Page 7 of 14 – SEC Filing
Item 1. Security and Issuer.
This Schedule 13D relates to the shares of Common Stock (the Shares) of Blackhawk Network Holdings, Inc., a Delaware
corporation (the Issuer). The Issuers principal executive offices are located at 6220 Stoneridge Mall Road, Pleasanton, California 94588.
Item 2. Identity and Background
(a)-(c), (f)
This Statement on Schedule 13D is being filed jointly on behalf of the following persons (each a Reporting Person, and collectively, the Reporting Persons):
| 1. | BHN Holdings, Inc., a Delaware corporation (Parent); |
| 2. | Silver Lake Partners V, L.P., a Delaware limited partnership (SLP Fund); |
| 3. | Silver Lake Technology Associates V, L.P., a Delaware limited partnership (SLP Technology Associates); |
| 4. | SLTA V (GP), L.L.C., a Delaware limited liability company (SLTA); and |
| 5. | Silver Lake Group, L.L.C., a Delaware limited liability company (SLG). |
The
Reporting Persons have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit A. SLP Fund is the controlling shareholder of Parent. SLP Technology Associates is the general partner of SLP Fund. SLTA is the general
partner of SLP Technology Associates. SLG is the managing member of SLTA.
The principal business of Parent is to engage in the
transactions contemplated by the Agreement and Plan of Merger, dated as of January 15, 2018 (the Merger Agreement), among Parent, BHN Merger Sub, Inc., a Delaware corporation (Merger Sub), and the Issuer,
as more fully described in Item 4 hereof. The principal business of SLP Fund is to invest in securities. The principal business of SLP Technology Associates is to serve as the general partner of SLP Fund and to manage investments through other
partnerships and limited liability companies. The principal business of SLTA is to serve as the general partner of SLP Technology Associates and to manage investments through other partnerships and limited liability companies. The principal business
of SLG is to serve as the managing member of SLTA and to manage investments through other partnerships and limited liability companies.
The principal office of each of the Reporting Persons is located at c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, California
94025.
Certain information as to each of the executive officers and directors of Parent and the managing members of SLG is set forth on
Annex A attached hereto, which is incorporated herein by reference in response to this Item 2.
(d)-(e) During the last five years, none
of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the other persons identified in Annex A hereto: (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting
Persons are filing this Statement on Schedule 13D because they have entered into certain understandings, as further described herein, with P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (P2 Master Fund
I), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (P2 Master Fund VI), P2 Capital Master Fund XII, L.P., a Delaware limited partnership (P2 Master Fund XII and, together with P2
Master Fund I and P2 Master Fund VI, the P2 Funds) and P2 Capital Partners, LLC, a Delaware limited liability company (the P2 Manager and, together with the P2 Funds, the P2 Parties) in
connection with
