Blackhawk Network Holdings, Inc. (NASDAQ:HAWK) (“Blackhawk”), a
global financial technology company and a leader in prepaid gift,
reward and incentive technologies and solutions, today announced
that Silver Lake, the global leader in technology investing, and P2
Capital Partners have agreed to acquire Blackhawk in an all-cash
transaction for a total consideration of approximately $3.5
billion, which includes Blackhawk’s debt. Under the terms of the
agreement, Blackhawk stockholders will receive $45.25 per share in
cash upon closing of the transaction, representing a premium of
24.0% over Blackhawk’s closing share price of $36.50 on January 12,
2018 and a premium of 29.3% over the average closing share price
during the 90 calendar days ended January 12, 2018.
Blackhawk operates a leading physical and digital gift card and
prepaid payments network with global scale, connecting more than
1,000 brands to over 244,000 retail distribution locations and
online channels. Upon completion of the transaction Blackhawk will
operate as a private company under the leadership of the current
management team. Blackhawk’s Board of Directors has unanimously
approved the definitive merger agreement and recommends that
stockholders vote in favor of the transaction. The definitive
agreement has fully committed debt and equity financing, including
an approximately $1.7 billion equity commitment from Silver Lake.
P2 Capital Partners, which beneficially owns approximately 5.4% of
Blackhawk’s outstanding common stock, has committed to vote in
favor of the proposed transaction.
“After a thorough assessment, the Board has determined that this
transaction represents a compelling outcome for our stockholders,
customers and employees. It recognizes the value of Blackhawk’s
prospects while providing stockholders with an immediate cash value
at a substantial premium,” said Bill Tauscher, Executive Chairman
of Blackhawk.
“This transaction delivers immediate benefits and significant
value to our stockholders,” said Talbott Roche, CEO and President
of Blackhawk. “Silver Lake and P2 Capital Partners bring the
long-term focus, financial resources and technology expertise that
can enable us to accelerate growth initiatives globally and reach
the company’s full potential.”
“Blackhawk’s outstanding network of partners and proprietary
technology creates a unique franchise in the payments industry with
a proven ability to innovate in both the physical and digital
segments,” said Mike Bingle, Managing Partner at Silver Lake. “We
are excited to work with Blackhawk’s world-class management team
and our new partners at P2 Capital Partners to strengthen the
company’s position in large and growing parts of the financial
technology ecosystem.”
“This transaction represents the best way to maximize value for
all stockholders,” said Alex Silver, Partner at P2 Capital
Partners. “We have been an investor and supporter of Blackhawk’s
strategy and management for several years, and we look forward to
working with Silver Lake and Blackhawk management to drive the
company’s next stage of growth.”
The transaction, which is expected to close mid-2018, is subject
to customary closing conditions, including receipt of stockholder
and regulatory approvals. The definitive merger agreement permits
Blackhawk’s Board of Directors and its advisors to solicit,
receive, evaluate and enter into negotiations with respect to
alternative proposals through February 9, 2018. There can be no
assurance that this process will result in a superior proposal, and
Blackhawk’s Board of Directors does not intend to disclose
developments with respect to the solicitation process unless and
until the Board makes a determination requiring further
disclosure.
Sandler O’Neill & Partners, L.P., is acting as financial
advisor to Blackhawk, and Wachtell, Lipton, Rosen & Katz is
serving as Blackhawk’s legal advisor in the transaction.
Barclays, BofA Merrill Lynch, affiliates of Goldman, Sachs &
Co. and J.P. Morgan (in alphabetical order) are acting as financial
advisors to Silver Lake and are providing debt financing to
Blackhawk in connection with the transaction. Citi is
providing debt financing to Blackhawk in connection with the
transaction. Simpson Thacher & Bartlett LLP is serving as
Silver Lake’s legal advisor, and Debevoise & Plimpton LLP is
serving as legal advisor to P2 Capital Partners.
About Blackhawk Network Holdings, Inc.Blackhawk
Network Holdings, Inc. (NASDAQ:HAWK) is a global financial
technology company and a leader in connecting brands and people
through branded value solutions. Blackhawk platforms and solutions
enable the management of stored value products, promotions and
rewards programs in retail, ecommerce, financial services and
mobile wallets. Blackhawk’s Hawk Commerce division offers
technology solutions to businesses and direct to consumers. The
Hawk Incentives division offers enterprise, SMB and reseller
partners an array of platforms and branded value products to incent
and reward consumers, employees and sales channels. Headquartered
in Pleasanton, Calif., Blackhawk operates in 26 countries. For more
information, please visit blackhawknetwork.com, hawkcommerce.com,
hawkincentives.com or our product websites giftcards.com,
giftcardmall.com, cardpool.com, giftcardlab.com and
omnicard.com.
About Silver LakeSilver Lake is the global
leader in technology investing, with about $39 billion in combined
assets under management and committed capital and a team of
approximately 100 investment and value creation professionals
located in Silicon Valley, New York, London, Hong Kong and Tokyo.
Silver Lake’s portfolio of investments collectively generates more
than $140 billion of revenue annually and employs more than 300,000
people globally. The firm’s current portfolio includes leading
technology and technology-enabled businesses such as Alibaba Group,
Ancestry, Broadcom Limited, Cast & Crew, Ctrip, Dell
Technologies, Endeavor, Fanatics, Global Blue, GoDaddy, Motorola
Solutions, Red Ventures, Sabre, SoFi, SolarWinds and Symantec. For
more information about Silver Lake and its entire portfolio, please
visit www.silverlake.com.
About P2 Capital PartnersP2 Capital Partners is
a New York-based investment firm that applies a private equity
approach to investing in the public market. P2 Capital Partners
manages a concentrated portfolio of significant ownership stakes in
high quality public companies in which it is an active shareholder
focused on creating long-term value in partnership with management.
The firm will also lead private equity transactions within its
public portfolio. P2 Capital Partners’ limited partners include
leading public pension funds, corporate pension funds, endowments,
foundations, insurance companies, and high net worth investors.
Contacts
Blackhawk Network Holdings, Inc.:
InvestorsPatrick
CroninPatrick.Cronin@bhnetwork.com+1-925-226-9939
MediaSheila Ennis / Dan
Scorpiosbe@abmac.com/dps@abmac.com+1-415-745-3294 /
+1-212-371-5999
Silver Lake and P2 Capital Partners:
MediaPatricia Graue / Alice
Gibbsilverlake@brunswickgroup.com+1-212-333-3810
Additional Information and Where to Find It
This communication relates to the proposed merger transaction
involving Blackhawk Network Holdings, Inc. (the “Company”). In
connection with the proposed merger, the Company will file relevant
materials with the U.S. Securities and Exchange Commission (the
“SEC”), including the Company’s proxy statement on Schedule 14A
(the “Proxy Statement”). This communication is not a substitute for
the Proxy Statement or any other document that the Company may file
with the SEC or send to its stockholders in connection with the
proposed merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF
THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
the documents (when available) free of charge at the SEC’s website,
http://www.sec.gov, and the Company’s website,
www.blackhawknetwork.com. In addition, the documents (when
available) may be obtained free of charge by directing a request to
Patrick Cronin by email at investor.relations@bhnetwork.com or by
calling (925) 226-9973.
Participants in Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
holders of the Company’s common stock in respect of the proposed
transaction. Information about the directors and executive officers
of the Company is set forth in the proxy statement for the
Company’s 2017 annual meeting of stockholders, which was filed with
the SEC on April 20, 2017, and in other documents filed by the
Company, including on behalf of such individuals, with the SEC.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Proxy Statement and other relevant materials to be filed with
the SEC in respect of the proposed transaction when they become
available.
Cautionary Statements Regarding Forward-Looking
Information
Certain statements contained in this communication may
constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements are indicated by
words or phrases such as “guidance,” “believes,” “expects,”
“intends,” “forecasts,” “can,” “could,” “may,” “anticipates,”
“estimates,” “plans,” “projects,” “seeks,” “should,” “targets,”
“will,” “would,” “outlook,” “continuing,” “ongoing,” and similar
words or phrases and the negative of such words and phrases.
Forward-looking statements are based on the Company’s current plans
and expectations and involve risks and uncertainties which are, in
many instances, beyond the Company’s control, and which could cause
actual results to differ materially from those included in or
contemplated or implied by the forward-looking statements. Such
risks and uncertainties include the following: the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement; the failure to obtain the
Company’s stockholders’ approval of the transaction; the failure to
obtain certain required regulatory approvals to the completion of
the transaction or the failure to satisfy any of the other
conditions to the completion of the transaction; the effect of the
announcement of the transaction on the ability of the Company to
retain and hire key personnel and maintain relationships with its
partners, clients, customers, providers, advertisers, and others
with whom it does business, or on its operating results and
businesses generally; risks associated with the disruption of
management’s attention from ongoing business operations due to the
transaction; the ability to meet expectations regarding the timing
and completion of the merger; and other risks and uncertainties
described in the Company’s reports and filings with the SEC,
including the risks and uncertainties set forth in Item 1A under
the heading Risk Factors in the Company’s Annual Report on Form
10-K for the year ended December 31, 2016 filed with the SEC on
February 27, 2017 and other periodic reports the Company files with
the SEC, which are available at www.sec.gov and the Company’s
website at www.blackhawknetwork.com. The Company undertakes no
obligation to update forward-looking statements to reflect
developments or information obtained after the date hereof and
disclaims any obligation to do so other than as may be required by
law. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
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