Bread Financial Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Real Estate
Real Estate
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On October 28, 2025, Bread Financial Holdings, Inc. (the “Company”) and certain of its subsidiary guarantors (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC and BMO Capital Markets Corp., as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which the Company agreed to sell $500 million aggregate principal amount of 6.750% senior notes (the “Notes”), in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will mature on May 15, 2031 and will be issued at 100% of the principal amount thereof for net proceeds of approximately $493 million, after deducting the Initial Purchasers' discount and the Company’s estimated offering expenses. The closing of the issuance of the Notes is expected to occur on November 6, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the Notes offering, together with approximately $275 million of cash on hand, for the redemption in full (including the make-whole premium) of its outstanding 9.750% Senior Notes due 2029 (the “2029 Notes”) (of which there is $719 million aggregate principal amount outstanding).
The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”).
Item 8.01 Other Events.
On October 28, 2025, the Company issued a press release (the “Release”) pursuant to Rule 135c under the Securities Act relating to the pricing of the Notes. In accordance with Rule 135c(d) under the Securities Act, a copy of the Release is attached hereto as Exhibit 99.1 to this Report.
The foregoing is qualified by reference to the Release that is attached as Exhibit 99.1 to this Report, which is incorporated herein by reference.
This Report, the Purchase Agreement attached hereto as Exhibit 10.1 and the Release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, and neither this Report nor the Release constitute a notice of redemption for the 2029 Notes. The Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document Description | |||||||
| Purchase Agreement, dated October 28, 2025, by and among the Company, the Guarantors and the Initial Purchasers. | ||||||||
| Press release announcing the pricing of the Notes offering, dated October 28, 2025. | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 28, 2025 | By: | /s/ Joseph L. Motes III | ||||||
| Joseph L. Motes III Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | ||||||||