Alliance Data Systems Corporation (“Alliance Data”) issued a redemption notice to the indenture governing its 5.875% senior notes due November 1, 2021 (the “Senior Notes due 2021”) to redeem all of the outstanding Senior Notes due 2021. As of June 30, 2019, Alliance Data had $500.0 million aggregate principal amount of Senior Notes due 2021 outstanding. On July 3, 2019, Alliance Data deposited sufficient funds with Regions Bank (the “Trustee”) to redeem all of the outstanding Senior Notes due 2021 on July 3, 2019 (the “Redemption Date”) at a redemption price of 102.938% of the principal amount thereof, plus accrued and unpaid interest on the Senior Notes due 2021 redeemed, to the Redemption Date (the “Redemption Price”). On the Redemption Date, the Redemption Price was paid to the holders of the Senior Notes due 2021 and the indenture governing the Senior Notes due 2021 was satisfied and discharged. Alliance Data funded the Redemption Price with proceeds from completion of the Epsilon^® (as defined below) transaction described in Item 2.01 below.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported, on April 12, 2019, Alliance Data, and certain subsidiaries of Alliance Data (together with Alliance Data, the “Sellers”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Publicis Groupe, S.A., a French sociéte anonyme (“Publicis”), and certain subsidiaries of Publicis (together with Publicis, the “Purchasers”), to which the Purchasers agreed to acquire the Epsilon business of Alliance Data (“Epsilon”) by means of a sale of all of the outstanding equity interests of certain subsidiaries held by the Sellers which operate Epsilon. On July 1, 2019, the Sellers completed the sale of Epsilon to the Purchasers for approximately $4.4 billion in cash, subject to certain adjustments specified in the Purchase Agreement, including for indebtedness, cash, working capital and transaction expenses of Epsilon at the closing of the transaction. In connection with the closing of the Epsilon transaction, each of Epsilon Data Management, LLC, Aspen Marketing Services, LLC, Commission Junction LLC and Conversant LLC were released as guarantors under Alliance Data’s Amended and Restated Credit Agreement, dated as of June 14, 2017 (as amended, supplemented or otherwise modified prior to July 1, 2019) and the indentures governing each of Alliance Data’s Senior Notes due 2021, Alliance Data’s 5.375% senior notes due August 1, 2022, Alliance Data’s 4.500% senior notes due March 15, 2022 and Alliance Data’s 5.2500% senior notes due November 15, 2023. In addition, the condition precedent in the redemption notice for each of the 4.500% senior notes due March 15, 2022 and 5.2500% senior notes due November 15, 2023 was satisfied and the redemption date for both series will be July 10, 2019.

Alliance Data’s unaudited pro forma condensed consolidated financial statements giving effect to the completion of the sale are filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma consolidated financial statements of Alliance Data specified in Article 11 of Regulation S-X are filed as Exhibit 99.1 hereto and incorporated herein by reference.

(d) Exhibits

ALLIANCE DATA SYSTEMS CORP Exhibit
EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1 Exhibit 99.1 ALLIANCE DATA SYSTEMS CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Overview On July 1,…
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About ALLIANCE DATA SYSTEMS CORPORATION (NYSE:ADS)

Alliance Data Systems Corporation is a provider of data-driven marketing and loyalty solutions serving consumer-based businesses in a range of industries. The Company offers a portfolio of integrated outsourced marketing solutions, including customer loyalty programs, database marketing services, end-to-end marketing services, analytics and creative services, direct marketing services, and private label and co-brand retail credit card programs. The Company operates through three segments: LoyaltyOne, which provides coalition and short-term loyalty programs through the Company’s Canadian AIR MILES Reward Program and BrandLoyalty; Epsilon, which provides end-to-end, integrated marketing solutions, and Card Services, which provides risk management solutions, account origination, funding, transaction processing, customer care, collections and marketing services for the Company’s private label and co-brand retail credit card programs.