Bread Financial Holdings, Inc. (NYSE: BFH) (“Bread Financial” or
the “Company”) today announced that it has commenced a cash tender
offer to purchase any and all of its outstanding 4.750% Senior
Notes due 2024 (the “Notes”) for the consideration described
below.
Title of
Security
CUSIP
Number/ISIN
Principal Amount Outstanding
Purchase
Price(*)
4.750% Senior Notes due
2024.........
144A: 018581 AK4 /
US018581AK47
Reg S: U01797 AH9 /
USU01797AH90
$850,000,000
$980
* Per $1,000 principal amount of Notes.
The consideration per $1,000 principal amount of Notes validly
tendered and accepted for purchase pursuant to this tender off
shall be the purchase price set forth in the table above, plus
accrued and unpaid interest from the last applicable interest
payment date to, but not including, the Settlement Date (as
defined below).
The tender offer will expire at 5:00 p.m., New York City time,
on June 14, 2023, unless extended or earlier terminated (the
“Expiration Time”). Holders who have validly tendered their Notes
may withdraw such Notes at any time at or prior to the Expiration
Time. The Guaranteed Delivery Date is June 16, 2023. The Company
expects to pay the applicable consideration for Notes validly
tendered and not validly withdrawn at or prior to the Expiration
Time on June 20, 2023, the third business day following the
Expiration Time (the “Settlement Date”). The tender offer is
conditioned upon satisfaction of certain conditions, including the
Company’s completion of certain proposed debt financings. The
tender offer is not conditioned upon any minimum amount of Notes
being tendered.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase, dated June 8, 2023 (the “Offer to
Purchase”) and in the related Notice of Guaranteed Delivery, along
with any amendments and supplements thereto, which holders are
urged to read carefully before making any decision with respect to
the tender offer. The Company has retained J.P. Morgan Securities
LLC, as sole lead dealer manager, and BMO Capital Markets Corp.,
BNP Paribas Securities Corp., CIBC World Capital Markets Corp.,
KeyBanc Capital Markets Inc., Scotia Capital (USA) Inc., Truist
Securities, Inc., RBC Capital Markets, LLC and U.S. Bancorp
Investments, Inc. to act as co-dealer managers in connection with
the tender offer. Copies of the Offer to Purchase and the related
Notice of Guaranteed Delivery may be obtained from D.F. King &
Co., Inc., the Tender and Information Agent for the tender offer,
by phone at +1 (212) 269-5550 (banks and brokers) or +1 (888)
628-1041 (all others), by email at bread@dfking.com or online
www.dfking.com/breadfinancial. Questions regarding the tender offer
may also be directed to the J.P. Morgan Securities LLC, as sole
lead dealer manager as set forth below:
J.P. Morgan Securities
LLC
383 Madison Avenue
New York, New York 10179
Attention: Liability Management
Group
Toll-Free: (866) 834-4666
Call Collect: (212) 834-4087
This news release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The tender offer
is being made only by, and pursuant to the terms of, the Offer to
Purchase and the related Notice of Guaranteed Delivery. The tender
offer is not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction
where the laws require the tender offer to be made by a licensed
broker or dealer, the tender offer will be made by the dealer
managers on behalf of the Company. None of the Company, the Tender
and Information Agent or the dealer managers, nor any of their
affiliates, makes any recommendation as to whether holders should
tender or refrain from tendering all or any portion of their Notes
in response to the tender offer.
About Bread Financial™
Bread FinancialTM (NYSE: BFH) 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 Bread
CashbackTM American Express® Credit
Card and Bread SavingsTM products.
Headquartered in Columbus, Ohio, Bread Financial is powered by
its 7,500+ global associates and is committed to sustainable
business practices. To learn more about Bread Financial, visit
BreadFinancial.com or follow us on Facebook,
LinkedIn, Twitter and Instagram.
Forward-looking Statements
This news release may contain forward-looking statements,
including, but not limited to, our financing plans and the details
thereof, including the proposed tender offer of the Notes and the
other expected effects of such transaction. Forward-looking
statements may generally be identified by the use of the 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, future financial
performance and outlook, future dividend declarations, and future
economic conditions.
We believe that our expectations are based on reasonable
assumptions. Forward-looking statements, however, are subject to a
number of risks and uncertainties that are difficult to predict
and, in many cases, beyond our control. Accordingly, our actual
results could 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. Factors that could cause the outcomes to differ
materially include, but are not limited to, the following:
macroeconomic conditions, including market conditions, inflation,
rising interest rates, unemployment levels and the increased
probability of a recession, and the related impact on consumer
payment rates, savings rates and other behavior; global political
and public health events and conditions, including the ongoing war
in Ukraine and the continuing effects of the global COVID-19
pandemic; future credit performance, including the level of future
delinquency and write-off rates; the loss of, or reduction in
demand from, significant brand partners or customers in the highly
competitive markets in which we compete; the concentration of our
business in U.S. consumer credit; inaccuracies in the models and
estimates on which we rely, including the amount of our Allowance
for credit losses and our credit risk management models; the
inability to realize the intended benefits of acquisitions,
dispositions and other strategic initiatives; our level of
indebtedness and ability to access financial or capital markets;
pending and future legislation, regulation, supervisory guidance,
and regulatory and legal actions, including, but not limited to,
those related to financial regulatory reform and consumer financial
services practices, as well as any such actions with respect to
late fees, interchange fees or other charges; impacts arising from
or relating to the transition of our credit card processing
services to third party service providers that we completed in
2022; failures or breaches in our operational or security systems,
including as a result of cyberattacks, unanticipated impacts from
technology modernization projects or otherwise; and any tax
liability, disputes or other adverse impacts arising out of or
relating to the spinoff of our former LoyaltyOne segment or the
recent bankruptcy filings of Loyalty Ventures Inc. and certain of
its subsidiaries. The foregoing factors, along with other risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in forward-looking statements, are
described in greater detail under the headings “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230607005920/en/
Investors/Analysts Brian Vereb
Brian.Vereb@BreadFinancial.com
Susan Haugen Susan.Haugen@BreadFinancial.com
Media Rachel Stultz
Rachel.Stultz@BreadFinancial.com
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