Item 8.01. Other Events.

On September 17, 2020, Alliance Data Systems Corporation ("Alliance Data" or the "Company") priced an offering of $500.0 million aggregate principal amount of 7.000% Senior Notes due 2026 (the "Notes") at an issue price of 100% of the aggregate principal amount of the Notes.

The Notes will be general senior unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by each of its existing and future domestic subsidiaries that incurs or in any other manner becomes liable for any debt under Alliance Data's domestic credit facilities, including its existing credit agreement (the "Credit Agreement"). The Notes will pay interest semi-annually, commencing on March 15, 2021. The offering of the Notes is expected to close on September 22, 2020, subject to customary closing conditions. The Company intends to use the net proceeds of the offering to repay $493.0 million of the outstanding indebtedness under the term loans provided for in the Credit Agreement.

The Notes will be offered and sold only to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Company is under no obligation, and has no intention, to register the Notes under the Securities Act or any state securities laws in the future. This report is neither an offer to sell nor a solicitation of an offer to buy these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

The information included in this Current Report on Form 8-K contains 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 give Alliance Data's expectations or forecasts of future events and can generally be identified by the use of words such as "believe," "expect," "anticipate," "estimate," "intend," "project," "plan," "likely," "may," "should" or other words or phrases of similar import. Similarly, statements that describe Alliance Data's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements Alliance Data makes regarding, and the guidance Alliance Data gives with respect to, the offering of the Notes, the anticipated use of proceeds in connection therewith, Alliance Data's anticipated operating or financial results, initiation or completion of strategic initiatives, future dividend declarations, and future economic conditions, including, but not limited to, fluctuation in currency exchange rates, market conditions and COVID-19 impacts related to relief measures for impacted borrowers and depositors, labor shortages due to quarantine, reduction in demand from clients, supply chain disruption for its reward suppliers and disruptions in the airline or travel industries.

Alliance Data believes that its expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that Alliance Data's expectations will prove to have been correct. These risks and uncertainties include, but are not limited to, factors set forth in the Risk Factors section in Alliance Data's Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, its Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K.

Alliance Data's forward-looking statements speak only as of the date made, and it undertakes no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.   Document Description

 104           Cover Page Interactive Data File (embedded within the Inline XBRL document).

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