Bread Financial Enters Material Definitive Agreement

TL;DR

Bread Financial just signed a big deal, creating a new financial obligation. Keep an eye on this.

AI Summary

On October 18, 2024, Bread Financial Holdings, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as Alliance Data Systems Corp, is incorporated in Delaware and headquartered in Columbus, Ohio.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Bread Financial Holdings, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement and creating a direct financial obligation can introduce new risks related to the terms of the agreement and the company's ability to meet its obligations.

Key Players & Entities

• Bread Financial Holdings, Inc. (company) — Registrant
• Alliance Data Systems Corp (company) — Former company name
• October 18, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Columbus, Ohio (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share BFH NYSE Indicate by ch
• $700 million — ement continues to govern the Company's $700 million senior unsecured revolving credit facil

Filing Documents

• ef20037463_8k.htm (8-K) — 31KB
• ef20037463_ex10-1.htm (EX-99.1) — 1107KB
• image00002.jpg (GRAPHIC) — 4KB
• 0001140361-24-043815.txt ( ) — 1494KB
• bfh-20241018.xsd (EX-101.SCH) — 4KB
• bfh-20241018_lab.xml (EX-101.LAB) — 21KB
• bfh-20241018_pre.xml (EX-101.PRE) — 16KB
• ef20037463_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On October 18, 2024, Bread Financial Holdings, Inc., as the borrower (the "Company"), and certain of the Company's subsidiaries entered into an Amendment No. 1 to Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and the other parties party thereto (the "Amendment"), which amended that certain Credit Agreement, dated as of June 7, 2023, among the Company, certain of the Company's subsidiaries, as guarantors, JPMorgan and the other lenders party thereto (the "Existing Credit Agreement" and as amended, supplemented or otherwise modified prior to and including the Amendment, the "Credit Agreement"). The Credit Agreement continues to govern the Company's $700 million senior unsecured revolving credit facility (the "Revolving Credit Facility"), with all term loans previously outstanding under the Credit Agreement having been paid off in full and terminated in December 2023. The Credit Agreement also provides for an uncommitted $700 million accordion feature that will allow the Company to request (x) one or more new term loan facilities or (y) an increase to the Revolving Credit Facility (or, in lieu of incurring such indebtedness under the Credit Agreement, the Company will be able to utilize such debt capacity for "incremental equivalent" indebtedness incurred outside of the Credit Agreement). The Amendment modified certain material terms in the Existing Credit Agreement, including by: (i) providing for an extension of the maturity date of the Revolving Credit Facility, resulting in a new maturity date thereof of October 18, 2028, (ii) providing for an updated pricing schedule with a lower drawn interest rate spread and undrawn commitment fee, as follows: Term SOFR plus the applicable margin ranging from 1.50% to 2.50%, dependent upon the ratio of our (a) consolidated tangible net worth to (b) consolidated total assets, minus the sum of intangible assets and good

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 above is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No . Document Description 10.1* Amendment No. 1 to Credit Agreement, dated as of October 18, 2024, by and among Bread Financial Holdings, Inc., as borrower, and certain of its subsidiaries as guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and various other lenders. *Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Bread Financial Holdings, Inc. hereby undertakes to furnish supplementally copies of any of the omitted exhibits upon request by the U.S. Securities and Exchange Commission.

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: October 21, 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