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
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
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Document Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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