Bread Financial announces modified dutch auction cash tender offer

Bread Financial (BFH) Holdings has commenced a cash tender offer to purchase up to $150M aggregate principal amount of its 9.750% Senior Notes maturing March 2029. The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated May 21, 2025. The Tender Offer will expire at 5:00 p.m., New York City time, on June 20, 2025, unless extended or earlier terminated as described in the Offer to Purchase with an early participation deadline of 5:00 p.m., New York City time, on June 4, 2025, unless extended or earlier terminated. The total consideration payable for each $1,000 principal amount of Notes will be determined based on a modified “Dutch Auction” procedure. Holders of the Notes who validly tender their Notes before 5:00 p.m., New York City time, on the Early Participation Date, and whose Notes are accepted for purchase by the Company, will be eligible to receive the “Total Consideration,” which includes an “Early Participation Amount” of $50.00 for each $1,000 principal amount of the Notes validly tendered. The Company may, but is not obligated to, following the Early Participation Date and prior to the Expiration Time, elect to accept the Notes validly tendered by Holders on or prior to the Early Participation Date, for settlement on such date or promptly thereafter. If the Company elects to have an Early Payment Date, it is currently expected to be June 9, 2025, though it will issue a press release announcing the date selected as the Early Payment Date. Holders who validly tender their Notes after the Early Participation Date and on or prior to the Expiration Time, and who have their Notes accepted for purchase by the Company, will not be eligible to receive the Early Participation Amount and will only receive the Total Consideration minus the Early Participation Amount on the final payment date. The Final Payment Date is currently expected to occur on June 25, 2025. Holders electing to participate may specify the minimum Total Consideration they would be willing to receive in exchange for each $1,000 principal amount of Notes they choose to tender in the Tender Offer. The Bid Price that Holders specify for each $1,000 principal amount of Notes must be within the range set forth in the table below and must be in increments of $1.25.