Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: In connection with the 2025 Notes Partial Repurchase, which is described in further detail within Note 8 - Convertible Senior Notes of the Notes to the Consolidated Financial Statements, the Company delivered to the Noteholders an aggregate amount of 2,313,374 shares of its common stock and $196.9 million, plus accrued interest, in cash in exchange for an aggregate principal amount of $125.0 million of the 2025 Notes.
−Removed: The 2025 Notes Partial Repurchase transaction closed on June 14, 2022.
−Removed: The Company’s shares of common stock issued in connection with the 2025 Notes Partial Repurchase were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemption from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act in a transaction by an issuer not involving a public offering.
−Removed: There were no other sales of equity securities during the thirteen weeks ended June 26, 2022 that were not registered under the Securities Act.
−Removed: The following table provides information regarding our purchases of common stock during the thirteen weeks ended June 26, 2022:
+Added: There were no sales of equity securities during the thirteen weeks ended September 25, 2022 that were not registered under the Securities Act.
+Added: The following table provides information regarding our purchases of common stock during the thirteen weeks ended September 25, 2022:
REPORTING PERIOD TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (1)
−Removed: March 28, 2022 through April 24, 2022 575,005 $ 21.48 575,005 $ 100,948,905
−Removed: April 25, 2022 through May 22, 2022 397,542 $ 21.26 397,542 $ 92,499,003
−Removed: May 23, 2022 through June 26, 2022 788,382 $ 18.96 788,382 $ 77,549,262
+Added: June 27, 2022 through July 24, 2022 712,969 $ 17.32 712,969 $ 65,201,059
+Added: July 25, 2022 through August 21, 2022 493,395 $ 20.68 493,395 $ 55,000,002
+Added: August 22, 2022 through September 25, 2022 540,337 $ 20.36 540,337 $ 44,000,185
Total 1,746,701 1,746,701
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INCORPORATION BY REFERENCE
−Removed: 3.1 Fourth Amended and Restated Certificate of Incorporation
−Removed: April 20, 2022, Form 8-K, Exhibit 3.1
−Removed: 10.1 First Amendment to the Second Amended and Restated Credit Agreement and Incremental Amendment , dated April 26, 2022, by and among Bloomin’ Brands, Inc., OSI Restaurant Partners, LLC, the guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative Agent
−Removed: April 29, 2022, Form 8-K, Exhibit 10.1
−Removed: 10.2 Form of Exchange Agreement, dated as of May 25, 2022, by and between Bloomin’ Brands, Inc.
−Removed: and the applicable Noteholder
−Removed: May 26, 2022, Form 8-K, Exhibit 10.1
+Added: 10.1* Employment Offer Letter Agreement, dated as of August 4, 2022, between Suzann Trevisan and Bloomin’ Brands, Inc.
+Added: Filed herewith
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
15 unchanged sentences
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith
+Added: * Management contract or compensatory plan or arrangement required to be filed as an exhibit.
(1) These certifications are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.
2 unchanged sentences
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, thereunto duly authorized.
−Removed: August 2, 2022 BLOOMIN’ BRANDS, INC.
+Added: November 1, 2022 BLOOMIN’ BRANDS, INC.
/s/ Philip Pace
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.