13D Filing: Silver Lake Partners and Blackhawk Network Holdings Inc (HAWK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Blackhawk
Network Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of
Class of Securities)

09238E104

(CUSIP Number)

Karen King

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

(650) 233-8120

With copies to:

Benjamin Schaye, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New
York, NY 10017

(212) 455-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications

January 15, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box  ☐

Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover
page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This Schedule 13D relates to the shares of Common Stock (the Shares) of Blackhawk Network Holdings, Inc., a Delaware
corporation (the Issuer). The Issuers principal executive offices are located at 6220 Stoneridge Mall Road, Pleasanton, California 94588.

Item 2. Identity and Background

(a)-(c), (f)
This Statement on Schedule 13D is being filed jointly on behalf of the following persons (each a Reporting Person, and collectively, the Reporting Persons):

The
Reporting Persons have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit A. SLP Fund is the controlling shareholder of Parent. SLP Technology Associates is the general partner of SLP Fund. SLTA is the general
partner of SLP Technology Associates. SLG is the managing member of SLTA.

The principal business of Parent is to engage in the
transactions contemplated by the Agreement and Plan of Merger, dated as of January 15, 2018 (the Merger Agreement), among Parent, BHN Merger Sub, Inc., a Delaware corporation (Merger Sub), and the Issuer,
as more fully described in Item 4 hereof. The principal business of SLP Fund is to invest in securities. The principal business of SLP Technology Associates is to serve as the general partner of SLP Fund and to manage investments through other
partnerships and limited liability companies. The principal business of SLTA is to serve as the general partner of SLP Technology Associates and to manage investments through other partnerships and limited liability companies. The principal business
of SLG is to serve as the managing member of SLTA and to manage investments through other partnerships and limited liability companies.

The principal office of each of the Reporting Persons is located at c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, California
94025.

Certain information as to each of the executive officers and directors of Parent and the managing members of SLG is set forth on
Annex A attached hereto, which is incorporated herein by reference in response to this Item 2.

(d)-(e) During the last five years, none
of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the other persons identified in Annex A hereto: (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting
Persons are filing this Statement on Schedule 13D because they have entered into certain understandings, as further described herein, with P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (P2 Master Fund
I), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (P2 Master Fund VI), P2 Capital Master Fund XII, L.P., a Delaware limited partnership (P2 Master Fund XII and, together with P2
Master Fund I and P2 Master Fund VI, the P2 Funds) and P2 Capital Partners, LLC, a Delaware limited liability company (the P2 Manager and, together with the P2 Funds, the P2 Parties) in
connection with

the transactions contemplated by the Merger Agreement, as more fully described in Item 4 hereof. The P2 Parties are the record and/or beneficial owners of the securities reported herein and such
persons have separately filed Schedule 13D filings reporting their respective ownership of such securities.

Item 3. Sources and Amount of Funds
or Other Consideration.

The information set forth or incorporated in Item 4 is incorporated by reference in its entirety into this
Item 3.

As more fully described in Item 4 hereof, the P2 Funds, who are the record and/or beneficial owners of 3,000,000 Shares, have
entered into the Voting and Support Agreement (as defined in Item 4) with Parent and Merger Sub. As a result of the Voting and Support Agreement, the Reporting Persons may be deemed to have beneficial ownership of the 3,000,000 Shares beneficially
owned by the P2 Funds, however such beneficial ownership is expressly disclaimed by each Reporting Person. The Reporting Persons did not pay any consideration to the P2 Funds in respect of the Voting and Support Agreement.

The P2 Funds entered into the Voting and Support Agreement to induce Parent and Merger Sub to enter into the Merger Agreement, as more fully
described in Item 4 hereof.

Item 4. Purpose of the Transaction

Merger Agreement

On
January 15, 2018, the Issuer entered into the Merger Agreement with Parent and Merger Sub. The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into
the Issuer (the Merger), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. The Merger Agreement provides that Parent will acquire all of the Shares issued and outstanding
immediately prior to the effective time of the Merger, other than Shares owned by the Issuer, Parent, Merger Sub, any direct or indirect wholly owned subsidiary of the Issuer, any direct or indirect wholly owned subsidiary of Parent and Shares owned
by stockholders of the Issuer who have perfected and do not withdraw a demand for, or lose their right to, appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware at a price of $45.25 per Share in cash,
without interest. The consummation of the transactions contemplated by the Merger Agreement is subject to certain customary closing conditions including, among others, (i) the adoption of the Merger Agreement by the holders of a majority of the
outstanding Shares entitled to vote thereon at a stockholders meeting duly called and held for such purpose, (ii) the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended and (iii) the receipt of certain consents and approvals and the expiration or earlier termination of related statutory waiting periods.

The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, the Issuer will be required to pay
Parent a termination fee of between $81.7 million and $109 million. The Merger Agreement further provides that Parent will be required to pay the Issuer a termination fee of $136.2 million if the Merger Agreement is terminated under
specified circumstances.

It is anticipated that the financing for the transactions contemplated by the Merger Agreement will consist of
(i) equity financing to be contributed to Parent by SLP Fund and its affiliates in the form of cash, (ii) equity financing to be contributed to Parent by P2 Master Fund I in the form of cash and/or Shares, and (iii) debt financing
arranged by Parent.

Voting and Support Agreement

On January 15, 2018, the P2 Manager, the P2 Funds, Parent and Merger Sub entered a Voting and Support Agreement (the Voting and
Support Agreement). The Voting and Support Agreement contemplates, among other things, that the P2 Funds will vote the Shares over which they have voting power (i) in favor of the adoption of the Merger Agreement, approval of the
Merger and the transactions contemplated by the Merger Agreement and in favor of any other matter submitted to the Issuers stockholders necessary to consummate the Merger; and

(ii) against a change in the Issuers board of directors, against alternative acquisition proposals, and against any other proposal or action that would constitute a breach of the
Merger Agreement or prevent, frustrate, impede, interfere with, materially delay or adversely affect the Merger or other transactions contemplated by the Merger Agreement. In addition, under the terms of the Voting and Support Agreement, each of the
P2 Funds irrevocably granted to Parent a proxy to attend any meeting of the Issuers shareholders on behalf of such P2 Fund with respect to the matters set forth above and to vote the Shares over which such P2 Fund has voting power in
connection with any such meeting.

The P2 Funds also agreed, under the Voting and Support Agreement not to (i) grant or create any
lien, other than permitted liens, on any of such Funds Shares, (ii) transfer, sell, assign, tender, gift, hedge, pledge or otherwise dispose of, or enter into any derivative arrangement with respect to (collectively,
Transfer), any of such Funds Shares, (iii) enter into any contract with respect to any Transfer of such Funds Shares, (iv) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such Funds Shares, (v) deposit or permit the deposit of any of such Funds Shares into a voting trust or enter
into a voting agreement or similar arrangement, commitment or understanding with respect to any of such Shares or (vi) take or permit any other action that would reasonably be expected to prevent or materially restrict, disable or delay the
consummation by the P2 Funds and the P2 Manager of the transactions contemplated by the Voting and Support Agreement or otherwise adversely impact the P2 Funds and the P2 Managers ability to perform its obligations thereunder in any
material respect. The P2 Funds also agreed to waive their appraisal rights in connection with the Merger.

The Voting and Support
Agreement will terminate upon the earlier of the consummation of the Merger, the valid termination of the Merger Agreement in accordance with its terms or the mutual written consent of the parties.

The foregoing summary and information disclosed in this Item 4 do not purport to be complete and are qualified in their entirety by reference
to the Voting and Support Agreement, a copy of which is attached as an exhibit hereto and which is incorporated by reference in its entirety into this Item 4, and the Merger Agreement, a copy of which is attached as an exhibit to the Issuers
Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2018 and which is incorporated by reference in its entirety into this Item 4.

The Reporting Persons review on a continuing basis the transactions contemplated by the Merger Agreement and Voting and Support Agreement.
Based on such review, the Reporting Persons may exercise their rights under those agreements and/or the other agreements described in Item 6 of this Statement on Schedule 13D, including to terminate, amend or modify any of the transactions
contemplated thereby, and/or may acquire, or cause to be acquired, beneficial interests in securities of the Issuer at any time, or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of the investment policies of the Reporting Persons, the Issuers business, financial condition and operating results, general market and industry conditions or other factors. Other than as described in this Item 4, and
except as otherwise disclosed herein or in agreements described in this Statement on Schedule 13D, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j)
of the instructions to Item 4 of this Statement on Schedule 13D. However, as part of the ongoing evaluation of the transactions contemplated by the Merger Agreement and Voting and Support Agreement, the Reporting Persons may at any time
review or reconsider their respective positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters and, from time to time, may hold discussions with or make formal proposals to management or the
Issuers board of directors, other stockholders of the Issuer or other third parties regarding such matters. There can be no assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting
Persons.

Item 5. Interest in Securities of Issuer.

The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Statement on Schedule 13D and the information
set forth or incorporated in Items 2, 3 and 4 is incorporated by reference in its entirety into this Item 5.

(a) and (b): Immediately
prior to the execution of the Voting and Support Agreement, the Reporting Persons did not beneficially own any Shares. However, upon execution of the Voting and Support Agreement as of January 15, 2018, under the definition of beneficial
ownership as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), each Reporting Person may be deemed to have shared voting power with
respect to (and therefore beneficially own) 3,000,000 Shares, representing approximately 5.4% of the outstanding Shares (based on 55,824,265 Shares outstanding, which is the number of Shares represented by the Issuer within the Merger Agreement to
be outstanding as of the close of business on January 12, 2018). Accordingly, the percentage of the outstanding Shares that may be deemed to be beneficially owned by each Reporting Person is approximately 5.4%.

Except as set forth above, no Reporting Person beneficially owns any Shares. The Reporting Persons disclaim beneficial ownership of any
Shares. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of
the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

Information with respect to the beneficial ownership of Shares by the individuals listed in Annex
A is set forth in Annex A attached hereto and incorporated herein by reference in response to this Item 5.

(c) Except as set forth
in this Statement on Schedule 13D, no Reporting Person has engaged in any transaction during the past 60 days in any Shares.

(d) To
the knowledge of the Reporting Persons, no person, other than the P2 Funds and their controlling persons has the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this
Statement on Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings, and Relationships with Respect to Securities of the Issuer.

The information set forth in Items 4 and 5 above is incorporated by reference in its entirety into this Item 6.

Equity Commitment Letter and Limited Guarantee

On January 15, 2018, SLP Fund entered into an equity commitment letter with Parent in connection with the transactions contemplated
by the Merger Agreement (the SLP Equity Commitment Letter). Under the SLP Equity Commitment Letter, SLP Fund agreed, among other things, to contribute to Parent, subject to certain conditions, an aggregate of $1,727,000,000 in
cash in exchange for a portion of the equity of Parent.

On January 15, 2018, SLP Fund and P2 Master Fund I each provided the Issuer
with a limited guarantee in favor of the Issuer, which guarantees the payment of certain monetary obligations that may be owed by Parent pursuant to the Merger Agreement, including any reverse termination fee that may become payable by Parent.

Participation Agreement

On January 15, 2018, the P2 Manager, on behalf of itself and the P2 Funds, Silver Lake Management Company V, LLC
(SLMC), on behalf of itself and the funds managed by it, and Parent entered a Participation Agreement (the Participation Agreement). The Participation Agreement contemplates, among other things, that the P2
Funds agree to contribute a number of Shares (valued on a per Share basis at the price paid in connection with the consummation of the transactions under the Merger Agreement) that, together with contributed cash, equals at least $30 million.

The Participation Agreement also provides that, for the two (2) month period following the signing of the Merger Agreement, the P2
Manager shall have the right to seek potential investors and to commit additional equity capital to Parent (the P2 Commitment) in an amount up to a maximum of $225 million less the aggregate value of the Shares to be included
in the contribution. The per share price of each share of Parent acquired by the P2 Funds in respect of the P2 Commitment shall equal the same per share price of such shares of Parent paid by the funds managed by SLMC.

Item 7. Material to be Filed as Exhibits.

Exhibit A. Agreement of Joint Filing by and among the Reporting Persons.

Exhibit B. Agreement and Plan of Merger, dated as of January 15, 2018, by and among the Issuer, Parent and Merger Sub (incorporated
by reference to Exhibit 2.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2018).

Exhibit C. Voting and Support Agreement, dated January 15, 2018, by and among the P2 Manager, the P2 Funds, Parent and Merger Sub.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.

Date: January 24, 2018

Annex A

BHN Holdings, Inc.

Directors and Executive Officers

Except
as indicated below, each persons business address is c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, California 94025, and each such person is a United States citizen.

None of the persons listed above beneficially owns any Shares or has engaged in any transactions in Shares in the previous 60
days.

Silver Lake Group, L.L.C.

Managing Members

The following sets forth
the name and principal occupation of each of the managing members of Silver Lake Group, L.L.C. Other than Mr. Durban, who is a citizen of Germany, each of such persons is a citizen of the United States.

None of the persons listed above beneficially owns any Shares or has engaged in any transactions in Shares in the previous 60
days.

INDEX TO EXHIBITS