Bloomin’ Brands Enters into Agreement for Sale of Interest in Brazil Operations

On November 6, 2024, Bloomin’ Brands, Inc. (NASDAQ: BLMN) announced that its subsidiary, Bloom Group Holdings, B.V., has entered into a Quota Purchase Agreement with Buyer, Osaka Participações Societárias S.A., regarding the sale of shares representing 67% of the capital stock of Bloom Participações Ltda. and Outback Steakhouse Restaurantes Brasil S.A. The Purchase Agreement outlines a transaction through which Buyer will acquire this interest in the Target Entities, while Bloomin’ Brands will retain an indirect 33% stake in its Brazil operations.

The aggregate consideration for this transaction amounts to R$2.06 billion Brazilian Reais, with Buyer paying R$1.4 billion Brazilian Reais (approximately $243 million USD) to the Seller. This Purchase Price will be paid in two installments, with 52% due on the Closing Date and the remaining 48% on the first anniversary of the Closing Date.

The Purchase Agreement includes standard representations, warranties, and agreements by Bloomin’ Brands, as well as typical conditions to closing and indemnification obligations. The Company anticipates the closure of this transaction by December 31, 2024. Post-closing, the Brazil restaurants will operate as unconsolidated franchisees, and a subsidiary of Bloomin’ Brands will amend and restate franchise agreements with Outback Steakhouse Restaurantes Brasil S.A.

Additionally, an ancillary Shareholders Agreement will be executed at closing. This agreement will govern the board representation and executive management of the Target Entities, with provisions covering corporate governance, share transfer restrictions, and shareholders’ rights. Importantly, the Shareholders Agreement will establish a put-call mechanism permitting either party to initiate the purchase or sale of the Seller’s interest in the Target Entities during a specified time frame in 2028.

In preparation for the transaction, Bloomin’ Brands aims to mitigate exchange rate risks associated with installment payments through foreign exchange forward contracts. The Purchase Agreement pertaining to this agreement has been filed as Exhibit 10.1 in the Form 8-K filing with the Securities and Exchange Commission. Investors and interested parties are advised to refer to the actual agreement for the full terms and conditions of the transaction.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Bloomin’ Brands’s 8K filing here.

About Bloomin’ Brands

Bloomin' Brands, Inc, through its subsidiaries, owns and operates casual, upscale casual, and fine dining restaurants in the United States and internationally. The company operates through two segments, U.S. and International. Its restaurant portfolio has four concepts, including Outback Steakhouse, a casual steakhouse restaurant; Carrabba's Italian Grill, a casual Italian restaurant; Bonefish Grill; and Fleming's Prime Steakhouse & Wine Bar, a contemporary steakhouse.