Alliance Data Systems (ADS) Board Votes to Approve Spinoff of Loyalty Ventures Inc

October 13, 2021 4:31 PM EDT

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Alliance Data Systems Corporation (NYSE: ADS), a leading provider of data-driven marketing, loyalty and payment solutions, today announced that its Board of Directors has approved the separation of Alliance Data's LoyaltyOne segment, consisting of its Canadian AIR MILES® Reward Program and Netherlands-based BrandLoyalty businesses, into an independent, publicly traded company, Loyalty Ventures Inc.

The separation will be completed by a pro rata distribution of 81% of the outstanding shares of Loyalty Ventures common stock to Alliance Data's stockholders of record at the close of business on October 27, 2021, the distribution record date. Alliance Data stockholders entitled to receive the distribution will receive a book-entry account statement or a credit to their brokerage account reflecting their ownership of Loyalty Ventures common stock. No action is required by Alliance Data stockholders to receive Loyalty Ventures shares in the distribution. Alliance Data will retain 19% of the outstanding shares of Loyalty Ventures common stock, which Alliance Data intends to divest after the separation in a tax-efficient manner.

The distribution of Loyalty Ventures' shares is expected to be completed after the market closes on November 5, 2021, with Alliance Data stockholders receiving one share of Loyalty Ventures common stock for every two and one-half (2.5) shares of Alliance Data common stock held at the close of business on the record date of October 27, 2021. Fractional shares of Loyalty Ventures common stock will not be distributed. Any fractional share of Loyalty Ventures common stock otherwise issuable to an Alliance Data stockholder will be sold in the open market on the stockholder's behalf, and the 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.

Following the distribution of 81% of Loyalty Ventures common stock on November 5, 2021, Loyalty Ventures will be an independent, U.S.-based publicly traded company and is expected to be listed on Nasdaq under the symbol "LYLT."

Prior to the distribution, Alliance Data expects to mail an information statement to all stockholders entitled to receive the distribution of shares of Loyalty Ventures common stock. The information statement will describe Loyalty Ventures, including the risks of owning Loyalty Ventures common stock, and other details regarding the separation.

The completion of the distribution is subject to customary conditions, including the Securities and Exchange Commission (SEC) having declared effective Loyalty Ventures' Registration Statement on Form 10, as amended, which Loyalty Ventures has filed with the SEC and is available at the SEC's website at http://www.sec.gov, and Alliance Data's receipt of an opinion from its tax advisor confirming that the distribution qualifies as tax-free for U.S. federal income tax purposes for Alliance Data and its stockholders (except for cash received in lieu of fractional shares). Alliance Data has received a private letter ruling from the Internal Revenue Service to this effect. The Alliance Data Board reserves the right in its discretion to delay the distribution, change any of the terms relating to the distribution, or abandon the distribution.

Alliance Data expects that a "when-issued" public trading market for Loyalty Ventures' common stock will begin on or around October 26, 2021 under the symbol "LYLTV", and will continue through the distribution date. Alliance Data also anticipates that "regular-way" trading of Loyalty Ventures' common stock will begin on November 8, 2021, the first trading day following the distribution date.

Beginning on or around October 26, 2021, and through the distribution date, it is expected that there will be two ways to trade Alliance Data common stock – either with or without the distribution of Loyalty Ventures common stock. Alliance Data stockholders who sell their shares of Alliance Data common stock in the "regular-way" market (that is, the normal trading market under the symbol "ADS") during this time period will be selling their right to receive shares of Loyalty Ventures common stock in connection with the spinoff. Alternatively, Alliance Data stockholders who sell their shares of Alliance Data common stock in the "ex-distribution" market during the same period under the symbol "ADS WI" will not be selling their right to receive shares of Loyalty Ventures common stock in connection with the spinoff. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling shares of Alliance Data common stock on or before the distribution date.

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.



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