Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense


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Table of Contents

Filed Pursuant to Rule 424(b)(4)

Registration Nos. 333-187325 and 333-188004

 



10,000,000 Shares

CLASS A COMMON STOCK

This is an initial public offering of the Class A common stock of Blackhawk Network Holdings, Inc. All of the 10,000,000 shares of Class A common stock are being sold by our existing stockholders, including our parent company, Safeway Inc., or Safeway. The selling stockholders will receive all of the net proceeds from the sale of the shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price of our Class A common stock is $23.00 per share. Our Class A common stock has been approved for listing on the NASDAQ Global Select Market under the symbol “HAWK.”

Following this offering, we will have two classes of authorized common stock: Class A common stock and Class B common stock. Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Each share of our Class B common stock entitles its holder to ten votes on all matters to be voted on by stockholders generally. Holders of our Class A and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. Our parent company, Safeway, will hold 39,315,772 shares of Class B common stock, representing 75.7% of our total outstanding shares of common stock, 93.8% of our total outstanding shares of Class B common stock, and 91.6% of the combined voting power of our outstanding common stock upon completion of this offering, assuming that the underwriters do not exercise their option to purchase additional shares. The shares being sold in this offering will represent 19.3% of our total outstanding shares of common stock immediately following this offering.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, may elect to comply with certain reduced public company reporting requirements in future reports after the completion of this offering.

 

 

See “Risk Factors” beginning on page 18 to read about factors you should consider before buying shares of the Class A common stock.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Per Share

 

  

Total

 

Initial public offering price

  

$

23.000

  

  

$

230,000,000

  

Underwriting discount(1)

  

$

1.495

  

  

$

14,950,000

  

 

 

 

Proceeds, before expenses, to the selling stockholders

  

$

21.505

  

  

$

215,050,000

  

 

(1)

See “Underwriting.”

To the extent that the underwriters sell more than 10,000,000 shares of Class A common stock, the underwriters have the option to purchase up to an additional 1,500,000 shares from the selling stockholders at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on or about April 24, 2013.

 

 

 

 

 

 

 

 

 

Goldman, Sachs & Co.

  

BofA Merrill Lynch

  

Citigroup

  

Deutsche Bank Securities

 

 

 

 

 

Barclays

 

BMO Capital Markets

 

Credit Suisse

Piper Jaffray

 

Raymond James

 

Wells Fargo Securities

 

Prospectus dated April 18, 2013
Table of Contents



Table of Contents

 

 


Table of Contents

TABLE OF CONTENTS

 


 

 

 

 

 

 

  

Page

 

Prospectus Summary

  

 

1

  

Glossary of Industry and Other Terms

  

 

16

  

Risk Factors

  

 

18

  

Cautionary Note Regarding Forward-Looking Statements

  

 

50

  

Use of Proceeds

  

 

51

  

Dividend Policy

  

 

51

  

Capitalization

  

 

52

  

Dilution

  

 

55

  

Selected Consolidated Financial Data

  

 

58

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

 

62

  

Business

  

 

91

  

Management

  

 

115

  

Executive Compensation

  

 

121

  

Certain Relationships and Related Party Transactions

  

 

137

  

Principal and Selling Stockholders

  

 

145

  

Description of Capital Stock

  

 

147

  

Shares Eligible for Future Sale

  

 

156

  

Material United States Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock

  

 

159

  

Underwriting

  

 

164

  

Validity of Class A Common Stock

  

 

169

  

Experts

  

 

169

  

Where You Can Find Additional Information

  

 

169

  

Index to Consolidated Financial Statements

  

 

F-1

  

Through and including May 13, 2013 (the 25th day after the date of this prospectus), all dealers effecting transactions in our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholders nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Industry and Market Data

This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, public filings and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our ranking, market position and market estimates are based on independent industry publications, third-party forecasts and management’s estimates and assumptions about our markets and our internal research. We have not independently verified such third-party information nor have we ascertained the underlying economic assumptions relied upon in those sources, and we

 

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cannot assure you of the accuracy or completeness of such information contained in this prospectus. Such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus.

Trademarks, Service Marks and Trade Names

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. We do not intend for our use or display of other companies’ trademarks, service marks, trade names or products in this prospectus to imply relationships with, or endorsement or sponsorship of us by, these other companies. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the  

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconU. S. Securities and exchange commission

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense iconSecurities and exchange commission




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