0001555452-14-000002.txt : 20140214 0001555452-14-000002.hdr.sgml : 20140214 20140214151043 ACCESSION NUMBER: 0001555452-14-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: BAIN CAPITAL (OSI) IX COINVESTMENT, L.P. GROUP MEMBERS: BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC GROUP MEMBERS: BCIP ASSOCIATES-G GROUP MEMBERS: BCIP TCV, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bloomin' Brands, Inc. CENTRAL INDEX KEY: 0001546417 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 208023465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87305 FILM NUMBER: 14615426 BUSINESS ADDRESS: STREET 1: 2202 NORTH WEST SHORE BOULEVARD STREET 2: SUITE 500 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 813-282-1225 MAIL ADDRESS: STREET 1: 2202 NORTH WEST SHORE BOULEVARD STREET 2: SUITE 500 CITY: TAMPA STATE: FL ZIP: 33607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bain Capital (OSI) IX, L.P. CENTRAL INDEX KEY: 0001555452 IRS NUMBER: 208023507 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL INVESTORS, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON ST CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL INVESTORS, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON ST CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 BloominBrands13G.txt FORM SC-13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bloomin' Brands, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 094235108 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 094235108 13G/A Page 2 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP Associates - G EIN No.: 20-2194543 2. (a) [X] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6,563 Shares 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 6,563 Shares 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,563 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.01% 12. TYPE OF REPORTING PERSON PN CUSIP No. 094235108 13G/A Page 3 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP TCV, LLC EIN No.: 06-1665410 2. (a) [X] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 94,689 Shares 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 94,689 Shares 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,689 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.08 % 12. TYPE OF REPORTING PERSON PN CUSIP No. 094235108 13G/A Page 4 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital Integral Investors 2006, LLC EIN No.: 20-4345223 2. (a) [X] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 475,425 Shares 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 475,425 Shares 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,425 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.38 % 12. TYPE OF REPORTING PERSON PN CUSIP No. 094235108 13G/A Page 5 of 12 Pages 13. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital (OSI) IX, L.P. EIN No.: 20-8023507 14. (a) [X] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 15. SEC USE ONLY 16. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 17. SOLE VOTING POWER 40,278,964 Shares 18. SHARED VOTING POWER 0 19. SOLE DISPOSITIVE POWER 40,278,964 Shares 20. SHARED DISPOSITIVE POWER 0 21. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,278,964 Shares 22. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 23. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 32.36% 24. TYPE OF REPORTING PERSON PN CUSIP No. 094235108 13G/A Page 6 of 12 Pages 25. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital (OSI) IX Coinvestment, L.P. EIN No.: 20-8023540 26. (a) [X] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 27. SEC USE ONLY 28. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 29. SOLE VOTING POWER 11,407,405 Shares 30. SHARED VOTING POWER 0 31. SOLE DISPOSITIVE POWER 11,407,405 Shares 32. SHARED DISPOSITIVE POWER 0 33. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,407,405 Shares 34. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 35. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.16% 36. TYPE OF REPORTING PERSON PN Item 1(a). Name of Issuer The name of the issuer to which this filing on Schedule 13G relates is Bloomin' Brands, Inc. (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices The principal executive offices of the Company are located at 2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607. Item 2(a). Name of Person Filing This statement is being filed on behalf of the following (collectively, the "Reporting Persons"): (1) BCIP Associates - G, a Delaware general partnership ("BCIP-G"), (2) BCIP TCV, LLC, a Delaware limited liability company ("BCIP TCV"), (3) Bain Capital Integral Investors 2006, LLC, a Delaware limited liability company ("Integral Investors"), (4) Bain Capital (OSI) IX, L.P., a Delaware limited partnership, ("OSI IX"), (5) Bain Capital (OSI) IX Coinvestment, L.P., a Delaware limited partnership ("OSI IX Coinvest"). Bain Capital Investors, LLC, a Delaware limited liability company ("BCI") is the managing partner of BCIP-G. BCI is the administrative member of BCIP TCV and Integral Investors. Bain Capital Partners IX, L.P., a Delaware limited partnership ("Bain Capital Partners IX"), is the general partner of OSI IX and OSI IX Coinvest. BCI is the general partner of Bain Capital Partners IX. The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2014, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. Item 2(b). Address of Principal Business Office or, if none, Residence The principal business address of each of the Reporting Persons, BCIP-G, BCIP TCV, Integral Investors, OSI IX, and OSI IX Coinvest is John Hancock Tower, 200 Clarendon Street, Boston MA 02116. Item 2(c). Citizenship Each of BCIP-G, BCIP TCV, Integral Investors, OSI IX, OSI IX Coinvest, and BCI is organized under the laws of the State of Delaware. Item 2(d). Title of Class of Securities The class of equity securities of the Company to which this filing on Schedule 13G/A relates is Common Stock, par value $0.01 per share ("Common Stock"). Item 2(e). CUSIP Number The CUSIP number of the Company's Common Stock is 094235108. Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Section 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d 1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). [ ] If this statement is filed pursuant to Section 240.13d-1(c), check this box. Item 4. Ownership Item 4(a). Amount beneficially owned This Schedule 13G is being filed on behalf of the Reporting Persons. As of the close of business on December 31, 2013, the following shares were held by the Reporting Persons: BCIP-G owned 6,563 shares of Common Stock of the Company, representing less than 0.01% of the Company's outstanding shares of Common Stock. BCIP TCV owned 94,689 shares of Common Stock of the Company, representing approximately 0.08% of the Company's Outstanding Shares. Integral Investors owned 475,425 shares of Common Stock of the Company, representing approximately 0.38% of the Company's outstanding shares of Common Stock. OSI IX owned 40,278,964 shares of Common Stock of the Company, representing approximately 32.36% of the Company's outstanding shares of Common Stock. OSI IX Coinvest owned 11,407,405 shares of Common Stock of the Company, representing approximately 9.16% of the Company's outstanding shares of Common Stock. As a result of the foregoing and the relationships described in Item 2(a) above, the Reporting Persons may be deemed to beneficially own in the aggregate 52,263,046 shares of Common Stock of the Company, representing, in the aggregate, 41.98% of the Company's outstanding shares of Common Stock. The percentage of the Company's outstanding shares of Common Stock held by the Reporting Persons is based on 124,482,148 shares of Common Stock of the Company outstanding as of November 1, 2013, as reported in the Company's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. The Reporting Persons are parties to certain arrangements relating to the disposition of shares of Common Stock with Catterton Partners VI - Kangaroo, L.P., Catterton Partners VI - Kangaroo Coinvest, L.P., Chris Sullivan, the Chris T. Sullivan Foundation and CTS Equities Limited Partnership. As a result, the foregoing persons may be deemed to be a group for purposes of Section 13(d) under the Securities Exchange Act of 1934. As of February 14, 2014, based on publicly available information, such persons collectively own 67,123,573 shares of Common Stock, or 53.9% of the Company's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held by any person other than such Reporting Person. Item 4(b). Percent of Class See Item 4(a) hereof. Item 4(c). Number of shares as to which such person has: (i) sole power to vote or to direct the vote: BCIP-G 6,563 BCIP TCV 94,689 Integral Investors 475,425 OSI IX 40,278,964 OSI IX Coinvest 11,407,405 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: BCIP-G 6,563 BCIP TCV 94,689 Integral Investors 475,425 OSI IX 40,278,964 OSI IX Coinvest 11,407,405 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8. Identification and Classification of Members of the Group See Item 4(a) above. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification Not Applicable SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: February 14, 2014 BCIP ASSOCIATES-G By Bain Capital Investors, LLC, its managing partner BCIP TCV, LLC By: Bain Capital Investors, LLC, its administrative member, BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC By: Bain Capital Investors, LLC, its administrative member, BAIN CAPITAL (OSI) IX, L.P. By: Bain Capital Partners IX, L.P., its general partner By: Bain Capital Investors, LLC, its general partner BAIN CAPITAL (OSI) IX COINVESTMENT, L.P. By: Bain Capital Partners IX, L.P., its general partner By: Bain Capital Investors, LLC, its general partner By: _/s/ Michael D. Ward Michael D. Ward Managing Director Exhibit A Agreement Regarding the Joint Filing of Schedule 13G/A The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: February 14, 2014 BCIP ASSOCIATES-G By Bain Capital Investors, LLC, its managing partner BCIP TCV, LLC By: Bain Capital Investors, LLC, its administrative member, BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC By: Bain Capital Investors, LLC, its administrative member, BAIN CAPITAL (OSI) IX, L.P. By: Bain Capital Partners IX, L.P., its general partner By: Bain Capital Investors, LLC, its general partner BAIN CAPITAL (OSI) IX COINVESTMENT, L.P. By: Bain Capital Partners IX, L.P., its general partner By: Bain Capital Investors, LLC, its general partner By: _/s/ Michael D. Ward Michael D. Ward Managing Director Page 16 of 13 Pages 3