Bloomin’ Brands Announces Proposed Private Offering of Convertible Senior Notes Due 2025
Bloomin’ Brands, Inc. (Nasdaq: BLMN) today announced its intention to offer, subject to market and other conditions, $200 million aggregate principal amount of convertible senior notes due 2025 (the “notes”) in a private offering only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Bloomin’ Brands also intends to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date notes are first issued, up to an additional $30 million aggregate principal amount of notes in the private placement.
The notes will be senior, unsecured obligations of Bloomin’ Brands, will accrue interest payable semi-annually in arrears and will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Bloomin’ Brands will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Bloomin’ Brands’ election. The notes will also be redeemable, in whole or in part, for cash at Bloomin’ Brands’ option at any time, and from time to time, on or after May 1, 2023 in certain circumstances. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
In connection with the offering of the notes, Bloomin’ Brands expects to enter into privately negotiated convertible note hedge transactions with one or more of the initial purchasers and/or their respective affiliates and/or one or more financial institutions (the “option counterparties”). These transactions will cover, subject to customary anti-dilution adjustments, the number of shares of Bloomin’ Brands’ common stock that will initially underlie the notes, and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the notes.
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