COLUMBUS, Ohio, Nov. 8, 2021 /PRNewswire/ -- Alliance Data
Systems Corporation (NYSE: ADS), a leading provider of tech-forward
payment and lending solutions, today announced that it has
completed the previously announced separation of its LoyaltyOne
segment, consisting of the Canadian AIR
MILES® Reward Program and Netherlands-based BrandLoyalty businesses,
into an independent, publicly traded company, Loyalty Ventures Inc.
Loyalty Ventures common stock will begin regular-way trading today
on Nasdaq under the ticker symbol "LYLT."
"The completion of our LoyaltyOne segment spinoff is an
important milestone in our Company's history as it represents the
achievement of our stated goals to simplify our business model and
narrative, and focus on assets with the highest growth potential,"
said Ralph Andretta, president and
chief executive officer, Alliance Data. "Loyalty Ventures has a
solid management team and business strategy in place, and as both
businesses move forward independently, I am confident that each is
well positioned for future success. The completion of this
transaction enables us to provide greater value to all our
stakeholders with a streamlined focus on and investment in the
continued transformation of Card Services. I am excited about this
defining moment as Alliance Data moves forward as an evolved,
tech-forward payment and lending solutions business poised to
deliver sustainable, profitable growth."
The separation was achieved through the pro rata distribution
after the market close on November 5,
2021 of 81% of the outstanding shares of Loyalty
Ventures to holders of Alliance Data common stock, with Alliance
Data stockholders receiving one share of Loyalty Ventures common
stock for every two and one-half shares of Alliance Data common
stock held at the close of business on the record date of
October 27, 2021. Alliance Data
stockholders entitled to receive the distribution received a
book-entry account statement or a credit to their brokerage account
reflecting their ownership of Loyalty Ventures common stock.
Fractional shares of Loyalty Ventures common stock were not
distributed. Any fractional share of Loyalty Ventures common stock
otherwise issuable to an Alliance Data stockholder will be sold in
the open market on such stockholder's behalf, and such stockholder
will receive a cash payment for the fractional share based on its
pro rata portion of the net cash proceeds from all sales of
fractional shares. Alliance Data will retain 19% of the outstanding
shares of Loyalty Ventures common stock, which Alliance Data
intends to divest in a tax-efficient manner.
Morgan Stanley is serving as financial advisor and Davis Polk & Wardwell LLP is serving as
legal counsel to Alliance Data in connection with the distribution.
About Alliance Data
Alliance
Data ® (NYSE: ADS) is a leading provider of
tech-forward payment and lending solutions, serving customers and
consumer-based industries in North
America. Through omnichannel touch points and a
comprehensive product suite that includes credit products and
Bread® digital payment solutions, Alliance Data helps its partners
drive loyalty and growth, while giving customers greater payment
choices. Through its Comenity-branded financial services, it also
offers credit and savings products to consumers.
Headquartered in Columbus,
Ohio, Alliance Data is an S&P MidCap 400 company that
employs approximately 6,000 associates worldwide. In November 2021, Alliance Data completed the
spinoff of its LoyaltyOne segment, which included the Canadian AIR
MILES® Reward Program, and Netherlands-based BrandLoyalty. The company is
now known as Loyalty Ventures Inc. (Nasdaq: LYLT).
More information about Alliance Data can be found
at AllianceData.com. Follow Alliance Data on Twitter,
Facebook, LinkedIn, Instagram and YouTube.
Caution Regarding Forward-Looking Statements
This
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.
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 initiation or completion of strategic initiatives
including the spinoff of our LoyaltyOne segment that is the subject
of this release, 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, the following:
- the spinoff may not be tax-free for U.S. federal income tax
purposes;
- disruption to our business from the spinoff or a loss of
synergies from separating the businesses that could negatively
impact the balance sheet, profit margins or earnings of both
businesses or that the companies resulting from the spinoff do not
realize all of the expected benefits of the spinoff;
- the combined value of the common stock of the two
publicly-traded companies will not be equal to or greater than the
value of our common stock had the spinoff not occurred;
- continuing impacts related to COVID-19, including government
economic stimulus, relief measures for impacted borrowers and
depositors, labor shortages, reduction in demand from clients, and
supply chain disruption;
- loss of, or reduction in demand for services from, significant
clients;
- increases in fraudulent activity, net charge-offs in credit
card and loan receivables or increases or volatility in the
allowance for loan loss that may result from the application of the
current expected credit loss model;
- failure to identify, complete or successfully integrate or
disaggregate business acquisitions or divestitures, including the
spinoff discussed in this release;
- 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;
- inability to access financial or capital markets, including
asset-backed securitization funding or deposits markets;
- limitations on consumer credit, loyalty or marketing services
from new legislative or regulatory actions related to consumer
protection and consumer privacy;
- increases in Federal Deposit Insurance Corporation,
Delaware or Utah regulatory capital requirements or other
support for our banks;
- failure to maintain exemption from regulation under the Bank
Holding Company Act;
- loss or disruption, due to cyber attack or other service
failures, of data center operations or capacity;
- loss of consumer information due to compromised physical or
cyber security; and
- those 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, as well as those factors discussed in Loyalty Ventures'
Registration Statement on Form 10 filed with the SEC.
If one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be
incorrect, actual results may vary materially from what we
projected. Further risks and uncertainties include, but are not
limited to, the impact of strategic initiatives on us or our
business if any transactions are undertaken, and whether the
anticipated benefits of such transactions can be realized.
Any forward-looking statements contained in this release 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:
Investor Relations: Brian
Vereb (brian.vereb@alliancedata.com), 614-528-4516
Media Relations: Shelley
Whiddon (shelley.whiddon@alliancedata.com), 214-494-3811
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SOURCE Alliance Data Systems Corporation