Form S-1MEF

As filed with the Securities and Exchange Commission on May 22, 2013

Registration No. 333-            

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

BLOOMIN’ BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   5812   20-8023465
(State or other jurisdiction of incorporation or organization)  

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

 

2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607

(813) 282-1225

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 

 

Joseph J. Kadow

Executive Vice President and Chief Legal Officer

Bloomin’ Brands, Inc.

2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607

(813) 282-1225

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

John M. Gherlein

Janet A. Spreen

Baker & Hostetler LLP

PNC Center

1900 East 9th Street

Cleveland, Ohio 44114

Telephone: (216) 621-0200

Facsimile: (216) 696-0740

  

Keith F. Higgins

Marko S. Zatylny

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199-3600

Telephone: (617) 951-7000

Facsimile: (617) 951-7050

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    x 333-188421

If this Form is a post-effective amendment filed pursuant to Rule 462 under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer    ¨   Accelerated filer    ¨   Non-accelerated filer    x   Smaller reporting company    ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each Class of

Securities to be Registered

 

Amount

to be
Registered

  Proposed
Maximum
Offering Price
Per Share
 

Proposed
Maximum
Aggregate

Offering Price(1)

 

Amount of

Registration Fee

Common Stock, $0.01 par value per share

  2,300,000   $21.50   $49,450,000.00   $6,744.98

 

 

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

This registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statement on Form S-1 (File No. 333-188421) initially filed by Bloomin’ Brands, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on May 8, 2013, and amended on May 20, 2013, which was declared effective by the Commission on May 22, 2013, are incorporated herein by reference.

The required opinions and consents are listed on an Exhibit List attached hereto and filed herewith or incorporated herein by reference in accordance with Rule 439(b) of the Securities Act.

The Company hereby (i) undertakes to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on May 23, 2013) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 22, 2013.

Date: May 22, 2013

BLOOMIN’ BRANDS, INC.
By:  

/s/ Joseph J. Kadow

Name:    

Joseph J. Kadow

Title:  

Executive Vice President and

Chief Legal Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

 

Signature

  

Title

 

Date

*

Elizabeth A. Smith

  

Chief Executive Officer and Director

(Principal Executive Officer)

  May 22, 2013

*

David J. Deno

  

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

  May 22, 2013

*

Andrew B. Balson

   Director   May 22, 2013

*

J. Michael Chu

   Director   May 22, 2013

*

Mindy Grossman

   Director   May 22, 2013


Signature

  

Title

 

Date

*

David Humphrey

   Director   May 22, 2013

*

John J. Mahoney

   Director   May 22, 2013

*

Mark E. Nunnelly

   Director   May 22, 2013

*

Chris T. Sullivan

   Director   May 22, 2013

 

*By:   /s/ Joseph J. Kadow
  Joseph J. Kadow, Attorney-in-fact


EXHIBIT INDEX

 

Exhibit

Number

  

Description of Exhibits

  5.1    Opinion of Baker & Hostetler LLP (included as Exhibit 5.1 to Registrant’s Form S-1 filed May 8, 2013, File No. 333-188421, and incorporated herein by reference)
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of Baker & Hostetler LLP (included as Exhibit 5.1 to Registrant’s Form S-1 filed May 8, 2013, File No. 333-188421, and incorporated herein by reference)
24.1    Power of Attorney (included as Exhibit 24.1 to Registrant’s Form S-1 filed May 8, 2013, File No. 333-188421, and incorporated herein by reference)