Company and Starboard Enter into Cooperation
Agreement
Bloomin’ Brands, Inc. (Nasdaq: BLMN) today announced the
appointment of Dave George, former Chief Operating Officer of
Darden Restaurants, and Jon Sagal, Partner at Starboard Value LP
(together with certain of its affiliates, “Starboard”), to the
Company’s Board of Directors, effective immediately. These
appointments have been made in connection with a cooperation
agreement entered into between the Company and Starboard, which
owns approximately 9.7% of the Company’s outstanding common stock,
and reflect the Company’s ongoing commitment to constructive
shareholder engagement.
R. Michael Mohan, Chairman of the Board of Bloomin’ Brands,
said, “We are pleased to welcome Dave and Jon to the Board. With
more than 30 years of leadership experience in the restaurant
industry, Dave is deeply familiar with the unique aspects of casual
dining and has a proven record of driving growth and profitability.
Jon brings valuable financial and investment acumen and further
shareholder representation to the Board. We are confident Dave and
Jon will further enhance our Board’s already diverse and proven
expertise, and we look forward to benefiting from their
perspectives as we advance our ongoing work to deliver a
differentiated customer experience, drive sales and traffic and
create value for all shareholders.”
Jeffrey Smith, Chief Executive Officer and Chief Investment
Officer of Starboard, commented, “Throughout the course of our
engagement with Bloomin’ Brands, we have appreciated the
collaborative and open dialogue we have had with members of the
Board and management team. Bloomin’ Brands has a great portfolio of
brands along with compelling growth levers and opportunities for
value creation. We believe Dave and Jon bring experience and
insights that are additive to the Company’s Board, and we look
forward to working closely with the Company to drive further
operational and financial improvements and enhance value for
shareholders.”
In addition, the Company today announced the formation of an
Operating Committee of the Board. This Committee will work with
management to identify and recommend opportunities for further
improvement related to various corporate and operational matters.
Dave George will serve as the Chair of the Committee, and Jon Sagal
and current directors Mike Mohan and John Mahoney have been
appointed as members.
Under the cooperation agreement, Starboard has agreed to
customary standstill, voting and other provisions. The full
agreement between Bloomin’ Brands and Starboard will be filed on a
Form 8-K with the U.S. Securities and Exchange Commission (the
“SEC”).
BofA Securities, Inc. is serving as financial advisor and
Wachtell, Lipton, Rosen & Katz is serving as legal advisor to
Bloomin’ Brands. Olshan Frome Wolosky LLP is serving as legal
counsel to Starboard.
About Dave George
Dave George most recently served as Executive Vice President,
Chief Operating Officer at Darden Restaurants, a role he held from
January 2018 to August 2020. He originally joined Darden in 2007 as
a result of Darden’s acquisition of LongHorn Steakhouse as
President, LongHorn Steakhouse. Mr. George was named President,
Olive Garden in 2013 and Executive Vice President, Darden in
2016.
Prior to his tenure at Darden, Mr. George served as Senior Vice
President, Operations for LongHorn Steakhouse from 2001 to 2003 and
Vice President, Operations for The Capital Grille from 2000 to
2001. Mr. George was formerly on the Board of Ziosk and is a
National Trustee for Boys & Girls Clubs of America. He
graduated from Michigan State University, where he received a B.S.
in Hotel and Restaurant Management and currently serves on the
advisory board of the Broad School of Business.
About Jon Sagal
Jon Sagal is a Partner at Starboard Value LP. Prior to joining
Starboard in 2011, Mr. Sagal was an investment analyst at
Casablanca Capital, an investment firm focused on shareholder
activism. Previously, he was an investment analyst at Mill Road
Capital, where he focused on long-term public and private equity
investments in microcap companies, and Prentice Capital Management,
where he focused on investments in consumer and retail companies.
Prior to Prentice, he was an Investment Banking Analyst in the
Mergers & Acquisitions group at Rothschild Inc.
Since 2019, Mr. Sagal has served on the board of directors of
Acacia Research Corporation, an opportunistic capital platform with
a strategy to purchase businesses based on the differentials
between public and private market valuations, where he is Chair of
the Strategic Committee and served on the Nominating, Corporate
Governance & Sustainability Committee. Mr. Sagal also serves on
the board of Microlumbia Impact Fund, a student run non-profit fund
at Columbia Business School that focuses on microfinance and impact
investing.
Mr. Sagal received an M.B.A. from Columbia Business School and
graduated from Princeton University, where he received an A.B. in
Philosophy.
About Bloomin’ Brands,
Inc.
Bloomin’ Brands, Inc. is one of the largest casual dining
restaurant companies in the world with a portfolio of leading,
differentiated restaurant concepts. The Company has four
founder-inspired brands: Outback Steakhouse, Carrabba’s Italian
Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine
Bar. The Company owns and operates more than 1,450 restaurants in
47 states, Guam and 13 countries, some of which are franchise
locations. For more information, please visit
www.bloominbrands.com.
About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a
focused and differentiated fundamental approach to investing
primarily in publicly traded companies. Starboard invests in deeply
undervalued companies and actively engages with management teams
and boards of directors to identify and execute on opportunities to
unlock value for the benefit of all shareholders.
Forward-Looking
Statements
Certain statements contained in this press release are not based
on historical fact and are “forward-looking statements” within the
meaning of applicable securities laws. Generally, these statements
can be identified by the use of words such as “guidance,”
“believes,” “estimates,” “anticipates,” “expects,” “on track,”
“feels,” “forecasts,” “seeks,” “projects,” “intends,” “plans,”
“may,” “will,” “should,” “could,” “would” and similar expressions
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. These
forward-looking statements include all matters that are not
historical facts. By their nature, forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from the Company’s forward-looking statements.
These risks and uncertainties include, but are not limited to:
consumer reaction to public health and food safety issues;
increases in labor costs and fluctuations in the availability of
employees; increases in unemployment rates and taxes; competition;
interruption or breach of our systems or loss of consumer or
employee information; price and availability of commodities and
other impacts of inflation; our dependence on a limited number of
suppliers and distributors; the effects of a health pandemic and
uncertainties about its depth and duration, as well as the impacts
to economic conditions, the responses of domestic and foreign
federal, state and local governments to a pandemic and consumer
behavior; political, social and legal conditions in international
markets and their effects on foreign operations and foreign
currency exchange rates; our ability to address environmental,
social and governance matters; local, regional, national and
international economic conditions; changes in patterns of consumer
traffic, consumer tastes and dietary habits; the effects of changes
in tax laws; costs, diversion of management attention and
reputational damage from any claims or litigation; government
actions and policies; challenges associated with our remodeling,
relocation and expansion plans; our ability to preserve the value
of and grow our brands; consumer confidence and spending patterns;
weather, acts of God and other disasters and the ability or success
in executing related business continuity plans; the Company’s
ability to make debt payments and planned investments and the
Company’s compliance with debt covenants; the cost and availability
of credit; interest rate changes; and any impairments in the
carrying value of goodwill and other assets. Further information on
potential factors that could affect the financial results of the
Company and its forward-looking statements is included in its most
recent Form 10-K and subsequent filings with the SEC. The Company
assumes no obligation to update any forward-looking statement,
except as may be required by law. These forward-looking statements
speak only as of the date of this release. All forward-looking
statements are qualified in their entirety by this cautionary
statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20240102030212/en/
Cathie Koch Group Vice President, Corporate Affairs (813)
830-5127
Bloomin Brands (NASDAQ:BLMN)
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