UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549  
 
FORM 10-Q/A
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 18, 2016
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-35882  
 
BLACKHAWK NETWORK HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
43-2099257
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
6220 Stoneridge Mall Road
Pleasanton, CA
 
94588
(Address of Principal Executive Offices)
 
(Zip Code)
(925) 226-9990
(Registrant’s Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
 
 
Non-accelerated filer
 
¨   (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
As of July 20, 2016, there were 56,319,000 shares of the Registrant’s common stock outstanding.
 




EXPLANATORY NOTE
We are filing this Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “ Amendment ”) to amend our Quarterly Report on Form 10-Q for the quarterly period ended June 18, 2016, as filed with the Securities and Exchange Commission (the “ SEC ”) on July 28, 2016 (the “ Form 10-Q ”). This Amendment is being filed solely to file a revised form of Exhibit 10.1 to the Form 10-Q (certain portions of which are omitted pursuant to a confidential treatment request submitted with the SEC). In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits hereto.
No attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q, including the change in our filing status to a large accelerated filer. This Amendment does not reflect events occurring after the filing of the Form 10-Q (i.e., occurring after July 28, 2016) or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed by the registrant with the SEC. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and the registrant’s other filings with the Securities and Exchange Commission.




ITEM 6. EXHIBITS
A list of exhibits filed with this report or incorporated herein by reference is found in the Index to Exhibits immediately following the signature page of this report and is incorporated into this Item 6 by reference. The list of exhibits under Item 6 of Part II of the Form 10-Q is hereby amended such that Exhibit 10.1 is replaced in its entirety by the document attached as Exhibit 10.1 to this Amendment.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Blackhawk Network Holdings, Inc.
 
/s/ Jerry Ulrich
Jerry Ulrich
Chief Financial Officer and Chief Administrative Officer
(Principal Financial Officer and Duly Authorized Signatory)
Date: February 24, 2017






INDEX TO EXHIBITS
 
 
 
 
Incorporated by Reference
 
Filed
Herewith
Exhibit No
 
Description of Exhibit
 
Form
 
File No.
 
Exhibit(s)
 
Filing Date
 
10.1†
 
Amendment No. 4 to Servicing Agreement, dated as of May 6, 2016, between Blackhawk Network, Inc. and MetaBank, dba Meta Payment Systems.
 
 
 
 
 
 
 
 
 
X
10.2†#
 
Amendment No. 5 to Servicing Agreement, dated as of June 16, 2016, between Blackhawk Network, Inc. and MetaBank, dba Meta Payment Systems.
 
 
 
 
 
 
 
 
 
 
31.1
 
Certification Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
 
 
 
 
X
31.2
 
Certification Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
 
 
 
 
X
32.1*#
 
Certification Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended and, 18 U.S.C. Section §1350.
 
 
 
 
 
 
 
 
 
 
101.INS#
 
XBRL Instance Document
 
 
 
 
 
 
 
 
 
 
101.SCH#
 
XBRL Taxonomy Extension Schema
 
 
 
 
 
 
 
 
 
 
101.CAL#
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
 
 
 
 
 
 
 
101.DEF#
 
XBRL Taxonomy Extension Definition Linkbase
 
 
 
 
 
 
 
 
 
 
101.LAB#
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
 
 
 
 
 
 
 
101.PRE#
 
XBRL Taxonomy Extension Presentation Linkbase
 
 
 
 
 
 
 
 
 
 

______________________
#
These exhibits were previously included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 18, 2016, filed with the Securities and Exchange Commission on July 28, 2016.
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.
*
The certification attached as Exhibit 32.1 to this report is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this report), irrespective of any general incorporation language contained in such filing.





Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.


Exhibit 10.1

AMENDMENT NO. 4 TO SERVICING AGREEMENT
This Amendment No. 4 to Servicing Agreement (“ Amendment No. 4 ”) is made and entered into as of the latest date signed below (“ Amendment Effective Date ”) by and between Blackhawk Network, Inc., an Arizona corporation (“ Servicer ”), and MetaBank, dba Meta Payment Systems, a federal savings bank (“ Bank ”) and relates to that certain Servicing Agreement dated March 30, 2012, by and between Servicer and Bank, as amended by Amendment No. 1 to Servicing Agreement, dated November 5, 2012 (“Amendment No. 1”), Amendment No. 2 to Servicing Agreement, dated October 31, 2013 (“Amendment No. 2”), the First Addendum to Servicing Agreement, dated May 30, 2014 (“Addendum No. 1”), Amendment No. 3 to Servicing Agreement, dated June 13, 2014 (“Amendment No. 3”) and the Second Addendum to Servicing Agreement, dated October 1, 2015 (“Addendum No. 2”)(together, the “ Agreement ”). Each of Servicer and Bank may be referred to herein as a “ Party ” or collectively as the “ Parties ”. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning assigned to them in the Agreement (as hereinafter defined and as amended herein).
RECITALS
Whereas, the Parties desire to amend the Agreement as more fully set forth below.
AGREEMENT
NOW, THEREFORE , each of the Parties for good and valuable consideration exchanged and intending to be legally bound, hereby mutually agree as follows:
1.
The following sentence will be added to the end of Section 3.1:
“Bank will be Servicer’s preferred issuer of network branded prepaid Programs and Servicer will use commercially reasonable efforts, provided Bank continues to meet its commitments under this Agreement, to have [**] of the annual United States transaction dollar volume of Programs to be issued by Bank.”
2.
The first sentence of Section 9.1 is hereby deleted in its entirety and replaced with the following:
“The term of the Agreement shall commence of the Effective Date and continue until December 31, 2023 (the “ Initial Term ”) unless terminated earlier as provided below. In the event that Servicer terminates the Agreement for any reason other than Bank’s fraud, gross negligence, material breach of contract or pursuant to Section 9.4 before January 1, 2022, Servicer will pay to Bank a termination fee as follows:

Termination prior to January 1, 2019: $20,000,000;
Termination on or after January 1, 2019 but before January 1, 2020: $15,000,000;
Termination on or after January 1, 2020 but before January 1, 2021: $7,500,000; or
Termination on or after January 1, 2021 but before January 1, 2022: $5,000,000.”

3.
Section 9.4 Suspension Rights is hereby deleted in its entirety and replaced with the following:
“If Servicer determines in its reasonable discretion that any activity under the Program, or any feature thereof, violates Applicable Law or if any Applicable Law or action from a Regulatory Authority places the Program in a position where Servicer (in Servicer’s reasonable discretion) cannot operate pursuant to this Agreement either: (i) in a manner that is compliant with Applicable Law or such Regulatory Authority action, or (ii) in a manner that does not have a material adverse economic impact upon Servicer, then, Servicer and Bank shall meet and confer, through their President’s or CEOs, to attempt to resolve those concerns in good faith within sixty (60) days of notice thereof. If the concerns are not resolved in good faith within 60 days, then Servicer shall have the right, acting reasonably, to cease or cause the cessation of the subject activity in any jurisdiction where to not do so would violate Applicable Law, provided, however, that Servicer shall have provided Bank prompt (at least thirty (30) days’ prior) written notice of its decision to cease or cause the cessation of the subject activity.”

[**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request.


Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.


4.
Section 14.8 Notices is hereby deleted in its entirety and replaced with the following:
“All notices, requests and approvals required by this Agreement shall be in writing addressed/directed to the other Party at the address set forth below. All such notices, requests, and approvals shall be deemed given upon the earlier of receipt of facsimile transmission during normal business day or actual receipt thereof. All such notices, requests and approvals shall be addressed to the attention of:
Bank to:
MetaBank
d/b/a Meta Payment Systems
5501 S. Broadband Lane
Sioux Falls, SD 57108
Attention: General Counsel
Facsimile Number: (605) 338-0596
 
 
Servicer to:
Chief Executive Officer
Blackhawk Network, Inc.
6220 Stoneridge Mall Road
Pleasanton, CA 94588
Facsimile Number: (925) 226-9083
 
 
With Copy to:
Blackhawk Network, Inc.
6220 Stoneridge Mall Road
Pleasanton, CA 94588
Attn: Legal Department – General Counsel
Facsimile Number: (925) 226-9728
5.
Schedule E is hereby added to the Agreement as set forth on Attachment 1 to this Amendment No. 4 and the following paragraph is added immediately following the first paragraph of Section II(b) of Schedule A to the Agreement, as amended by Amendment No. 3 to the Servicing Agreement:
[**]
6.
Schedule D to the Agreement is hereby deleted in its entirety.
7.
Section II(d) of Schedule A is hereby deleted in its entirety and replaced with the following:
“The parties agree to meet once every calendar quarter during the Initial Term and any Renewal Term, as applicable, to review the methodology set forth in Section II(b) of Schedule A and negotiate in good faith an equitable adjustment to such methodology, if necessary, for the next calendar quarter in light of various relevant factors, including, without limitation, changes in the redemption rates of the Subject Cards. the amount of legally permitted breakage of the Subject Cards (which shall be calculated based upon applicable unclaimed property laws. regulations and guidance from state unclaimed property administrators in connection with the anticipated Card Balances (per state) to which such laws would apply in that next calendar quarter), the actual and projected volume of sales of the Subject Cards in the stores of Servicer's Alliance Partners, the expansion or contraction of Servicer 's Alliance Partner network, increases and decreases in the costs associated with the services provided by Servicer hereunder, regulatory changes, and any other factors that affect the economics of the distribution of the Subject Cards. The analysis used to support any prospective change in the Supplemental Fee shall include assumptions with respect to projected sales volumes and redemption rates with the objective that the forecasted cumulative differences in Supplemental Fees and unredeemed Card Balances will approximate zero by the end of the then current term of the Agreement. In no event shall there be any retroactive adjustment made to or refund of the amount of the Supplemental Fees theretofore payable to Servicer hereunder. In the event that the Parties are unable through good faith negotiation to agree on an equitable adjustment to the amount of the Supplemental Fee, and either Party can reasonably demonstrate that it will realize a material adverse economic impact resulting from the then-current Supplemental Fee, as applicable, then either Party can terminate upon one hundred twenty (120) days' notice (the “Termination Notice Period”) to the other Party the obligations set forth in (i) paragraphs (b) and (c) of Section II of this Schedule A, and (ii) the first sentence of this paragraph (d) of Section III of this Schedule A; provided, however, any such obligations associated

[**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request.


Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.


with Subject Cards sold before the end of the Termination Notice Period shall continue to survive such termination.”
8.
Except as specifically modified by this Amendment No. 4, the Agreement shall remain in full force and effect. This Amendment No. 4 may not be amended or modified except pursuant to a written agreement signed by each of the Parties hereto. This Amendment shall bind, and inure to the benefit of, Servicer and Bank and their successors and permitted assigns. This Amendment No. 4 may be executed in counterparts, which execution may be by facsimile or other electronic means, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF , this Amendment is executed by the Parties’ authorized officers or representatives and shall be effective as of the Amendment Effective Date.
Blackhawk Network, Inc.
 
MetaBank, dba Meta Payment Systems
 
 
 
 
 
By:
/s/ Jerry Ulrich    
 
By:
/s/ Brad Hanson
Name:
Jerry Ulrich    
 
Name:
Brad Hanson
Title:
CFO&CAO    
 
Title:
President
Date:
5/6/2016
 
Date:
5/6/2016


[**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request.


Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.


Attachment 1

SCHEDULE E

SUPPLEMENTAL FEE RATES

Calendar Quarter of Card Activation
Applicable Supplemental Fee Rate*
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
AFTER [**]
[**]
 

* The calculated Supplemental Fee is payable [**].


[**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request.



Exhibit 31.1

CERTIFICATIONS
I, Talbott Roche, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q/A of Blackhawk Network Holdings, Inc.; and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: February 24, 2017
/s/ Talbott Roche
Talbott Roche
President and Chief Executive Officer
(Principal Executive Officer)




Exhibit 31.2

CERTIFICATIONS
I, Jerry Ulrich, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q/A of Blackhawk Network Holdings, Inc.; and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
Date: February 24, 2017
/s/ Jerry Ulrich
Jerry Ulrich
Chief Financial Officer and Chief Administrative Officer
(Principal Financial Officer)