Bloomin' Brands : Regulation FD Disclosure - Form 8-K
March 01, 2024 at 06:59 am EST
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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 under 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 agent, as amended.
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Bloomin Brands, Inc. is a casual dining restaurant company. It has four founder-inspired brands: Outback Steakhouse, Carrabbas Italian Grill, BonefishGrill, and Flemings Prime Steakhouse & Wine Bar. Outback Steakhouse is a casual steakhouse restaurant concept focused on steaks, bold flavors and Australian decor. Carrabbas Italian Grill offers authentic Italian cuisine passed down from its founder's family recipes. Bonefish Grill specializes in fish from around the world, hand-cut in-house every day, savory wood-grilled specialties, and locally created seasonal partner selection dishes. Flemings Prime Steakhouse & Wine Bar is a contemporary interpretation of the classic American steakhouse, boasting culinary mastery, signature style and unrivaled attentive service to create memorable dining experiences for guests. It owns and operates more than 1,450 restaurants in 47 states, Guam and 13 countries, some of which are franchise locations. It has two segments: U.S. and international.
BLOOMIN' BRANDS, INC. 
