UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Alliance Data Systems Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
018581108
(CUSIP Number of Class of Securities)
Joseph L. Motes III
EVP, Chief Administrative Officer, General Counsel & Secretary
Alliance Data Systems Corporation
7500 Dallas Parkway, Suite 700
Plano, Texas 75024
(214)494-3000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
With a Copy to:
Senet S. Bischoff
Luke J. Bergstrom
Chad G. Rolston
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212)906-1200
CALCULATION OF FILING FEE
Transaction valuation* | Amount of filing fee* | |
N/A | N/A | |
* | Pursuant to General Instruction D to Schedule TO, no filing fee is required forpre-commencement communications. |
☐ | Check the box if any part of the fee is offset as provided by Rule0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: N/A | Filing Party: Not Applicable N/A | |
Form or Registration No.: N/A | Date Filed: Not Applicable N/A |
☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule14d-1. |
☒ | issuer tender offer subject to Rule13e-4. |
☐ | going-private transaction subject to Rule13e-3. |
☐ | amendment to Schedule 13D under Rule13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule14d-1(d) (Cross-Border Third Party Tender Offer) |
On July 18, 2019, executives from Alliance Data Systems Corporation, a Delaware corporation (“Alliance Data”), announced on an earnings call commencing at 8:30 a.m. Eastern Time via teleconference and live audio webcast that Alliance Data intends to commence a tender offer for up to $750 million in value of shares of its common stock, $0.01 par value per share (the “Offer”), as early as July 19, 2019. An excerpted transcript of the conference call containing the portion relating to the tender offer is included as Exhibit 99.1 and an excerpted transcript of Alliance Data’s posts on its Twitter account at twitter.com/alliancedata during such conference call is included as Exhibit 99.2. Additionally, Alliance Data also announced its intention to commence the Offer in its earnings release dated July 18, 2019. An excerpt of the earnings release is included as Exhibit 99.3 to this Schedule TO.
Additional Information Regarding the Tender Offer.
The Offer has not yet commenced. This communication is for informational purposes only. This communication is not a recommendation to buy or sell Alliance Data common stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell Alliance Data common stock or any other securities. On the commencement date of the Offer, Alliance Data will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the “SEC”). The Offer will only be made pursuant to the offer to purchase, letter of transmittal and related materials filed as a part of the Schedule TO. Stockholders should read carefully the offer to purchase, letter of transmittal and related materials because they contain important information, including the various terms of, and conditions to, the Offer. Once the Offer is commenced, stockholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that Alliance Data will be filing with the SEC at the SEC’s website at www.sec.gov or from Alliance Data’s website at www.alliancedata.com.
Exhibits
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
ALLIANCE DATA SYSTEMS CORPORATION | ||||||
Dated: July 19, 2019 | By: | /s/ Joseph L. Motes III | ||||
Name: | Joseph L. Motes III | |||||
Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |