Bread Financial Reports Material Agreement, Accelerated Obligations

TL;DR

**BFH just reported a new material agreement and accelerated financial obligations, watch for details on impact.**

AI Summary

Bread Financial Holdings, Inc. (BFH) filed an 8-K on January 9, 2024, reporting an event on January 8, 2024, related to entering a material definitive agreement and triggering events that accelerate financial obligations. This filing indicates a significant change in the company's financial commitments, which could impact its liquidity or future earnings. Investors should pay close attention as such agreements can alter the company's risk profile and potentially affect its stock valuation.

Why It Matters

This filing signals a potentially significant shift in Bread Financial's financial structure, which could affect its debt levels, cash flow, and overall financial health. Investors need to understand the details of these agreements to assess the company's future stability and growth prospects.

Risk Assessment

Risk Level: medium — The filing mentions 'Triggering Events That Accelerate or Increase a Direct Financial Obligation,' which could imply increased financial pressure or a change in debt terms, posing a moderate risk to the company's financial stability.

Analyst Insight

A smart investor would monitor Bread Financial Holdings, Inc. (BFH) closely for subsequent filings or press releases that provide specific details about the 'Material Definitive Agreement' and the 'Triggering Events That Accelerate or Increase a Direct Financial Obligation,' as these could significantly impact the company's financial health and stock performance. It's crucial to understand the nature and magnitude of these obligations before making investment decisions.

Key Numbers

• 001-15749 — Commission File Number (identifies Bread Financial Holdings, Inc. with the SEC)
• 31-1429215 — IRS Employer Identification No. (identifies Bread Financial Holdings, Inc. for tax purposes)
• 614-729-4000 — Registrant’s Telephone Number (contact number for Bread Financial Holdings, Inc.)

Key Players & Entities

• BREAD FINANCIAL HOLDINGS, INC. (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for Bread Financial Holdings, Inc.
• NYSE (company) — exchange where Bread Financial Holdings, Inc. Common Stock is registered

Forward-Looking Statements

• Bread Financial Holdings, Inc. will provide more details on the material definitive agreement and triggering events in its next quarterly report. (BREAD FINANCIAL HOLDINGS, INC.) — high confidence, target: Q1 2024 Earnings Report

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share BFH NYSE Indicate by check
• $300 million — under which the Company agreed to sell $300 million aggregate principal amount of additiona
• $100 million — of the offering reflects an increase of $100 million in aggregate principal amount of Additi
• $200 million — e previously announced offering size of $200 million. The Additional Notes will mature on Ma
• $300 m — ereof for net proceeds of approximately $300 million, after deducting the Initial Purc
• $400 million — on hand, to (i) fund the redemption of $400 million aggregate principal amount of the Compa

Filing Documents

• bfh-20240108.htm (8-K) — 32KB
• exhibit1011-8x24.htm (EX-10.1) — 270KB
• exhibit9911-8x23.htm (EX-99.1) — 17KB
• exhibit9921-8x24.htm (EX-99.2) — 17KB
• bfh-20240108_g1.jpg (GRAPHIC) — 20KB
• image_0.jpg (GRAPHIC) — 9KB
• image_0a.jpg (GRAPHIC) — 9KB
• image_0c.jpg (GRAPHIC) — 236KB
• 0001101215-24-000006.txt ( ) — 930KB
• bfh-20240108.xsd (EX-101.SCH) — 2KB
• bfh-20240108_lab.xml (EX-101.LAB) — 23KB
• bfh-20240108_pre.xml (EX-101.PRE) — 12KB
• bfh-20240108_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 8, 2024 Bread Financial Holdings, Inc. (the "Company") and certain subsidiary guarantors named therein (the "Guarantors") entered into a purchase agreement (the "Purchase Agreement") with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the "Initial Purchasers"), under which the Company agreed to sell $300 million aggregate principal amount of additional 9.750% senior notes due 2029 (the "Additional Notes"), in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The size of the offering reflects an increase of $100 million in aggregate principal amount of Additional Notes from the previously announced offering size of $200 million. The Additional Notes will mature on March 15, 2029 and will be issued at 101% of the principal amount thereof for net proceeds of approximately $300 million, after deducting the Initial Purchasers' discount but before the Company's estimated offering expenses. The closing of the issuance of the Additional Notes is expected to occur on January 19, 2024, subject to customary closing conditions. The Company intends to use the net proceeds from the offering of Additional Notes announced today, together with cash on hand, to (i) fund the redemption of $400 million aggregate principal amount of the Company's outstanding 7.000% Senior Notes due 2026 (the "2026 Notes") and (ii) pay related fees, premiums and expenses. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report

01 Other Events

Item 8.01 Other Events. On January 8, 2024, the Company issued press releases (the "Releases") pursuant to Rule 135c under the Securities Act relating to the launch, pricing and upsize of the Additional Notes. In accordance with Rule 135c(d) under the Securities Act, copies of the Releases are attached hereto as Exhibits 99.1 and 99.2 to this Report. The foregoing is qualified by reference to the Releases that are attached as Exhibits 99.1 and 99.2 to this Report, which are incorporated herein by reference. This Report, the Purchase Agreement attached hereto as Exhibit 10.1 and the Releases attached hereto as Exhibits 99.1 and 99.2 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful and neither this Report nor the Releases constitute a notice of redemption for the 2026 Notes. The Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Document Description 10.1 Purchase Agreement, date January 8, 2024, by and among the Company, the Guarantors and the Initial Purchasers. 99.1 Press release announcing the notes offering, dated January 8, 2024. 99.2 Press release announcing the pricing and upsize of the notes offering and the conditional redemption of the 2024 Notes, dated January 8, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Bread Financial Holdings, Inc. Date: January 8, 2024 By: /s/ Joseph L. Motes III Joseph L. Motes III Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR