Item 8.01 Other Events.
On
The completion of the distribution is subject to a number of customary
conditions, including the
A copy of the press release announcing these matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements give our expectations or forecasts of future events and can generally
be identified by the use of 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 initiation or completion of
strategic initiatives including the proposed spinoff of our
• the spinoff may not be consummated within the anticipated time period or at
all;
• disruption to our business in connection with the proposed spinoff and that we
could lose revenue as a result of such disruption;
• the spinoff may not be tax-free for
• a loss of synergies from separating the businesses that could negatively impact
the balance sheet, profit margins or earnings of both businesses or that the companies resulting from the spinoff do not realize all of the expected benefits of the spinoff;
• the combined value of the common stock of the two publicly-traded companies
will not be equal to or greater than the value of our common stock had the
spinoff not occurred;
• continuing impacts related to COVID-19, including government economic stimulus,
relief measures for impacted borrowers and depositors, labor shortages, reduction in demand from clients, supply chain disruption for our reward suppliers and disruptions in the airline or travel industries;
• loss of, or reduction in demand for services from, significant clients;
• increases in fraudulent activity, net charge-offs in credit card and loan
receivables or increases or volatility in the allowance for loan loss that may
result from the application of the current expected credit loss model;
• failure to identify, complete or successfully integrate or disaggregate
business acquisitions or divestitures, or complete our planned spinoff
discussed in this report;
• continued financial responsibility with respect to a divested business,
including required equity ownership, guarantees, indemnities or other financial
obligations;
• increases in the cost of doing business, including market interest rates;
• inability to access financial or capital markets, including asset-backed
securitization funding or deposits markets;
• loss of active AIR MILES® Reward Program collectors;
• increased redemptions by AIR MILES Reward Program collectors;
• unfavorable fluctuations in foreign currency exchange rates;
• limitations on consumer credit, loyalty or marketing services from new
legislative or regulatory actions related to consumer protection and consumer
privacy;
• increases in
capital requirements or other support for our banks;
• failure to maintain exemption from regulation under the
Act;
• loss or disruption, due to cyber attack or other service failures, of data
center operations or capacity;
• loss of consumer information due to compromised physical or cyber security; and
• those factors set forth in the Risk Factors section 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, as well as those factors discussed inLoyalty Ventures' Registration Statement on Form 10 filed with theSEC .
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If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Further risks and uncertainties include, but are not limited to, the impact of strategic initiatives on us or our business if any transactions are undertaken, and whether the anticipated benefits of such transactions can be realized.
Any forward-looking statements contained in this report 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Document Description 99.1 Press release datedOctober 13, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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