offer ”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of July 24, 2016, by and among Outerwall, Parent, the Offeror, Redwood Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Redbox Merger Sub ”), and Redbox Automated Retail, LLC, a Delaware limited liability company and a wholly owned subsidiary of Outerwall (“ Redbox ”), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

The Schedule TO, and all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule TO and the Offer to Purchase.

Items 1 through 7, 9 and 11.

Items 1 through 7, 9 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The Offer and withdrawal rights expired at 12:00 midnight, New York City time, on September 22, 2016 (one minute after 11:59 p.m., New York City time, on September 22, 2016). The Offeror was advised by the Depositary and Paying Agent, that, as of the Expiration Time, a total of 11,935,164 Shares were validly tendered into and not withdrawn from the Offer, representing approximately 69.3% of the outstanding Shares. In addition, Notices of Guaranteed Delivery have been delivered with respect to 1,279,801 Shares, representing approximately 7.4% of the outstanding Shares.

The number of Shares tendered into the Offer (excluding Shares delivered pursuant to Notices of Guaranteed Delivery for which certificates were not yet delivered) satisfies the Minimum Condition. All conditions to the Offer having been satisfied, the Offeror accepted for payment, and expects to pay for, all Shares validly tendered into and not withdrawn from the Offer on September 27, 2016.

As the final step of the Transactions, Outerwall, Parent and the Offeror expect to effect the Outerwall Merger under Section 251(h) of the DGCL, pursuant to which the Offeror will merge with and into Outerwall, with Outerwall surviving as a wholly owned subsidiary of Parent on September 27, 2016. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares and any Shares owned by any stockholders who properly exercised their appraisal rights under Section 262 of the DGCL) will be converted automatically into and thereafter will represent only the right to receive the Merger Consideration, which is a cash amount per Share equal to the Offer Price, without interest and less any applicable withholding tax.

On September 23, 2016, affiliates of certain funds managed by affiliates of Apollo Global Management, LLC issued a press release announcing the expiration of the Offer and the acceptance of the Shares for payment. The full text of the press release is attached as Exhibit (a)(5)(D) to the Schedule TO and is incorporated herein by reference.”

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 23, 2016

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