PLANO, Texas, April 29, 2019 /PRNewswire/ -- Alliance Data
Systems Corporation (NYSE: ADS), a leading global provider of
data-driven marketing and loyalty solutions, today announced its
entry into an exchange agreement (the "Exchange Agreement") with
ValueAct Holdings, L.P. Pursuant to the terms of the
agreement, ValueAct Capital Master Fund, L.P., Alliance Data's
largest shareholder, exchanged 1,500,000 of its 5,207,646 shares of
Alliance Data common stock (the "Common Stock") for 150,000 shares
of Alliance Data's newly-designated class of Series A Non-Voting
Convertible Preferred Stock (the "Preferred Stock").
Mason Morfit, ValueAct Capital's
President and Chief Investment Officer said, "We continue to
have strong conviction in the strategy outlined by the
management and board of Alliance Data. The transaction
announced today has no bearing on our commitment to Alliance Data
or our conviction in its long term strategy. With my Partner
Kelly Barlow's position on the board of a company that is subject
to highly complex banking regulations, considering the company's
current strategic initiatives, we felt it was prudent to
restructure our equity investment. Our economic interest in
Alliance Data remains unchanged."
Ed Heffernan, president and chief
executive officer of Alliance Data, commented, "We are pleased that
ValueAct continues to show its support for Alliance Data's strategy
as we work to simplify our narrative and focus capital on our
highest earning and growth assets. The exchange transaction
merely enables ValueAct to maintain the economic value of its
investment in Alliance Data while reducing the voting power that
would otherwise come with that ownership. Alliance Data was happy
to work with ValueAct toward achieving its goals."
Shares of the new class of Preferred Stock have rights and
privileges substantially similar to those of the Common Stock,
except that each share of Preferred Stock (i) has no voting rights
(except as otherwise required by the General Corporation Law of the
State of Delaware) and (ii) is
convertible under certain other circumstances into ten shares of
Common Stock (subject to adjustment and other terms and conditions
described in the Certificate of Designations establishing the new
series and in the Exchange Agreement).
The Certificate of Designations of Series A Non-Voting
Convertible Preferred Stock and the Exchange Agreement are filed as
Exhibits 3.1 and 10.1, respectively, to Alliance Data's Current
Report on Form 8-K filed on April 29,
2019. Descriptions herein of the Series A Non-Voting
Convertible Preferred Stock and the Exchange Agreement are
qualified by reference to those exhibits.
About Alliance Data
Alliance Data® (NYSE: ADS) is a leading global
provider of data-driven marketing and loyalty solutions serving
large, consumer-based industries. The Company creates and deploys
customized solutions, enhancing the critical customer marketing
experience; the result is measurably changing consumer behavior
while driving business growth and profitability for some of today's
most recognizable brands. Alliance Data helps its clients create
and increase customer loyalty through solutions that engage
millions of customers each day across multiple touch points using
traditional, digital, mobile and emerging technologies. An S&P
500, FORTUNE 500 and FORTUNE 100 Best Companies to Work For company
headquartered in Plano, Texas,
Alliance Data consists of three businesses that together employ
approximately 20,000 associates at more than 100 locations
worldwide.
Alliance Data's card services business is a provider of
market-leading private label, co-brand, and business credit card
programs. Epsilon® is a leading provider of
multichannel, data-driven technologies and marketing services, and
also includes Conversant®, a leader in personalized
digital marketing. LoyaltyOne® owns and operates the AIR
MILES® Reward Program, Canada's most recognized loyalty program, and
Netherlands-based BrandLoyalty, a
global provider of tailor-made loyalty programs for grocers.
Follow Alliance Data on Twitter, Facebook, LinkedIn, Instagram
and YouTube.
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 additional strategic initiatives, the pending Epsilon
transaction and whether closing conditions for such transaction
will be satisfied or waived and the expected use of proceeds
therefrom, our expected operating results, future economic
conditions including currency exchange rates, future dividend
declarations and the guidance we give with respect to our
anticipated financial performance.
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. Further
risks and uncertainties include, but are not limited to, the
pending transaction involving Epsilon, whether such transaction
will be completed, the possibility that closing conditions for the
transaction may not be satisfied or waived, the impact of
additional strategic initiatives on us or our business if any
transactions are undertaken, and whether the benefits of such
transactions can be achieved.
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.
Contacts:
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Investors/Analysts
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Tiffany
Louder
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Alliance
Data
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214-494-3048
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Tiffany.Louder@alliancedata.com
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Media
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Shelley Whiddon
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Alliance
Data
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214-494-3811
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Shelley.Whiddon@alliancedata.com
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SOURCE Alliance Data Systems Corporation