Bread Financial Holdings, Inc. announced the pricing and upsize of its previously announced offering of an additional $300 million in aggregate principal amount of its 9.750% senior notes due 2029 (the "Additional Notes"), in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The size of the offering reflects an increase of $100 million in aggregate principal amount of Additional Notes from the previously announced offering size of $200 million. The Additional Notes will be sold at a price of 101% of the principal amount thereof.

The closing of the issuance of the Additional Notes is expected to occur on January 19, 2023, subject to customary closing conditions, and is expected to result in approximately $300 million in net proceeds to the Company, after deducting the initial purchasers' discount but before the Company's estimated offering expenses. The Company intends to use the net proceeds of the Additional Notes offering, together with cash on hand, to (i) fund the redemption of $400 million aggregate principal amount of the Company's outstanding 7.000% Senior Notes due 2026 and (ii) pay related fees, premiums and expenses. The Additional Notes will constitute a further issuance of the Company's 9.750% Senior Notes due 2029 in the aggregate principal amount of $600 million, which were issued on December 22, 2023 (the "Existing Notes" and together with the Additional Notes, the "Notes").

The Additional Notes will form a single series with, and have the same terms (other than the issue date and initial offering price) as, the Existing Notes. The Notes will be guaranteed, on a full, joint and several basis, by each of the Company's domestic subsidiaries that guarantees the Company's obligations under its existing senior notes and its senior credit facilities. The Notes will not be registered under the Securities Act, or any state securities laws.

The Notes may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements under the Securities Act and applicable state securities laws. Accordingly, the Notes were offered only (A) to persons reasonably believed to be "qualified institutional buyers" under Rule 144A of the Securities Act or (B) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.