BLOOMIN’ BRANDS, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2013 • Bloomin' Brands, Inc. • Retail-eating places • New York
BLOOMIN’ BRANDS, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2012 • Bloomin' Brands, Inc. • Retail-eating places • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 5th, 2020 • Bloomin' Brands, Inc. • Retail-eating places • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 30, 2017, among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), BLOOMIN’ BRANDS, INC., a Delaware corporation (the “Company” and, together with OSI, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
BLOOMIN’ BRANDS, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May 8, 2020 5.00% Convertible Senior Notes due 2025Indenture • May 11th, 2020 • Bloomin' Brands, Inc. • Retail-eating places • New York
INDENTURE, dated as of May 8, 2020, between Bloomin’ Brands, Inc., a Delaware corporation, as issuer (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee”).
October 31, 2023 Brett Patterson Dear Brett,Bloomin' Brands, Inc. • February 28th, 2024 • Retail-eating places
This letter agreement confirms the verbal offer extended to you by Bloomin’ Brands, Inc. (the “Company”) to serve as Executive Vice President, President, Outback Steakhouse reporting to David Deno, Chief Executive Officer. The effective date of your appointment and new compensation will be November 13, 2023, The terms of your employment will be:
Exchange AgreementExchange Agreement • May 26th, 2022 • Bloomin' Brands, Inc. • Retail-eating places • New York
The undersigned investor (the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes (as defined below), an “Exchanging Investor”), hereby agrees to exchange, with Bloomin’ Brands, Inc., a Delaware corporation (the “Company”), certain 5.00% Convertible Senior Notes due 2025, CUSIP 094235 AB4 (the “Notes”) for the Exchange Consideration (as defined below) pursuant to this exchange agreement (the “Agreement”). The Investor understands that the exchange (the “Exchange”) is being made without registration of the offer or sale of the Shares (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state of the United States or of any other jurisdiction pursuant to a private placement exemption from registration under Section 4(a)(2) of the Securities Act and
CREDIT AGREEMENTCredit Agreement • November 8th, 2012 • Bloomin' Brands, Inc. • Retail-eating places • New York
SUPPLEMENT NO. __ dated as of [•], to the Security Agreement dated as of October 26, 2012, among OSI RESTAURANT PARTNERS, LLC (the “Borrower”), OSI HOLDCO, INC. (“Holdings”), the Subsidiaries of the Borrower identified therein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties (as defined below).
ENVIRONMENTAL INDEMNITY (Second Mezzanine)Environmental Indemnity • April 6th, 2012 • Bloomin' Brands, Inc. • New York
This ENVIRONMENTAL INDEMNITY (Second Mezzanine) (this “Agreement”), is made as of March 27, 2012, by OSI HOLDCO I, INC., a Delaware corporation (“Indemnitor”), having an office at 2202 North WestShore Blvd., Suite 470C, Tampa, Florida 33607, for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005, and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a “Co-Lender”, and collectively, “Lender”).
SPLIT-DOLLAR AGREEMENTSplit-Dollar Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS AGREEMENT made and entered into this 12th day of August, 2008, by and between OSI RESTAURANT PARTNERS, LLC (formerly known as OUTBACK STEAKHOUSE, INC.), with principal offices and place of business in the State of Florida (hereinafter referred to as the “Company”) and DIRK A. MONTGOMERY, TRUSTEE OF THE DIRK A. MONTGOMERY REVOCABLE TRUST DATED APRIL 12, 2001 (hereinafter referred to as the “Employee”),
BLOOMIN’ BRANDS, INC. (a Delaware corporation) 18,307,782 Shares of Common Stock UNDERWRITING AGREEMENTBloomin' Brands, Inc. • March 2nd, 2015 • Retail-eating places • New York
SPLIT-DOLLAR AGREEMENTSplit-Dollar Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS AGREEMENT made and entered into this 19th day of August, 2008, effective as of August, 2005, by and between OSI RESTAURANT PARTNERS, LLC (formerly known as OUTBACK STEAKHOUSE, INC.), with principal offices and place of business in the State of Florida (hereinafter referred to as the “Company”) and RICHARD DANKER, TRUSTEE OF ROBERT D. BASHAM IRREVOCABLE TRUST AGREEMENT OF 1999 DATED DECEMBER 20, 1999 (hereinafter referred to as the “Trust”),
ENVIRONMENTAL INDEMNITYEnvironmental Indemnity • April 6th, 2012 • Bloomin' Brands, Inc. • New York
ENVIRONMENTAL INDEMNITY, is made as of March 27, 2012 (this “Agreement”), by OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), and PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company (“Master Lessee,” and collectively with OSI, the “Indemnitor”), each having an office at 2202 North WestShore Blvd., Suite 470C, Tampa, Florida 33607, for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005, and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a “Co-Lender”, and collectively, “Lender”).
CREDIT AGREEMENT Dated as of June 14, 2007 among OSI RESTAURANT PARTNERS, LLC, as Borrower, OSI HOLDCO, INC., DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Pre-Funded RC Deposit Bank, Swing Line Lender and an L/C Issuer, THE OTHER LENDERS...Credit Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 14, 2007, among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (formerly known as OSI Restaurant Partners, Inc., a Delaware corporation, the “Borrower”), OSI HOLDCO, INC., a Delaware corporation (“Holdings”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Pre-Funded RC Deposit Bank, Swing Line Lender and an L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, SUNTRUST BANK, COOPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH, LASALLE BANK NATIONAL ASSOCIATION, WACHOVIA BANK, NATIONAL ASSOCIATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
OSI RESTAURANT PARTNERS, LLC Officer Employment AgreementEmployment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective June 14, 2007, by and between JOSEPH J. KADOW (the “Executive”) and OSI RESTAURANT PARTNERS, LLC (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 14, 2007 between OSI Restaurant Partners, LLC (the “Company”) and Chris T. Sullivan (the “Employee”).
AGREEMENTAgreement • January 2nd, 2024 • Bloomin' Brands, Inc. • Retail-eating places • Delaware
This Agreement (this “Agreement”) is made and entered into as of January 2, 2024, by and between Bloomin’ Brands, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages to this Agreement (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 16, 2021 among OSI RESTAURANT PARTNERS, LLC and BLOOMIN’ BRANDS, INC., as Borrowers, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer,...Security Agreement • April 20th, 2021 • Bloomin' Brands, Inc. • Retail-eating places • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 16, 2021, among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), BLOOMIN’ BRANDS, INC., a Delaware corporation (the “Company” and, together with OSI, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SIXTH AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL AMENDMENTCredit Agreement and Incremental • August 1st, 2017 • Bloomin' Brands, Inc. • Retail-eating places • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL AMENDMENT (this “Amendment”), dated as of May 22, 2017, among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), OSI HOLDCO, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below) party hereto, each of the Lenders party hereto that is consenting to the amendments set forth in Section 1 below (collectively, the “Consenting Lenders”), each of the Lenders party hereto that has committed to make the Incremental Term A-2 Loan (as defined below) (collectively, the “Incremental Term A-2 Loan Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMONG BLOOMIN’ BRANDS, INC. AND CERTAIN STOCKHOLDERS OF BLOOMIN’ BRANDS, INC. DATED AS OF [ ], 2012Registration Rights Agreement • July 25th, 2012 • Bloomin' Brands, Inc. • Retail-eating places • New York
GUARANTY OF RECOURSE OBLIGATIONS (Second Mezzanine)Bloomin' Brands, Inc. • April 6th, 2012 • New York
This GUARANTY OF RECOURSE OBLIGATIONS (Second Mezzanine) (this “Guaranty”), is made as of March 27, 2012, by OSI HOLDCO I, INC., a Delaware corporation, (“Guarantor”), having an office at 2202 North WestShore Blvd., Suite 470C, Tampa, Florida 33607, to and for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005, and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a “Co- Lender”, and collectively, “Lender”).
SPLIT DOLLAR AGREEMENTSplit Dollar Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS AGREEMENT made and entered into this 18th day of December, 2008, effective as of August 18, 2005, by and between OSI RESTAURANT PARTNERS, LLC (formerly known as OUTBACK STEAKHOUSE, INC.), with principal offices and place of business in the State of Florida (hereinafter referred to as the “Company”), SHAMROCK PTC, LLC, TRUSTEE OF THE CHRIS SULLIVAN 2008 INSURANCE TRUST DATED JULY 17, 2008 (hereinafter referred to as the “Trust”), and WILLIAM T. SULLIVAN, TRUSTEE OF THE CHRIS SULLIVAN NON-EXEMPT IRREVOCABLE TRUST DATED JANUARY 5, 2000 and THE CHRIS SULLIVAN EXEMPT IRREVOCABLE TRUST DATED JANUARY 5, 2000 (collectively the “Prior Trusts”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into this 2nd day of November, 2009 by and between Elizabeth A. Smith (the “Executive”), OSI Restaurant Partners, LLC, a Delaware corporation (the “Company”), and Kangaroo Holdings, Inc., a Delaware corporation (“KHI”) (with respect to Sections 3(a) and 4(d) only) and amended and restated as of the 31st day of December, 2009. This Agreement shall be effective as of the 16th day of November, 2009 (the “Effective Date”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2019 • Bloomin' Brands, Inc. • Retail-eating places • Florida
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of April 1, 2019 (the “Effective Date”), by and between Bloomin’ Brands, Inc., a Delaware corporation (the “Company”), and Elizabeth A. Smith (the “Executive”).
Restricted Stock Unit Award Agreement Under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation PlanRestricted Stock Unit Award Agreement • August 3rd, 2016 • Bloomin' Brands, Inc. • Retail-eating places
Bloomin’ Brands, Inc. (the “Company”) hereby issues to the Participant an award (the “Award”) of Restricted Stock Units (the “RSUs”). Each RSU represents an unfunded, unsecured promise of the Company to deliver to the Participant one Share, subject to the vesting and other restrictions, terms and conditions set forth in the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan (the “Plan”) and those set forth in this Agreement, including the Terms and Conditions of RSU Award attached hereto as Exhibit A (collectively, the “Agreement”). Any capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Plan.
Performance Award Agreement Under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation PlanPerformance Award Agreement • February 24th, 2021 • Bloomin' Brands, Inc. • Retail-eating places
Bloomin’ Brands, Inc. (the “Company”) hereby issues to the Participant an award (the “Award”) of performance-based Share units (“Performance Awards”). Each Performance Award represents an unfunded, unsecured promise of the Company to deliver to the Participant one Share, subject to the vesting and other restrictions, terms and conditions set forth in the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan (the “Plan”) and those set forth in this Agreement, including the Terms and Conditions of Performance Award attached hereto as Exhibit A and the Performance-Based Vesting Terms and Conditions contained in Exhibit B (collectively, the “Agreement”). Any capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Plan.
AGREEMENTAgreement • February 28th, 2018 • Bloomin' Brands, Inc. • Retail-eating places • Delaware
This agreement dated February 28, 2018 (this “Agreement”) is by and between JANA Partners LLC (“JANA”) and Bloomin’ Brands, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
CARRABBA’S ITALIAN GRILL, INC. Officer Employment AgreementEmployment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective April 27, 2000, by and among STEVEN T. SHLEMON (hereinafter referred to as “Employee”), and CARRABBA’S ITALIAN GRILL, INC., a Florida corporation having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (hereinafter referred to as the “Employer”).
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • February 28th, 2018 • Bloomin' Brands, Inc. • Retail-eating places • Florida
THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (hereinafter "Release") is made and entered into by and between PATRICK C. MURTHA (“Employee”) and OSI RESTAURANT PARTNERS, LLC (“Employer”). The parties desire to settle any and all disputes between them on terms that are mutually agreeable. Accordingly, in consideration of the mutual promises set forth below, Employer and Employee agree as follows:
Restricted Stock Unit Award Agreement Under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation PlanRestricted Stock Unit Award Agreement • May 29th, 2020 • Bloomin' Brands, Inc. • Retail-eating places
Bloomin’ Brands, Inc. (the “Company”) hereby issues to the Participant an award (the “Award”) of Restricted Stock Units (the “RSUs”). Each RSU represents an unfunded, unsecured promise of the Company to deliver to the Participant one Share, subject to the vesting and other restrictions, terms and conditions set forth in the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan (the “Plan”) and those set forth in this Agreement, including the Terms and Conditions of RSU Award attached hereto as Exhibit A (collectively, the “Agreement”). Any capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Plan.
Performance Award Agreement Under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation PlanPerformance Award Agreement • August 3rd, 2016 • Bloomin' Brands, Inc. • Retail-eating places
Bloomin’ Brands, Inc. (the “Company”) hereby issues to the Participant an award (the “Award”) of performance-based Share units (“Performance Awards”). Each Performance Award represents an unfunded, unsecured promise of the Company to deliver to the Participant one Share, subject to the vesting and other restrictions, terms and conditions set forth in the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan (the “Plan”) and those set forth in this Agreement, including the Terms and Conditions of Performance Award attached hereto as Exhibit A and the Performance-Based Vesting Terms and Conditions contained in Exhibit B (collectively, the “Agreement”). Any capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Plan.
November 1, 2013 Patrick Murtha Dear Pat,Bloomin' Brands, Inc. • March 3rd, 2014 • Retail-eating places
This letter agreement confirms the verbal offer extended to you to join Bloomin’ Brands, Inc. (the “Company”) as Executive Vice President and President, International, reporting directly to me. Your start date will be November, 11 2013. The terms of your employment will be:
February 10, 2021 Patrick Murtha Dear Patrick,Bloomin' Brands, Inc. • February 23rd, 2022 • Retail-eating places
This letter agreement confirms the verbal offer extended to you by Bloomin’ Brands, Inc. (the “Company”) to serve as Executive Vice President, Human Resources reporting to David Deno, Chief Executive Officer. Your effective date will be February 8, 2021. The terms of your employment will be:
LOAN AND SECURITY AGREEMENT Dated as of March 27, 2012 Between NEW PRIVATE RESTAURANT PROPERTIES, LLC as Borrower and GERMAN AMERICAN CAPITAL CORPORATION and BANK OF AMERICA, N.A. collectively, as LenderLoan and Security Agreement • May 17th, 2012 • Bloomin' Brands, Inc. • Retail-eating places • New York
THIS LOAN AND SECURITY AGREEMENT dated as of March 27, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between NEW PRIVATE RESTAURANT PROPERTIES, LLC, a Delaware limited liability company (“Borrower”), having an office at 2202 North West Shore Blvd., Suite 470C, Tampa, Florida 33607, GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005, and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a “Co-Lender”, and, collectively, “Lender”).
FIRST AMENDMENT TO AMENDED AND RESTATED OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • May 21st, 2020 • Bloomin' Brands, Inc. • Retail-eating places • Florida
THIS FIRST AMENDMENT (the “Amendment”) to the AMENDED AND RESTATED OFFICER EMPLOYMENT AGREEMENT (the “Agreement”) dated April 1, 2019 is made and entered into effective April 6, 2020 (the “Effective Date”), by and between Bloomin’ Brands, Inc., a Delaware corporation (the “Company”), and David J. Deno (hereinafter referred to as “Executive”). All capitalized terms used and not otherwise defined herein have the meanings set forth in the Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENT, GUARANTY AND SECURITY AGREEMENTCredit Agreement, Guaranty and Security Agreement • May 1st, 2013 • Bloomin' Brands, Inc. • Retail-eating places • New York
FIRST AMENDMENT TO CREDIT AGREEMENT, GUARANTY AND SECURITY AGREEMENT (this “First Amendment”), dated as of April 10, 2013, among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), OSI HOLDCO, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below) party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent (in such capacity, the “Administrative Agent”), Deutsche Bank Trust Company Americas as the designated lender of 2013 Replacement Term Loans referred to below (in such capacity, the “Designated 2013 Replacement Term Lender”), each of the other Lenders (as defined below) party hereto with a 2013 Replacement Term Loan Commitment referred to below (together with the Designated 2013 Replacement Term Lender, the “2013 Replacement Term Lenders”) and each of the other Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherw
