Bloomin' Brands Files 8-K on Definitive Agreement & Asset Deal

TL;DR

Bloomin' Brands just filed an 8-K for a big deal - acquisition or asset sale confirmed.

AI Summary

Bloomin' Brands, Inc. filed an 8-K on December 30, 2024, reporting on the entry into a material definitive agreement and the completion of an acquisition or disposition of assets. The filing details financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant corporate actions, including potential acquisitions or dispositions, which could impact the company's structure, operations, and financial performance.

Risk Assessment

Risk Level: medium — The filing pertains to material definitive agreements and asset transactions, which inherently carry business and financial risks.

Key Players & Entities

• Bloomin' Brands, Inc. (company) — Registrant
• December 30, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• 001-35625 (identifier) — SEC File Number
• 20-8023465 (identifier) — IRS Employer Identification No.
• 2202 North West Shore Boulevard, Suite 500, Tampa, FL 33607 (address) — Principal executive offices
• ( 813 ) 282-1225 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1.4 billion — rom the Seller for a purchase price of R$1.4 billion Reais (approximately $225.3 million in
• $225.3 million — e of R$1.4 billion Reais (approximately $225.3 million in U.S. Dollars based on the current ex
• $117.2 million — An installment payment in the amount of $117.2 million before tax comprising 52% of the Purcha
• $2 million — et Entities, with a grant date value of $2 million in U.S. Dollars. T hese interests will

Filing Documents

• blmn-20241230.htm (8-K) — 37KB
• ex102-shareholdersagreement.htm (EX-10.2) — 581KB
• blmn-20241230_g1.jpg (GRAPHIC) — 37KB
• 0001546417-24-000170.txt ( ) — 941KB
• blmn-20241230.xsd (EX-101.SCH) — 2KB
• blmn-20241230_lab.xml (EX-101.LAB) — 25KB
• blmn-20241230_pre.xml (EX-101.PRE) — 15KB
• blmn-20241230_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement The information set forth below under Item 2.01 is incorporated by reference into this Item 1.01.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets As previously disclosed in the Current Report on Form 8-K filed by Bloomin' Brands, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "SEC") on November 8, 2024, Bloom Group Holdings, B.V., a limited liability company organized under the laws of the Netherlands (the "Seller") and an indirect wholly owned subsidiary of the Company, entered into a Quota Purchase Agreement and Other Covenants dated November 6, 2024 (the "Purchase Agreement"), by and among Seller, Bloom Participaes Ltda., a limited liability company organized under the laws of the Federative Republic of Brazil ("BPar"), Outback Steakhouse Restaurantes Brasil S.A., a corporation organized under the laws of the Federative Republic of Brazil ("OSRB" and, together with BPar, the "Target Entities"), and Osaka Participaes Societrias S.A., a corporation organized under the laws of the Federative Republic of Brazil ("Buyer"). Buyer is owned by a fund managed by an affiliate of Vinci Partners Investments Ltd. The transaction contemplated by the Purchase Agreement (the "Transaction"), closed on December 30, 2024 (the "Closing Date"). On the Closing Date, Buyer acquired 67% of the capital stock of BPar from the Seller for a purchase price of R$1.4 billion Reais (approximately $225.3 million in U.S. Dollars based on the current exchange rate), subject to customary post-closing adjustments (the "Purchase Price"). An installment payment in the amount of $117.2 million before tax comprising 52% of the Purchase Price was paid to the Seller on the Closing Date. The remaining 48% of the Purchase Price will be paid on the first anniversary of the Closing Date. The Company has entered into foreign exchange forward contracts to mitigate most of the exchange rate risk associated with the remaining Purchase Price installment payment. In connection with and as a condition to closing the Transaction, on the Closing Da

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1* Quota Purchase Agreement and Other Covenants, dated November 6, 2024, by and among Bloom Group Holdings, B.V., Bloom Participaes Ltda., Outback Steakhouse Restaurantes Brasil S.A., and Osaka Participaes Societrias S.A. (incorporated by reference to Exhibit 10.1 to Bloomin' Brands, Inc.'s Current Report on Form 8-K filed on November 8, 2024). 10.2* Shareholders Agreement, dated December 30 , 2024 , by and among Bloom Group Holdings, B.V., Bold Hospitality Company, S.A. , Outback Steakhouse Restaurantes Brasil S.A., and Osaka Participaes Societrias S.A. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(2)(ii). 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: December 31, 2024 By: /s/ Kelly Lefferts Kelly Lefferts Executive Vice President and Chief Legal Officer