8-K

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): August 1, 2017

Blue Buffalo Pet Products, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37510	46-0552933
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11 River Road

Wilton, CT 06897

(Address of Principal Executive Offices) (Zip Code)

(203) 762-9751

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

On August 1, 2017, Blue Buffalo Pet Products, Inc. provided a letter to its retail partners. A copy of the letter is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.

As permitted by General Instruction B.2 of Form 8-K, information that is furnished shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information and exhibit in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Letter from Blue Buffalo Pet Products, Inc. to Retail Partners dated August 1, 2017.

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.

BLUE BUFFALO PET PRODUCTS, INC.
By:	/s/ Lawrence Miller
Name:	Lawrence Miller
Title:	Senior Vice President, General Counsel and Secretary

Date: August 1, 2017

Index to Exhibits

Exhibit No.	Description
99.1	Letter from Blue Buffalo Pet Products, Inc. to Retail Partners dated August 1, 2017.

EX-99.1

Exhibit 99.1

August 1, 2017

Dear Valued Retail Partner,

I am writing to inform you of our decision to expand the distribution of a subset of our BLUE Life Protection Formula (LPF) product line to select mass and grocery retailers. Shipments to Target, Kroger, Meijer and Publix have begun and we expect the products to appear in store in August.

As the leading natural pet food company, Blue Buffalo has invested over $700 million to educate pet parents and build our mutual brands. We have also invested significantly in product development to build five distinct product lines (LPF, Wilderness, Basics, Freedom, and Earth’s Essentials). We have decided that broadening the distribution of LPF, our entry-level natural pet food line, is the natural evolution of our go-to-market strategy.

As the leader in the pet specialty channel, we are committed to continue to grow our business with you. In fact, we designed our entry into the mass and grocery channel to be as incremental to our pet specialty business as possible. In the mass and grocery channel, we will focus on smaller bag sizes, more mainstream formulas and wet foods and treats from our LPF product line. Wilderness, Basics, Freedom and Earth’s Essentials lines will continue to be sold exclusively through the pet specialty channel. As such, pet specialty retailers will have the broadest BLUE assortment variety and the largest bag sizes.

We will be increasing our advertising spend starting this Fall 2017 for LPF and our specialty-exclusive product lines. As part of this increased spend, we will be adding “tags” at the end of each of our Pet Specialty exclusive line commercials communicating that Wilderness, Basics, Freedom and Earth’s Essentials are “available at your favorite Pet Specialty store”. We will also continue to introduce specialty-exclusive innovation across all of our product lines.

Lastly, please note that there will be absolutely no compromise in ingredient quality in any of our products, in any channel. All LPF offerings will be the same wholesome natural formulations that pet parents have come to expect from Blue Buffalo.

As always, please reach out to your Blue Buffalo sales representative for any questions. We are committed to continuing to build our collective business.

Best regards,

/s/ Modestino (Dino) Mele

Modestino (Dino) Mele

Senior Vice President, North America Sales

The Blue Buffalo Co.         11 River Road, Wilton, CT 06897         p. 203.665.3500         f. 203.762.2526