UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 10, 2013
BLOOMIN’ BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35625 | 20-8023465 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (813) 282-1225
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement
On April 10, 2013, OSI Restaurant Partners, LLC (“OSI”), a wholly-owned subsidiary of Bloomin’ Brands, Inc. (the “Company”), entered into an amendment (the “Amendment”) to the Credit Agreement, dated October 26, 2012, among OSI, OSI HoldCo, Inc., Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, and a syndicate of institutional lenders and financial institutions (the “Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”).
The Amended Credit Agreement replaces OSI’s existing senior secured term loan B credit facility with a maturity date of October 26, 2019, with a new senior secured term loan B credit facility (the “New Term Loan B”). The New Term Loan B has the same principal amount outstanding of $975.0 million, maturity date of October 26, 2019, amortization schedule and financial covenants but a lower applicable interest rate than the existing senior secured term loan B. Voluntary prepayments made on the principal amount outstanding since the inception of the Credit Agreement will continue to be treated as prepayments for purposes of determining amortization payment and mandatory prepayment requirements under the New Term Loan B.
The Amended Credit Agreement decreased the interest rate applicable to the New Term Loan B to 150 basis points over the Base Rate or 250 basis points over the Eurocurrency Rate (each as defined in the Amended Credit Agreement) and reduced the interest rate floors applicable to the New Term Loan B to 2.00% for the Base Rate and 1.00% for the Eurocurrency Rate. Prepayments or amendments of the New Term Loan B that constitute a “repricing transaction” (as defined in the Amended Credit Agreement) will be subject to a premium of 1.00% of the New Term Loan B if prepaid or amended on or prior to October 10, 2013. Prepayments and repricings made after October 10, 2013 will not be subject to premium or penalty.
Pursuant to the terms of the Credit Agreement, the Company is required to pay a prepayment penalty of approximately $10.0 million in connection with the repricing transaction. As a result of the repricing, the Company expects to reduce annual cash interest payments by approximately $12.0 million, assuming a constant principal balance and interest rate environment.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On April 10, 2013, the Company issued a press release announcing the completion of the senior secured term loan B repricing. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any document whether or not filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such document.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number | Description | ||
99.1 | Press Release of Bloomin’ Brands, Inc. dated April 10, 2013 | ||
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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: | April 10, 2013 | By: | /s/ Joseph J. Kadow |
Joseph J. Kadow | |||
Executive Vice President and Chief Legal Officer | |||
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Exhibit 99.1
Bloomin’ Brands Completes Repricing of Senior Secured Term Loan B
TAMPA, Fla., April 10, 2013 -- Bloomin’ Brands, Inc. (the “Company”) (Nasdaq: BLMN) today announced that its wholly-owned subsidiary, OSI Restaurant Partners, LLC (“OSI”), completed the repricing of its existing $1.0 billion senior secured term loan B credit facility. The repricing replaces OSI’s existing senior secured term loan B credit facility with a new senior secured term loan B credit facility (“Term Loan B”) at the current outstanding principal balance of $975.0 million. In addition, the repricing reduces the applicable interest rate margin on the Term Loan B from 2.50% to 1.50% for base rate loans and from 3.50% to 2.50% for Eurocurrency rate loans and reduces the interest rate floor on the Term Loan B from 2.25% to 2.00% for base rate loans and from 1.25% to 1.00% for Eurocurrency rate loans.
“The strong credit market and Bloomin’ Brands improved credit profile have enabled us to reduce our cost of debt. This serves to further bolster our capital structure and provides us with additional flexibility with respect to future growth opportunities,” said the Company’s Chief Financial Officer, David Deno.
Based on current market conditions, the repricing represents a reduction in interest expense of 125 basis points and is expected to reduce annual cash interest payments by approximately $12.0 million, before considering future principal payments. Pursuant to the terms of the existing credit agreement, the Company is required to pay a 1.0% prepayment penalty of approximately $10.0 million.
The maturity date for the Term Loan B remains October 26, 2019 and no changes were made to the financial covenants or scheduled amortization.
Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as Joint Lead Arrangers, and each of Deutsche Bank Securities Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs USA, J.P. Morgan Securities LLC, and Morgan Stanley Senior Funding, Inc, acted as Joint Lead Bookrunners, in connection with the repricing.
About Bloomin’ Brands, Inc.
Bloomin’ Brands, Inc. is a portfolio of restaurant brands comprised of Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill, Fleming’s Prime Steakhouse & Wine Bar and Roy’s with more than 1,450 restaurants in 48 states, Puerto Rico, Guam and 19 countries. For more information on Bloomin’ Brands, visit the Company’s website located at www.bloominbrands.com.
Forward-Looking Statements
Certain statements contained in this news release are not based on historical fact and are “forward-looking statements” within the meaning of the applicable securities laws and regulations. Generally, these statements can be identified by the use of words such as “believes,” “estimates,” “anticipates,” “expects,” “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: the conditions of the debt market; interest rate changes; the Company’s compliance with its debt covenants; local, regional, national and international economic conditions; consumer confidence and spending patterns; inflation or deflation; and government actions and policies. Further information on potential factors that could affect the financial results of the Company and its forward-looking statements is included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2013. The Company assumes no obligation to update any forward-looking statement, except as may be required by law.
CONTACT: Bloomin’ Brands, Inc.
Investor Relations
Mark W. Seymour, Jr.
(813) 830-5311
Investor@bloominbrands.com
SOURCE: | Bloomin’ Brands, Inc. |