Starboard Value LP Amends Bloomin' Brands 13D Filing

TL;DR

**Starboard Value LP is still in the game with Bloomin' Brands, expect more activist pressure.**

AI Summary

Starboard Value LP, an activist investor, filed an Amendment No. 2 to its Schedule 13D on January 2, 2024, regarding its stake in Bloomin' Brands, Inc. This filing updates previous disclosures, indicating Starboard's continued involvement and potential influence over the company's strategic direction. For investors, this matters because activist involvement often signals potential changes in management, operations, or capital allocation, which could impact the stock price.

Why It Matters

Activist investor Starboard Value LP's continued involvement suggests potential strategic shifts at Bloomin' Brands, which could lead to operational improvements or a sale, impacting shareholder value.

Risk Assessment

Risk Level: medium — Activist investor involvement can lead to volatility and uncertainty, but also potential upside if their strategies are successful.

Analyst Insight

Investors should monitor Bloomin' Brands' announcements and Starboard Value LP's subsequent filings for any indications of strategic changes or board appointments, as these could significantly impact the stock's performance.

Key Players & Entities

• Starboard Value LP (company) — activist investor and filing party
• Bloomin' Brands, Inc. (company) — subject company of the filing
• Jeffrey C. Smith (person) — contact for Starboard Value LP
• Olshan Frome Wolosky LLP (company) — legal counsel for Starboard Value LP
• January 2, 2024 (date) — date of event requiring the filing

Forward-Looking Statements

• Starboard Value LP will continue to engage with Bloomin' Brands' management or board to advocate for strategic changes. (Starboard Value LP) — high confidence, target: Q1 2024
• Bloomin' Brands may explore operational efficiencies or capital allocation strategies in response to activist pressure. (Bloomin' Brands, Inc.) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o
• $127,967,561 — by Starboard V&O Fund is approximately $127,967,561, excluding brokerage commissions. The a
• $15,410,545 — ned by Starboard S LLC is approximately $15,410,545, excluding brokerage commissions. The a
• $11,780,216 — wned by Starboard C LP is approximately $11,780,216, excluding brokerage commissions. The a
• $6,639,837 — by Starboard L Master is approximately $6,639,837, excluding brokerage commissions. The a
• $32,372,602 — by Starboard X Master is approximately $32,372,602, excluding brokerage commissions. The a
• $23,274,935 — board Value LP Account is approximately $23,274,935, excluding brokerage commissions. The
• $31,984 — ly owned by Mr. George is approximately $31,984, excluding brokerage commissions. Item

Filing Documents

• sc13da206297349_01022024.htm (SC 13D/A) — 479KB
• ex991to13da206297349_010224.htm (EX-99.1) — 95KB
• ex992to13da206297349_010224.htm (EX-99.2) — 9KB
• 0000921895-24-000004.txt ( ) — 585KB

Identity and Background

Item 2. Identity and Background .

is hereby amended

Item 2 is hereby amended and restated to read as follows: (a) This statement is filed by: (i) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it; (ii) Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it; (iii) Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it; (iv) Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP; (v) Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it; (vi) Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master; (vii) Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP; (viii) Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it; (ix) Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC; (x) Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP; (xi) Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP; (xii) Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co; 18 CUSIP No. 094235108 (xiii) Jeffrey C. Smith, as a member of Principal GP and a

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 4,979,116 Shares beneficially owned by Starboard V&O Fund is approximately $127,967,561, excluding brokerage commissions. The aggregate purchase price of the 601,631 Shares beneficially owned by Starboard S LLC is approximately $15,410,545, excluding brokerage commissions. The aggregate purchase price of the 460,008 Shares beneficially owned by Starboard C LP is approximately $11,780,216, excluding brokerage commissions. The aggregate purchase price of the 259,257 Shares beneficially owned by Starboard L Master is approximately $6,639,837, excluding brokerage commissions. The aggregate purchase price of the 1,259,995 Shares beneficially owned by Starboard X Master is approximately $32,372,602, excluding brokerage commissions. The aggregate purchase price of the 880,993 Shares held in the Starboard Value LP Account is approximately $23,274,935, excluding brokerage commissions. The Shares purchased by Mr. George were purchased in the open market with personal funds. The aggregate purchase price of the 1,196 Shares beneficially owned by Mr. George is approximately $31,984, excluding brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On January 2, 2024, Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer (the “Agreement”) regarding the composition of the Board and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. 20 CUSIP No. 094235108 Pursuant to the terms of the Agreement, the Issuer agreed to increase the size of the Board from nine (9) to eleven (11) directors (provided that the size of the Board shall automatically decrease to ten (10) directors at the conclusion of the Issuer’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”)); and appoint Jonathan Sagal (the “Starboard Appointee”) and David C. George (the “Independent Appointee” and together with the Starboard Appointee, the “New Directors”) as directors. Immediately upon the appointment of the New Directors, the Issuer also agreed to form an operating committee of the Board (the “Operating Committee”), consisting of no more than four (4) directors, and to appoint the New Directors, R. Michael Mohan and John J. Mahoney to serve as members of the Operating Committee, with the Independent Appointee serving as Chairperson of the Operating Committee. Pursuant to the terms of the Agreement, the Issuer also agreed, among other things, to (i) include the New Directors in the Issuer’s slate of recommended nominees standing for election at the 2024 Annual Meeting and recommend, support and solicit proxies for the election of the New Directors, in the same manner as it recommends, supports, and solicits proxies for the election of the Issuer’s other director nominees, (ii) use its reasonable best efforts to hold the 2024 Annual Meeting no later than May 30, 202