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):
March 23, 2022

ALLIANCE DATA SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Charter)


Delaware
 
001-15749
 
31-1429215
(State or Other Jurisdiction
 
(Commission
 
(IRS Employer
of Incorporation)
 
File Number)
 
Identification No.)


3095 LOYALTY CIRCLE
COLUMBUS, Ohio 43219
(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:


 
Written communications pursuant to Rule 425 under the Securities Act
     

 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     

 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
     

 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading symbol
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
ADS
 
NYSE

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 7.01 Regulation FD Disclosure.

On March 23, 2022, Alliance Data Systems Corporation (the “Company”) issued a press release announcing that the Company has changed its name to Bread Financial Holdings, Inc. A copy of this press release is attached hereto as Exhibit 99.1.

The Company also announced that it intends for its common stock to cease trading under the ticker symbol “ADS” and begin trading under its new ticker symbol, “BFH”, on the New York Stock Exchange, effective April 4, 2022.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Document Description
     
 
Press release dated March 23, 2022.
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information contained in this report (including Exhibit 99.1) 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.


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.


 
Alliance Data Systems Corporation
       
Date: March 23, 2022
By:
 
/s/ Joseph L. Motes III
     
Joseph L. Motes III
     
Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary







Exhibit 99.1


Alliance Data is now Bread FinancialTM

Rebrand reflects company’s transformation to a tech-forward provider of payment,
lending and saving solutions


COLUMBUS, Ohio, March 23, 2022 Alliance Data (NYSE: ADS) today announced it will now be known as Bread Financial, a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions. After a multi-year transformation to streamline its business model, Bread Financial has emerged as a modern financial services company backed by technology and platform solutions that empower today’s consumer. The company’s prior market-facing brands are now unified under the singular, cohesive Bread Financial brand.

“Combining the heart and hustle of a fintech with the discipline and stability of a well-established bank, Bread Financial will remain laser focused on delivering innovative payment, lending and saving solutions that consumers now demand.” Ralph Andretta, president and CEO, Bread Financial
 
“This is a turning point for the company, as our new brand represents the strategic direction of our business transformation to a modern, tech-forward financial services company,” said Ralph Andretta, president and chief executive officer, Bread Financial. “Combining the heart and hustle of a fintech with the discipline and stability of a well-established bank, Bread Financial will remain laser focused on delivering the innovative, omnichannel payment, lending and saving solutions that consumers now demand at every stage along their financial journeys.”

Built on the principles of choice, ease and trust, Bread Financial provides simple, personalized solutions that empower consumers to buy, borrow and save their way, including proprietary direct-to-consumer credit cards and deposits. Bread Financial also drives growth and loyalty for its partners through a digitally enabled, white-label product suite that includes private label and co-brand credit cards, installment loans and buy now, pay later (BNPL).

“While we are changing our name and brand, as well as broadening our strategic focus to include more direct-to-consumer products, the foundational elements that drove our decades-long success will remain intact,” said Val Greer, executive vice president and chief commercial officer, Bread Financial. “Specifically, this milestone starts with our associates — the heart of our company — and our customer-focused, results-driven, award-winning culture. We will continue to build on our 30-year legacy of creating value for our partners, and as we transform, we will continue investing in data and analytics, innovative technology, and digital capabilities that meet the needs of our partners and consumers.”

Bread Financial’s parent company is now Bread Financial Holdings, Inc., formerly Alliance Data Systems Corporation (NYSE: ADS). The company’s common stock will begin trading under a new ticker symbol — BFH — on the New York Stock Exchange on April 4, 2022. Bread Financial’s two bank subsidiaries — Comenity Bank and Comenity Capital Bank — will retain their current names.

For more information, visit BreadFinancial.com.
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About Bread Financial
   
Bread FinancialTM (NYSE: ADS) is a tech-forward financial services company providing simple, personalized payment, lending and saving solutions. The company creates opportunities for its customers and partners through digitally enabled choices that offer ease, empowerment, financial flexibility and exceptional customer experiences. Driven by a digital-first approach, data insights and white-label technology, Bread Financial delivers growth for its partners through a comprehensive product suite, including private label and co-brand credit cards, installment lending and buy now, pay later (BNPL). Bread Financial also offers direct-to-consumer solutions that give customers more access, choice and freedom through its branded payment, lending and saving products.

Formerly Alliance Data, Bread Financial is an S&P MidCap 400 company headquartered in Columbus, Ohio, and committed to sustainable business practices powered by its 6,000+ global associates. To learn more about Bread Financial, visit BreadFinancial.com or follow us on Facebook, LinkedIn, Twitter and Instagram.

Forward-looking statements

This release 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 our 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 our 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 we make regarding, and the guidance we give with respect to, our anticipated operating or financial results, initiation or completion of strategic initiatives including our ability to realize the intended benefits of the spinoff of our LoyaltyOne segment, future dividend declarations, and future economic conditions, including, but not limited to, market conditions and COVID-19 impacts related to relief measures for impacted borrowers and depositors, labor shortages due to quarantine, and reduction in demand from clients. We believe that our 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 our 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 our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. Our forward-looking statements speak only as of the date made, and we undertake 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.



Bread Financial

Brian Vereb — Investor Relations
614-528-4516
Brian.Vereb@alliancedata.com


Shelley Whiddon — Media
214-494-3811
Shelley.Whiddon@alliancedata.com


Rachel Stultz — Media
614-729-4890
Rachel.Stultz@alliancedata.com

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