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BLMN > SEC Filings for BLMN > Form 8-K on 5-Mar-2014All Recent SEC Filings

Show all filings for BLOOMIN' BRANDS, INC.

Form 8-K for BLOOMIN' BRANDS, INC.


5-Mar-2014

Entry into a Material Definitive Agreement, Other Events, Financial Stateme


Item 1.01 Entry into a Material Definitive Agreement.

On March 4, 2014, Bloomin' Brands, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") by and among the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"), and the selling stockholders listed on Schedule B thereto (the "Selling Stockholders"), relating to the underwritten offering of 18,000,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Offering"). All of the Shares are being sold by the Selling Stockholders. Certain of the Selling Stockholders also granted the Underwriters a 30-day option to purchase up to an additional 2,700,000 Shares.

The Offering is being made pursuant to a shelf registration statement the Company filed with the Securities and Exchange Commission and that became effective on March 4, 2014 (Registration No. 333-194295) (the "Registration Statement"). The closing of the Offering is expected to take place on or about March 10, 2014 subject to the satisfaction of customary closing conditions. The Company did not, and will not, receive any of the proceeds from the sale of Shares in the Offering. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.



Item 8.01 Other Events.

Baker & Hostetler LLP, counsel to the Company, has issued an opinion to the Company, dated March 4, 2014, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.



Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.

     Exhibit
     Number        Description

     1.1           Underwriting Agreement, dated March 4, 2014, by and among the
                   Company, the Underwriters and the Selling Stockholders.

     5.1           Opinion of Baker & Hostetler LLP.

     23.1          Consent of Baker & Hostetler LLP (included in Exhibit 5.1
                   above).


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