Risk Factors.
−Removed: Other than as set forth below, there have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020 or our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
−Removed: The proposed spinoff of our LoyaltyOne segment may not be completed on the terms or timeline currently contemplated, if at all, and may not achieve the expected results.
−Removed: In May 2021, we announced our intention to spin off our LoyaltyOne segment into a new independent, publicly traded company, or SpinCo, through a distribution of 81% of SpinCo’s shares to ADSC’s stockholders.
−Removed: The transaction is expected to qualify as a tax-free “reorganization” within the meaning of section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended, or the Code, and a tax-free distribution within the meaning of section 355 of the Code to us and our stockholders for U.S.
−Removed: federal income tax purposes.
−Removed: The spinoff is expected to be completed in the fourth quarter of 2021.
−Removed: Completion of the spinoff will be subject to a number of factors and conditions, including the final approval of our board of directors;
−Removed: there can be no assurance that we will be able to complete the spinoff on the terms or timeline announced, if at all.
−Removed: Unanticipated developments could delay, prevent or otherwise adversely affect the proposed spinoff, including, but not limited to, disruptions in general or financial market conditions;
−Removed: any delay in the SEC declaring effective SpinCo’s Form 10 registration statement or the selected stock exchange approving SpinCo’s common stock for listing;
−Removed: inability to obtain a private letter ruling from the Internal Revenue Service or other opinions as to the anticipated tax-free treatment of the spinoff;
−Removed: or completion of the various intercompany arrangements between us and SpinCo related to the spinoff.
−Removed: There are numerous additional risks associated with the proposed spinoff, including, but not limited to, the risk of significant additional costs being incurred to effect the spinoff, particularly if it is delayed or does not occur at all;
−Removed: the risk of disruption to our business in connection with the proposed spinoff and any corresponding loss of revenue;
−Removed: the risk that the proposed spinoff will require significant time and attention from our senior management and employees, negatively impacting operations;
+Added: Other than as set forth below, there have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020 or our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021.
+Added: The planned spinoff of our LoyaltyOne segment may not be completed on the terms or timeline currently contemplated, if at all, and may not achieve the expected results.
+Added: On October 13, 2021, the Board of Directors of Alliance Data Systems Corporation, or ADSC, approved the previously announced Separation of its LoyaltyOne segment, consisting of its Canadian AIR MILES® Reward Program and Netherlands-based BrandLoyalty businesses, into an independent, publicly traded company, Loyalty Ventures.
+Added: The Separation will be completed through the pro rata distribution of 81% of the outstanding shares of Loyalty Ventures to holders of the Company’s common stock at the close of business on the record date of October 27, 2021, with ADSC retaining the remaining 19% of the outstanding shares of Loyalty Ventures.
+Added: ADSC stockholders of record at the close of business on October 27, 2021 will receive one share of Loyalty Ventures common stock for every two and one-half (2.5) shares of ADSC common stock.
+Added: The distribution is expected to qualify as a tax-free reorganization and a tax-free distribution to ADSC and its stockholders for U.S.
+Added: federal income tax purposes and is expected to be completed on November 5, 2021.
+Added: The completion of the distribution is subject to a number of customary conditions, including ADSC’s receipt of an opinion from its tax advisor confirming that the distribution qualifies as tax-free for U.S.
+Added: federal income tax purposes for ADSC and its stockholders (except for cash received in lieu of fractional shares).
+Added: ADSC has received a private letter ruling from the Internal Revenue Service to this effect.
+Added: The ADSC Board reserves the right in its discretion to delay the distribution, change any of the terms relating to the distribution, or abandon the distribution.
+Added: There are numerous risks associated with the planned spinoff, including, but not limited to, the risk of significant additional costs being incurred to effect the spinoff, particularly if it is delayed or does not occur at all;
+Added: the risk of disruption to our business in connection with the spinoff negatively impacting our results of operations;
+Added: the risk that the spinoff will require significant time and attention from our senior management and employees, negatively impacting operations;
the risk that we may find it more difficult to attract, retain and motivate employees during the pendency of the spinoff or following its completion;
4 unchanged sentences
and the risk that there will be a loss of synergies from separating the businesses that could negatively impact the balance sheet, profit margins or earnings of one or both companies.
−Removed: The potential negative impact of the events described above could have a material adverse effect on our business, financial condition, results of operations and prospects, whether we are constituted as two independent publicly-traded companies after the proposed spinoff is completed or as one company as currently constituted.
+Added: The potential negative impact of the events described above could have a material adverse effect on our business, financial condition, results of operations and prospects, whether we are constituted as two independent publicly-traded companies after the spinoff is completed or as one company as currently constituted.
Following the spinoff, the share price for our common stock may fluctuate significantly.
We cannot predict the effect of the spinoff on the trading price of shares of our common stock.
−Removed: We cannot assure you that the combined trading prices of our common stock and SpinCo’s common stock after the spinoff, as adjusted for any changes in the combined capitalization of both companies, will be equal to or greater than the trading price of our common stock prior to the spinoff.
−Removed: Until the market has fully evaluated our business without SpinCo, the price at which our common stock trades may fluctuate significantly.
+Added: The trading price of shares of ADSC common stock immediately following the planned spinoff is expected to be lower than immediately prior to the spinoff because the trading price will no longer reflect the value of the LoyaltyOne business.
+Added: Moreover, we cannot assure you that the combined trading prices of our common stock and Loyalty Ventures’ common stock after the spinoff, as adjusted for any changes in the combined capitalization of both companies, will be equal to or greater than the trading price of our common stock prior to the spinoff.
+Added: Until the market has fully evaluated our business without
+Added: Loyalty Ventures, the price at which our common stock trades may fluctuate significantly.
In addition, the trading price of our common stock may be more volatile around the time of the spinoff.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.