Item 7.01. Regulation FD Disclosure.
Alliance Data Systems Corporation ("Alliance Data" or the "Company") is
providing the following disclosure, which was included in a preliminary offering
memorandum, dated September 17, 2020, in connection with the Notes Offering
(described in Item 8.01 below).
Amendment to the 2017 Credit Agreement
The Company is seeking an amendment to its Amended and Restated Credit
Agreement, as amended (the "2017 Credit Agreement") to, among other things,
amend certain covenants thereunder (the "Credit Agreement Amendment"). The
Credit Agreement Amendment would be conditioned upon the consummation of the
Notes Offering, and would require the Company to use certain proceeds from the
Notes Offering to prepay term loans outstanding under the 2017 Credit
Agreement. While the Company expects to obtain the Credit Agreement Amendment,
it can make no assurances that the Credit Agreement Amendment will be obtained.
The information contained in Item 7.01 this report shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On September 17, 2020, the Company issued a press release announcing that it
proposes to offer, subject to market conditions and other factors, $500.0
million aggregate principal amount of Senior Notes due 2026 (the "Notes"). The
Notes will be offered to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act"), and to
certain non-U.S. persons in accordance with Regulation S under the Securities
Act (the "Notes Offering"). The Company intends to use the net proceeds from the
Notes Offering to repay $493.0 million of the outstanding indebtedness under the
term loans provided for in the 2017 Credit Agreement. A copy of this press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
The Notes 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 any of these
securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Document Description
99.1 Press Release dated September 17, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 proposed Notes Offering, the anticipated use of proceeds in
connection therewith, the Credit Agreement Amendment, 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
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