Amended Tender Offer Statement by Issuer (sc To-i/a)
August 21 2019 - 7:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 4)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Alliance Data
Systems Corporation
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
018581108
(CUSIP Number
of Ordinary Shares)
Joseph L. Motes III
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
Alliance Data Systems Corporation
7500 Dallas Parkway, Suite 700
Plano, Texas 75024
(214)
494-3000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
With a copy to:
Senet Bischoff
Luke J.
Bergstrom
Chad G. Rolston
Latham & Watkins LLP
885 Third Avenue
New
York, NY 10022
(212)
906-1200
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount Of Filing Fee**
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$750,000,000
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$90,900.00
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*
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The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the
offer to purchase up to not more than $750,000,000 in aggregate up to 5,208,333 shares of common stock, par value $0.01 per share, at the maximum tender offer price equal to $162.00.
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**
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The amount of the filing fee, calculated in accordance with Rule
0-11
under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2019, issued August 24, 2018, by multiplying the transaction valuation by 0.0001212.
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☒
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$90,900.00
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Filing Party:
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Alliance Data Systems Corporation
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Form or Registration No.:
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Schedule TO
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Date Filed:
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July 19, 2019
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☐
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third-party tender offer subject to Rule
14d-1.
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☒
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issuer tender offer subject to Rule
13e-4.
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☐
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going-private transaction subject to Rule
13e-3.
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☐
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amendment to Schedule 13D under Rule
13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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☐
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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☐
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Rule
14d-1(d)
(Cross-Border Third Party Tender Offer)
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SCHEDULE TO
This Amendment No. 4 filed with the Securities and Exchange Commission on August 21, 2019 (this
Amendment
),
amends and supplements the Tender Offer Statement filed on Schedule TO (together with any subsequent amendments and supplements thereto, the
Schedule TO
) with the Securities and Exchange Commission on July 19, 2019
by Alliance Data Systems Corporation, a Delaware corporation (the
Company
). The Schedule TO relates to the offer by the Company to purchase up to $750,000,000 in value of shares of its common stock, par value $0.01 per share
(each, a
Share
, and collectively,
Shares
), at a price not greater than $162.00 nor less than $144.00 per Share to the seller in cash, less any applicable withholding taxes and without interest. The
Companys offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 19, 2019 (together with any amendments or supplements thereto, the
Offer to Purchase
), the related
Letter of Transmittal (together with any amendments or supplements thereto, the
Letter of Transmittal
) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and
the Letter of Transmittal, the
Offer
). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule
13e-4(c)(2)
under the Securities Exchange Act
of 1934, as amended.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged
and is incorporated herein by reference to the extent relevant to the items in this Amendment. All capitalized terms used in this Amendment and not otherwise defined have the respective meanings ascribed to them in the Schedule TO. This
Amendment should be read together with the Schedule TO.
ITEM 11.
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ADDITIONAL INFORMATION
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Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
(e) On August 21, 2019, the Company issued a press release announcing the final results of the tender offer, which expired at one
(1) minute after 11:59 p.m., New York City time, on August 15, 2019. A copy of such press release is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete
and correct.
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Alliance Data Systems Corporation
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Dated: August 21, 2019
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By:
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/s/ Joseph L. Motes III
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Name:
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Joseph L. Motes III
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Title:
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Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
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3
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