Bread Financial Holdings, Inc. (NYSE: BFH) (“Bread Financial” or
the “Company”) announced today that it intends to offer, subject to
market and other conditions, an additional $200 million aggregate
principal amount of its 9.750% Senior Notes due 2029 (the
“Additional Notes”) in a private offering that is exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”).
The Company intends to use the net proceeds of the Additional
Notes offering, together with cash on hand, to (i) fund the
redemption of a portion of the Company’s outstanding 7.000% Senior
Notes due 2026 and (ii) pay related fees, premiums and
expenses.
The Additional Notes will constitute a further issuance of the
Company’s 9.750% Senior Notes due 2029 in the aggregate principal
amount of $600 million, which were issued on December 22, 2023 (the
“Existing Notes” and together with the Additional Notes, the
“Notes”). The Additional Notes will form a single series with, and
have the same terms (other than the issue date and initial offering
price) as, the Existing Notes.
The Notes will be guaranteed, on a full, joint and several
basis, by each of the Company’s domestic subsidiaries that
guarantees the Company’s obligations under its existing senior
notes and its senior credit facilities. Consummation of the
offering of the Additional Notes is subject to market and other
conditions, and there can be no assurance that the Company will be
able to successfully complete this transaction on the terms
described above, or at all.
The Notes will not be registered under the Securities Act, or
any state securities laws. The Notes may not be offered or sold in
the United States absent an effective registration statement or an
applicable exemption from registration requirements under the
Securities Act and applicable state securities laws. Accordingly,
the Notes will be offered only (A) to persons reasonably believed
to be “qualified institutional buyers” under Rule 144A of the
Securities Act or (B) outside the United States to non-U.S. persons
in compliance with Regulation S under the Securities Act.
This news release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This news release shall
not constitute an offer to purchase, or a redemption notice for,
any of the Company’s outstanding 7.000% Senior Notes due 2026.
About Bread FinancialTM
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 suite of payment solutions that
includes private label and co-brand credit cards and Bread Pay™ buy
now, pay later products. Bread Financial also offers
direct-to-consumer products 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.
Forward-looking Statements
This news release contains forward-looking statements,
including, but not limited to, statements related to the Notes
offering described above. Forward-looking statements may otherwise
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, 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 or prolonged economic slowdown, and the
related impact on consumer spending behavior, payments, debt
levels, savings rates and other behavior; global political, market,
public health and social events or conditions, including ongoing
wars and military conflicts; future credit performance of our
customers, including the level of future delinquency and write-off
rates; loss of, or reduction in demand for services 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; increases or volatility in the Allowance for
credit losses that may result from the application of the current
expected credit loss (CECL) model; 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; increases
in fraudulent activity; failure to identify, complete or
successfully integrate or disaggregate business acquisitions,
divestitures and other strategic initiatives; the extent to which
our results are dependent upon our brand partners, including our
brand partners’ financial performance and reputation, as well as
the effective promotion and support of our products by brand
partners; continued financial responsibility with respect to a
divested business, including required equity ownership, guarantees,
indemnities or other financial obligations; increases in the cost
of doing business, including market interest rates; our level of
indebtedness and inability to access financial or capital markets,
including asset-backed securitization funding or deposits markets;
restrictions that limit the ability of our subsidiary banks,
Comenity Bank and Comenity Capital Bank (the “Banks”), to pay
dividends to us; pending and future litigation; 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; increases in regulatory capital
requirements or other support for our Banks; 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; loss of consumer
information due to compromised physical or cyber security; any tax
liability, disputes or other adverse impacts arising out of or
related to the spinoff of our former LoyaltyOne segment or the
bankruptcy filings of Loyalty Ventures Inc. and certain of its
subsidiaries. In addition, a final CFPB ruling is anticipated in
the coming months that could place significant limits on credit
card late fees; we cannot provide any assurance as to when any such
rule will be issued, the provisions or effective date of any such
rule, the result of any litigation relating to such rule, or our
ability to mitigate or offset the impact of any such rule on our
business and results of operations. 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/20240107827718/en/
Brian Vereb — Investor Relations
Brian.Vereb@breadfinancial.com
Susan Haugen — Investor Relations
Susan.Haugen@breadfinancial.com
Rachel Stultz — Media
Rachel.Stultz@breadfinancial.com
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