Bread Financial™ Announces Partial Repurchase of 4.25% Convertible Senior Notes Due 2028

Rhea-AI Summary

Bread Financial Holdings, Inc. (NYSE: BFH) has announced a partial repurchase of its 4.25% Convertible Senior Notes due 2028. The company has entered into privately negotiated agreements to repurchase $237.6 million aggregate principal amount of the Notes for an approximate cash price of $350.0 million. The final price is subject to adjustment based on the daily volume-weighted average price of BFH's common stock over an agreed measurement period starting August 9, 2024.

The repurchases are expected to close before the end of the current fiscal quarter. After the transaction, $78.6 million principal amount of Notes will remain outstanding from an initial balance of $316.25 million. The company's previously established capped call transactions related to the Notes issuance will remain in effect.

Positive

• Reduction of outstanding debt from $316.25 million to $78.6 million
• Potential improvement in the company's debt-to-equity ratio
• Demonstration of financial flexibility and liquidity to repurchase notes

Negative

• Cash outflow of approximately $350.0 million for the repurchase
• Potential dilution of existing shareholders if notes are converted to common stock

Financial Analyst

Bread Financial's decision to repurchase $237.6 million of its convertible notes is a strategic financial move with mixed implications. On one hand, it reduces the company's debt burden and potential future dilution of equity. However, the $350 million cash outlay represents a significant premium over the face value, which could impact short-term liquidity.

The repurchase price being partially tied to the company's stock price adds an element of uncertainty to the final cost. This transaction will likely improve Bread Financial's debt-to-equity ratio, potentially enhancing its financial flexibility. However, investors should closely monitor the impact on the company's cash reserves and its ability to fund growth initiatives in the near term.

Corporate Finance Expert

This partial repurchase of convertible notes by Bread Financial is a nuanced financial maneuver. By reducing outstanding notes from $316.25 million to $78.6 million, the company is effectively de-risking its balance sheet. The premium paid (47% over face value) suggests management believes in strong future performance, as they're willing to pay more now to avoid potential equity dilution later.

Interestingly, the retention of capped call transactions indicates a hedging strategy against potential upside in the stock price. This complex transaction demonstrates sophisticated financial management but also raises questions about the optimal use of cash reserves in the current economic environment.

COLUMBUS, Ohio, Aug. 09, 2024 (GLOBE NEWSWIRE) -- Bread Financial Holdings, Inc. (NYSE: BFH) (“Bread Financial” or the “Company”) announced today that it has entered into separate, privately negotiated repurchase agreements with a limited number of holders of its 4.25% Convertible Senior Notes due 2028 (the “Notes”) to repurchase (the “Repurchases”) $237.6 million aggregate principal amount of the Notes for an aggregate cash repurchase price of approximately $350.0 million.  The final aggregate cash repurchase price is subject to adjustment as a portion of the repurchase price will be based in part on the daily volume-weighted average price per share of the Company’s common stock over an agreed measurement period beginning on, and including, August 9, 2024.

The Repurchases are expected to close shortly after completion of the measurement period, which is expected to be before the end of the current fiscal quarter, subject to the satisfaction of customary closing conditions. Following such closings, approximately $78.6 million principal amount of the Notes will remain outstanding, from an initial issued principal balance of $316.25 million.

The Company had previously entered into capped call transactions with certain financial institutions in connection with the issuance of the Notes. All of these transactions are expected to remain in effect notwithstanding the Repurchases.

This news release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer to purchase, or a redemption notice for, any of the Company’s outstanding Notes.

About Bread Financial™
Bread Financial Holdings, Inc. (NYSE: BFH) is a tech-forward financial services company providing simple, personalized payment, lending and saving solutions. The Company creates opportunities for its customers and partners through digitally enabled choices that offer ease, empowerment, financial flexibility and exceptional customer experiences. Driven by a digital-first approach, data insights and white-label technology, Bread Financial delivers growth for its partners through a comprehensive product suite, including private label and co-brand credit cards and buy now, pay later (BNPL) products such as installment loans and our "split-pay" offerings. Bread Financial also offers direct-to-consumer solutions that give customers more access, choice and freedom through its branded Bread Cashback™ American Express® Credit Card and Bread Savings™ products.

Headquartered in Columbus, Ohio, Bread Financial is powered by its 7,500+ global associates and is committed to sustainable business practices.

Forward-looking Statements
This news release contains forward-looking statements, including, but not limited to, statements related to the proposed refinancing transactions, the Convertible Notes offering, the capped call transactions and the Tender Offer described above. Forward-looking statements may otherwise generally be identified by the use of the words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results, future financial performance and outlook, future dividend declarations, and future economic conditions.

We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Accordingly, our actual results could differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that our expectations will prove to have been correct. Factors that could cause the outcomes to differ materially include, but are not limited to, the following: macroeconomic conditions, including market conditions, inflation, higher interest rates, labor market conditions, recessionary pressures or a concern over a prolonged economic slowdown, and the related impact on consumer spending behavior, payments, debt levels, savings rates and other behavior; global political and public health events and conditions, including ongoing wars and military conflicts; future credit performance, including the level of future delinquency and write-off rates; the loss of, or reduction in demand from, significant brand partners or customers in the highly competitive markets in which we compete; the concentration of our business in U.S. consumer credit; inaccuracies in the models and estimates on which we rely, including the amount of our Allowance for credit losses and our credit risk management models; the inability to realize the intended benefits of acquisitions, dispositions and other strategic initiatives; our level of indebtedness and ability to access financial or capital markets; pending and future legislation, regulation, supervisory guidance, and regulatory and legal actions, including, but not limited to, those related to financial regulatory reform and consumer financial services practices, as well as any such actions with respect to late fees, interchange fees or other charges; impacts arising from or relating to the transition of our credit card processing services to third party service providers that we completed in 2022; failures or breaches in our operational or security systems, including as a result of cyberattacks, unanticipated impacts from technology modernization projects or otherwise; and any tax liability, disputes or other adverse impacts arising out of or relating to the spinoff of our former LoyaltyOne segment or the bankruptcy filings of Loyalty Ventures Inc. and certain of its subsidiaries. In addition, the Consumer Financial Protection Bureau (CFPB) has issued a final rule that, absent a successful legal challenge, will place significant limits on credit card late fees, which would have a significant impact on our business and results of operations for at least the short term and, depending on the effectiveness of the mitigating actions that we have taken or may in the future take in anticipation of, or in response to, the final rule, may potentially adversely impact us over the long term; we cannot provide any assurance as to the effective date of the rule, the result of any pending or future challenges or other litigation relating to the rule, or our ability to mitigate or offset the impact of the rule on our business and results of operations. The foregoing factors, along with other risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements, are described in greater detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. Our forward-looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

Brian Vereb — Investor Relations  
Brian.Vereb@breadfinancial.com  

Susan Haugen — Investor Relations  
Susan.Haugen@breadfinancial.com  

Rachel Stultz — Media  
Rachel.Stultz@breadfinancial.com  

FAQ

What is the principal amount of 4.25% Convertible Senior Notes that Bread Financial is repurchasing?

Bread Financial (BFH) is repurchasing $237.6 million aggregate principal amount of its 4.25% Convertible Senior Notes due 2028.

How much is Bread Financial (BFH) paying for the repurchase of the Notes?

Bread Financial is paying approximately $350.0 million in cash for the repurchase, subject to final adjustment based on the company's stock price during an agreed measurement period.

When is the repurchase of Bread Financial's (BFH) Convertible Senior Notes expected to close?

The repurchase is expected to close before the end of the current fiscal quarter, shortly after the completion of the stock price measurement period beginning August 9, 2024.

How much of Bread Financial's (BFH) 4.25% Convertible Senior Notes will remain outstanding after the repurchase?

After the repurchase, approximately $78.6 million principal amount of the 4.25% Convertible Senior Notes due 2028 will remain outstanding.