Bread Financial Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$BFH
Business Services
Consumer Discretionary
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.
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On October 18, 2024, Bread Financial Holdings, Inc., as the borrower (the “Company”), and certain of the Company’s subsidiaries entered into an Amendment No. 1 to Credit
Agreement with JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and the other parties party thereto (the “Amendment”), which amended that certain Credit Agreement, dated as of June 7, 2023, among the Company, certain of
the Company’s subsidiaries, as guarantors, JPMorgan and the other lenders party thereto (the “Existing Credit Agreement” and as amended, supplemented or otherwise modified prior to and including the Amendment, the “Credit Agreement”).
The Credit Agreement continues to govern the Company’s $700 million senior unsecured revolving credit facility (the “Revolving Credit Facility”), with all term loans
previously outstanding under the Credit Agreement having been paid off in full and terminated in December 2023. The Credit Agreement also provides for an uncommitted $700 million accordion feature that will allow the Company to request (x) one or
more new term loan facilities or (y) an increase to the Revolving Credit Facility (or, in lieu of incurring such indebtedness under the Credit Agreement, the Company will be able to utilize such debt capacity for “incremental equivalent”
indebtedness incurred outside of the Credit Agreement).
The Amendment modified certain material terms in the Existing Credit Agreement, including by: (i) providing for an extension of the maturity date of the Revolving Credit
Facility, resulting in a new maturity date thereof of October 18, 2028, (ii) providing for an updated pricing schedule with a lower drawn interest rate spread and undrawn commitment fee, as follows: Term SOFR plus the applicable margin ranging from
1.50% to 2.50%, dependent upon the ratio of our (a) consolidated tangible net worth to (b) consolidated total assets, minus the sum of intangible assets and goodwill (the “TCE Ratio”), Daily Simple SOFR plus the applicable margin ranging from
1.50% to 2.50%, dependent on the TCE Ratio, a base rate set forth in the Credit Agreement plus the applicable margin ranging from 0.50% to 1.50%, dependent on the TCE Ratio and an undrawn commitment fee ranging from 0.25% to 0.45%, dependent on the
TCE ratio and (iii) providing the Company with greater capacity under the Credit Agreement to make dividends and/or to repurchase equity interests, to make “investments” (including in the form of acquisitions) and to incur indebtedness.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of
which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information provided in Item 1.01 above is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
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(d)
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Exhibits
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| Exhibit No. |
Document Description |
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Amendment No. 1 to Credit Agreement, dated as of October 18, 2024, by and among Bread Financial Holdings, Inc., as borrower, and certain of its subsidiaries as guarantors,
JPMorgan Chase Bank, N.A., as Administrative Agent and various other lenders.
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*Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Bread Financial Holdings, Inc. hereby undertakes to furnish supplementally copies of any of the omitted exhibits upon request by the U.S. Securities and Exchange
Commission.
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.
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Bread Financial Holdings, Inc.
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Date: October 21, 2024
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By: |
/s/ Joseph L. Motes III
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Joseph L. Motes III
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Executive Vice President, Chief
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| Administrative Officer, General Counsel and Secretary | ||