Bloomin' Brands Files 8-K with Material Agreements

TL;DR

Bloomin' Brands dropped an 8-K on Feb 29th covering material agreements & equity sales.

AI Summary

Bloomin' Brands, Inc. filed an 8-K on February 29, 2024, reporting on several items including an entry into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Tampa, Florida.

Why It Matters

This 8-K filing indicates significant corporate actions and disclosures by Bloomin' Brands, Inc., which could impact investors' understanding of the company's current operational and financial status.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered equity sales, which can introduce complexities and potential risks for investors.

Key Numbers

• 001-35625 — SEC File Number (Identifies the specific SEC filing for Bloomin' Brands, Inc.)
• 20-8023465 — IRS Employer Identification No. (Tax identification number for Bloomin' Brands, Inc.)

Key Players & Entities

• Bloomin' Brands, Inc. (company) — Registrant
• February 29, 2024 (date) — Date of earliest event reported
• Tampa, FL (location) — Principal executive offices
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $220 million — lls Fargo") to repurchase approximately $220 million of the Company's common stock ("Common
• $3.27 million — ,489,712 shares of Common Stock and (b) $3.27 million in cash, in exchange for $83.562 millio
• $83.562 million — $3.27 million in cash, in exchange for $83.562 million in aggregate principal amount of the Co
• $20.724 million — ic offering. Following the exchanges, $20.724 million in aggregate principal amount of the 20
• $118.2 million — shares of Common Stock of approximately $118.2 million and 289,206 shares of Common Stock, and
• $102.2 million — in an aggregate amount of approximately $102.2 million. Item 9.01 Financial Statements and E

Filing Documents

• blmn-20240229.htm (8-K) — 40KB
• blmn-20240229_g1.jpg (GRAPHIC) — 37KB
• 0001546417-24-000062.txt ( ) — 281KB
• blmn-20240229.xsd (EX-101.SCH) — 2KB
• blmn-20240229_lab.xml (EX-101.LAB) — 27KB
• blmn-20240229_pre.xml (EX-101.PRE) — 15KB
• blmn-20240229_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Accelerated Stock Repurchase Agreement On March 1, 2024, Bloomin' Brands, Inc. (the "Company") entered into an accelerated share repurchase agreement (the "ASR Agreement"), pursuant to its previously announced 2024 Share Repurchase Program, with Wells Fargo Bank, National Association ("Wells Fargo") to repurchase approximately $220 million of the Company's common stock ("Common Stock"). Under the ASR Agreement, the Company will make an aggregate payment of $220 million to Wells Fargo and will receive an aggregate initial delivery of approximately 6.5 million shares of Common Stock on March 4, 2024, representing approximately 80% of the total shares that are estimated to be repurchased und e r the ASR Agreement based on the current price per share of Common Stock. The exact number of shares the Company ultimately will repurchase under the ASR Agreement will be based generally on the average of the daily volume-weighted average price per share of Common Stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. At settlement, under certain circumstances, Wells Fargo may be required to deliver additional shares of Common Stock to the Company, or under certain circumstances, the Company may be required either to deliver shares of Common Stock or to make a cash payment to Wells Fargo. Final settlement of the transactions under the ASR Agreement is expected to occur in the second quarter of 2024. The Company will fund the payment under the ASR Agreement, together with the cash portion of the amounts payable under the Exchange Agreements (as described below), primarily with borrowings under the Second Amended and Restated Credit Agreement, dated April 16, 2021, by and among the Company, OSI Restaurant Partners, LLC, the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative age

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities Exchange Agreements On February 29, 2024, the Company entered into exchange agreements (the "Exchange Agreements" and each, an "Exchange Agreement") with certain holders (the "Noteholders") of its 5.00% Convertible Senior Notes due 2025 (the "2025 Notes"). The Exchange Agreements provide for the Company to deliver and pay, at the closing of the transactions thereunder, an aggregate of (a) 7,489,712 shares of Common Stock and (b) $3.27 million in cash, in exchange for $83.562 million in aggregate principal amount of the Company's outstanding 2025 Notes. The closing of the exchanges is expected to occur on or about March 5, 2024, subject to customary closing conditions. The Company's shares of Common Stock to be issued in connection with the exchanges will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act in a transaction by an issuer not involving a public offering. Following the exchanges, $20.724 million in aggregate principal amount of the 2025 Notes will remain outstanding.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure The Company expects to provide any applicable updates to its 2024 outlook as a result of the transactions in its first quarter earnings release. However, at this time, the Company does not expect the transactions to materially impact its 2024 adjusted diluted earnings per share outlook as communicated in its February 23, 2024 earnings release.

Forward-Looking Statements

Forward-Looking Statements Certain statements contained herein are not based on historical fact and are "forward-looking statements" within the meaning of applicable securities laws. Generally, these statements can be identified by the use of words such as "guidance," "believes," "estimates," "anticipates," "expects," "on track," "feels," "forecasts," "seeks," "projects," "intends," "plans," "may," "will," "should," "could," "would" and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward- looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the Company's forward-looking statements. These risks and uncertainties include, but are not limited to: consumer reaction to public health and food safety issues; increases in labor costs and fluctuations in the availability of employees; increases in unemployment rates and taxes; competition; interruption or breach of our systems or loss of consumer or employee information; price and availability of commodities and other impacts of inflation; our dependence on a limited number of suppliers and distributors; political, social and legal conditions in international markets and their effects on foreign operations and foreign currency exchange rates; our ability to address corporate citizenship and sustainability matters and investor expectations; local, regional, national and international economic conditions; changes in patterns of consumer traffic, consumer tastes and dietary habits; the effects of changes in tax laws; costs, diversion of management attention and reputational damage from any claims or litigation; government actions and policies; challenges associated with our remodeling, relocation and expansion plans; our ability to preserve the value of and grow our bra

01 Other Events

Item 8.01 Other Events Early Termination Agreements On February 29, 2024, the Company entered into, with certain financial institutions (collectively, the "Derivative Counterparties"), partial unwind agreements relating to a portion of the convertible note hedge transactions (the "Note Hedge Early Termination Agreements") and a portion of the warrant transactions (the "Warrant Early Termination Agreements" and together with the Note Hedge Early Termination Agreements, the "Early Termination Agreements") that were previously entered into by the Company with each such Derivative Counterparty in connection with the issuance of its 2025 Notes. The Note Hedge Early Termination Agreements relate to a number of call options corresponding to the amount of the 2025 Notes subject to exchange pursuant to the Exchange Agreements described above (the "Exchanged Notes"), and the Warrant Early Termination Agreements relate to a number of warrants corresponding to the number of shares of Common Stock underlying such Exchanged Notes. Pursuant to such Early Termination Agreements, the Derivative Counterparties will make a termination payment to the Company in respect of the call option transactions being early terminated, which shall be a combination of cash and shares of Common Stock of approximately $118.2 million and 289,206 shares of Common Stock, and the Company will make a termination payment to the Derivative Counterparties in respect of the warrant transactions being early terminated, in an aggregate amount of approximately $102.2 million.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BLOOMIN' BRANDS, INC. (Registrant) Date: March 1, 2024 By: /s/ Kelly Lefferts Kelly Lefferts Executive Vice President and Chief Legal Officer