SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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(Address and Zip Code of Principal Executive Offices)
(614 )
729-4000
(Registrant’s Telephone Number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any
of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01. Entry into a Material Definitive Agreement.
On December 6, 2021, Alliance Data Systems Corporation (“ADS”) and Loyalty Ventures Inc. (“Loyalty Ventures”) entered
into an amendment (the “Amendment”) to that certain Employee Matters Agreement, dated November 5, 2021 (the “Employee Matters Agreement”), by and between ADS and Loyalty Ventures. The Employee Matters Agreement was originally entered into in
connection with the previously announced separation (the “Separation”) of Loyalty Ventures from ADS into an independent, publicly-traded company on November 5, 2021 (the “Distribution Date”). Among other things, the Employee Matters Agreement
provides that outstanding ADS equity awards held by individuals who are employed by or otherwise providing services to Loyalty Ventures, or whose employment or engagement was transferred to Loyalty Ventures in connection with the Separation, will
to the extent granted less than one year prior to the Distribution Date be forfeited and, as soon as reasonably practicable following the Distribution Date be replaced with a combination of new equity in Loyalty Ventures and cash awards and a cash
payment, in each case in accordance with the terms of the Employee Matters Agreement in a manner intended to equitably preserve the overall intrinsic value of the ADS equity awards by taking into account the relative value of ADS common stock
before the Separation and the value of Loyalty Ventures common stock after the Separation. In connection with the foregoing, the Amendment amends the measurement period for determining the average value of Loyalty Ventures common stock following
the Separation. The Amendment will only impact the value of the equity awards issued by Loyalty Ventures on account of forfeited ADS equity awards, and will not require ADS to pay additional cash, take any action, or otherwise have any economic or
accounting effect on ADS.
A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference
in this Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Document Description
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First Amendment to Employee Matters Agreement, dated as of December 6, 2021, by and between Alliance Data Systems Corporation and Loyalty
Ventures Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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Alliance Data Systems Corporation
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Date: December 7, 2021
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By:
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/s/ Joseph L. Motes III
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Joseph L. Motes III
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Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary
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Exhibit 10.1
FIRST AMENDMENT TO
EMPLOYEE MATTERS AGREEMENT
AMENDMENT EFFECTIVE DATE: DECEMBER 6, 2021
FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT dated as of November 5, 2021 (as the same may be amended from time to
time in accordance with its terms, the original agreement, the “EMA” and this first amendment, the “Amendment”), between Alliance Data Systems Corporation, a Delaware corporation (“ADS”),
and Loyalty Ventures Inc., a Delaware corporation (“Loyalty Ventures”) (each, a “Party” and together, the “Parties”). Capitalized terms used in this Amendment but not otherwise defined
in this Amendment shall have the respective meanings ascribed to such terms in either the EMA or the Separation and Distribution Agreement dated as of November 3, 2021 by and between the Parties, to which the EMA is Exhibit A (the “Separation Agreement”).
WHEREAS, on November 5, 2021, the Parties entered into the EMA and the Distribution was completed; and
WHEREAS, the EMA provided that certain outstanding ADS equity awards held by individuals who were then currently
employed by or otherwise providing services to Loyalty Ventures, or whose employment or engagement was transferred to or commenced with Loyalty Ventures in connection with the Distribution, be forfeited, and as soon as reasonably practicable
following the Distribution be replaced, in each case in accordance with the terms of the EMA in a manner intended to equitably preserve the overall intrinsic value of the ADS equity awards by taking into account the relative value of ADS common stock
before the Distribution and the value of Loyalty Ventures common stock after the Distribution.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:
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1.
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Definitions. Section 1.01 of the
EMA is amended to restate the definition of “Loyalty Ventures Stock Value” to read “means the volume weighted average trading price per
share of Loyalty Ventures Common Stock, trading “regular way,” during the five trading days beginning with November 9, 2021 and continuing through November 15, 2021.”
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Except as specifically set forth herein, all other terms and conditions of the EMA remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment by their duly authorized
representatives as of the effective date first set forth above.
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ALLIANCE DATA SYSTEMS CORPORATION
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LOYALTY VENTURES INC.
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By: /s/ Joseph L. Motes III
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By: /s/ Charles L. Horn
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Name: Joseph L. Motes III
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Name: Charles L. Horn
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Title: EVP, Chief Administrative Officer, General
Counsel and Secretary
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Title: President and Chief Executive Officer
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