Bloomin' Brands, Inc. filed a Form 8-K on November 2, 2026, disclosing that its independently owned franchisee Out West Restaurant Group filed for Chapter 11 bankruptcy on that date and that the company entered a stalking horse Asset Purchase Agreement on November 1, 2026, to acquire substantially all of Out West's assets for a base purchase price of $26.3 million.

Key Highlights

  • Chapter 11 filing: Cerca Trova Restaurant Group Holdings, Inc. d/b/a Out West Restaurant Group and its subsidiaries filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware on November 2, 2026.
  • Restaurants affected: Out West operates 61 Outback Steakhouse restaurants in the western United States as an independently owned franchisee of Bloomin' Brands.
  • Stalking horse bid: Bloomin' Brands agreed to purchase substantially all of Out West's assets for a base price of $26.3 million, subject to adjustments tied to DIP Facility amounts and specified vendor liabilities relative to a $6.1 million threshold.
  • DIP financing: Bloomin' Brands agreed to provide up to $5.5 million of interest-free debtor-in-possession financing, with $1.5 million drawable after an interim court order and the remainder after a final order.
  • Outside closing date: The Asset Purchase Agreement terminates if the transaction does not close by January 31, 2027, unless extended in accordance with its terms.
  • Prior agreement terminated: The Amended and Restated Holistic Resolution Agreement dated December 31, 2023, provides for automatic termination upon a bankruptcy filing, though the Chapter 11 filing resulted in an automatic stay of termination and related rights.
  • No operational disruption stated: According to the filing, "The Chapter 11 Filing has no immediate impact on any Out West or Company-owned Outback Steakhouse guests, restaurant Team Members, or day-to-day operations."

Out West Bankruptcy and Bloomin' Brands' Stalking Horse Bid: Key Details

According to the filing, Out West Restaurant Group, which operates 61 Outback Steakhouse locations in the western United States as a franchisee of Bloomin' Brands (NASDAQ:BLMN), filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware on November 2, 2026. The company disclosed that Out West will continue operating as a "debtor in possession" under court supervision and has sought court authority to pay certain prepetition employee, vendor, supplier, and other obligations.

On November 1, 2026, Bloomin' Brands entered into a stalking horse Asset Purchase Agreement with Out West. The filing states the purchase price is $26.3 million, reduced by any amounts owed under the DIP Facility and potentially increased dollar-for-dollar if specified vendor liabilities assumed at closing fall below $6.1 million, with no increase if those liabilities equal or exceed that threshold. The company also agreed to assume certain liabilities, including lease obligations for future periods, unredeemed gift cards, and specified vendor liabilities. The Asset Purchase Agreement includes a break-up fee payable to Bloomin' Brands if it is outbid by qualifying bidders, and a deposit forfeiture provision in favor of Out West upon certain other events. The filing notes the full text of the agreement will be filed as an exhibit to the company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2026.

Bloomin' Brands also agreed to provide up to $5.5 million of interest-free DIP financing. Under the proposed structure, Out West may draw $1.5 million after an interim court approval order and the remainder after a final order, using the funds for ordinary operating expenses and professional costs, solely to the extent cash from operations is insufficient. The DIP Facility is set to terminate on January 4, 2027, unless an Asset Sale has closed or the date is extended by lenders. The filing cautioned that "there can be no assurances regarding the outcome of Out West's bankruptcy proceedings, including whether the Company will successfully acquire the Assets."

What Was Disclosed

Bloomin' Brands disclosed a franchisee Chapter 11 bankruptcy filing, a stalking horse asset purchase agreement for $26.3 million, and a commitment to provide up to $5.5 million in interest-free DIP financing, all related to Out West Restaurant Group's 61 Outback Steakhouse locations.