It’s been a while since we last heard from activist Jana Partners. Its 13F stock picks haven’t been impressive over the last 12 months. It ranked #617 (out of 648) in Insider Monkey’s latest hedge fund rankings. So, Barry Rosenstein must have felt the need to shake things up a bit. Why bother with a new idea when you can recycle an old idea and quickly score a 10% gain. So, Jana Partners filed a 13D on Bloomin’ Brands Inc (NASDAQ:BLMN) and the stock responded with a nearly 8% jump.
Jana Partners started buying Bloomin’ Brands shares in early July when they were trading around $17.50. Overall, Jana Partners paid $127.7 million for 7.82 million BLMN shares (Jana’s average cost basis is $16.33). Twenty one months ago Jana pulled the same trick, spending $139.8 million on 7.98 million BLMN shares ( average cost of $17.52). After reaching a quick agreement with the company in February 2018, Jana sold its holdings at prices between $20 and $24 by the end of the second quarter of 2018. That means Jana Partners were happy that they made 25-30% from that trade in about 6 months.
This time around investors are less enthusiastic. Now that BLMN’s stock price is already 10% higher, Jana will probably start dumping its position as the stock price gets closer to $20.
When we look at the hedge fund interest in BLMN, we see that all top 5 hedge fund holders of the stock are quant hedge funds. Activist Barington had a tiny stake in the company at the end of June after trimming its position by 78%. Given that BLMN is a cyclical stock and the recession risk isn’t trivial, there are much better stocks to invest in. Actually, we just uncovered a large cap growth stock that is trading at less than 3 times its core earnings (see our latest idea) and we expect this stock to triple in value over the coming years.
You can see the details of Jana Partners’ filing below. (Click here if you experience problems with the formatting of the article.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| JANA PARTNERS | 7,819,899 | 0 | 7,819,899 | 0 | 7,819,899 | (see Item 5) 9.0% |
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Page 1 of 7 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| _______________ | |
| SCHEDULE 13D | |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. ) | |
| Bloomin’ | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 094235108 | |
| (CUSIP Number) | |
| Eleazer Klein, Esq. Marc Weingarten, Esq. | |
| 919 Third Avenue | |
| New York, New York 10022 | |
| (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| August 20, | |
| (Date of Event which Requires | |
| Filing of this Schedule) | |
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are
to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
————————–
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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Page 2 of 7 – SEC Filing
| 1 | NAME OF REPORTING PERSON JANA PARTNERS LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 7,819,899 Shares | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 7,819,899 Shares | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,819,899 Shares | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 9.0% | |||
| 14 | TYPE OF REPORTING PERSON IA | |||
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Page 3 of 7 – SEC Filing
| Item 1. | SECURITY AND ISSUER. |
| This statement on Schedule 13D relates to the shares (“Shares”) of common stock, par value $0.01 per share, of Bloomin’ Brands, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607. |
| Item 2. | IDENTITY AND BACKGROUND. |
| (a) This statement is filed by (i) JANA Partners LLC, a Delaware limited liability company (“JANA,” or the “Reporting Person”). JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner of JANA is Barry Rosenstein (“Mr. Rosenstein” or the “Principal”). |
| (b) The principal business address of JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, New York 10153. |
| (c) The principal business of JANA and the Principal is investing for accounts under their management. |
| (d) Neither the Reporting Person nor the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) Neither the Reporting Person nor the Principal has, during the last five years, been 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. |
| (f) JANA is a limited liability company organized in Delaware. The Principal is a citizen of the United States of America. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
| The 7,819,899 Shares reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $127.7 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. |
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Page 4 of 7 – SEC Filing
| Item 4. | PURPOSE OF TRANSACTION. |
| The Reporting Person acquired the Shares because it believes the Shares are undervalued and represent an attractive investment opportunity. The Reporting Person intends to have discussions with the Issuer’s board of directors and management regarding a sale of the Issuer, divestitures, capital allocation, operations and board composition. The Reporting Person expects to have discussions with the Issuer’s management and board of directors, shareholders and other interested parties relating to such matters. |
| The Reporting Person may also take other steps to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer’s Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party or parties to do so, although the Reporting Person may seek to influence such actions through customary means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s board of directors. |
| Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment position in the Issuer as it deems appropriate including, without limitation, purchasing additional Shares or selling some or all of its Shares, and/or engaging in short selling of or hedging or similar transactions with respect to the Shares. |
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
| (a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 86,832,208 Shares outstanding as of July 30, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 filed with the Securities and Exchange Commission on August 2, 2019. |
| As of the close of business on the date hereof, JANA may be deemed to beneficially own 7,819,899 Shares, representing approximately 9.0% of the Shares outstanding. |
| (b) JANA has sole voting and dispositive power over 7,819,899 Shares, which power is exercised by the Principal. |
| (c) Information concerning transactions in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities. |
| (d) No person (other than the Reporting Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. |
| (e) Not applicable. |
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Page 5 of 7 – SEC Filing
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
| The Reporting Person does not have any contracts, arrangements, understandings or relationships with any person with respect to the securities of the Issuer. |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Exhibit A: | Transactions in the Shares of the Issuer During the Last 60 Days |
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Page 6 of 7 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 30, 2019
| JANA PARTNERS LLC | ||
| By: | /s/ Jennifer Fanjiang | |
| Name: | Jennifer Fanjiang | |
| Title: | Chief Legal Counsel and Chief Compliance | |
| Officer | ||
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Page 7 of 7 – SEC Filing
EXHIBIT A
Transactions in the Shares of the Issuer
During the Last 60 Days
The following tables set forth all transactions
in the Shares effected in the past sixty days by the Reporting Person. Except as noted below, all such transactions were effected
in the open market through brokers and the price per share includes commissions. Where a price range is provided in the column
Price Range ($), the price reported in that row’s column Price Per Share ($) is a weighted average price. These
Shares were purchased in multiple transactions at prices between the price ranges indicated in the column Price Range ($). The
Reporting Person will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares
sold at each separate price.
JANA
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) | Price Range ($) |
| 7/9/2019 | 165,679 | 17.53 | |
| 7/10/2019 | 84,321 | 17.32 | |
| 7/11/2019 | 180,000 | 17.09 | |
| 7/16/2019 | 42,860 | 17.52 | |
| 7/22/2019 | 170,140 | 17.50 | 17.50 – 17.51 |
| 7/25/2019 | 8,500 | 17.51 | |
| 7/26/2019 | 5,600 | 17.62 | |
| 7/30/2019 | 5,000 | 17.60 | |
| 8/1/2019 | 900 | 17.02 | |
| 8/2/2019 | 10,100 | 17.01 | |
| 8/5/2019 | 261,106 | 16.93 | 16.83 – 16.94 |
| 8/6/2019 | 634,244 | 16.68 | 16.67 – 16.68 |
| 8/7/2019 | 346,014 | 16.49 | 16.44 – 16.50 |
| 8/8/2019 | 315,457 | 16.79 | 16.77 – 16.82 |
| 8/9/2019 | 242,817 | 16.95 | 16.93 – 16.95 |
| 8/12/2019 | 383,877 | 16.70 | 16.70 – 16.71 |
| 8/13/2019 | 222,211 | 16.85 | 16.81 – 16.85 |
| 8/14/2019 | 458,429 | 16.15 | 16.06 – 16.19 |
| 8/15/2019 | 485,524 | 15.64 | 15.60 – 15.67 |
| 8/16/2019 | 266,000 | 15.58 | 15.57 – 15.58 |
| 8/19/2019 | 45,000 | 15.35 | |
| 8/20/2019 | 279,215 | 15.31 | 15.30 – 15.36 |
| 8/21/2019 | 520,302 | 15.40 | 15.38 – 15.44 |
| 8/22/2019 | 397,501 | 15.95 | 15.93 – 15.97 |
| 8/23/2019 | 368,007 | 15.94 | 15.91 – 15.99 |
| 8/26/2019 | 573,775 | 16.08 | 15.98 – 16.10 |
| 8/27/2019 | 581,076 | 16.21 | 16.14 – 16.22 |
| 8/28/2019 | 336,045 | 16.51 | 16.48 – 16.52 |
| 8/29/2019 | 425,199 | 16.82 | 16.80 – 16.84 |
| 8/30/2019 | 5,000 | 17.00 |
