United States securities and exchange commission logo
August 12, 2021
Ralph J. Andretta
Chief Executive Officer
Loyalty Ventures Inc.
c/o Alliance Data Systems Corporation
7500 Dallas Parkway, Suite 700
Plano, TX 75024
Re: Loyalty Ventures
Inc.
Draft Registration
Statement on Form 10
Submitted July 15,
2021
CIK No. 0001870997
Dear Mr. Andretta:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Preliminary Information Statement
Global tech-enabled loyalty leader, page 3
1. We note that the first
paragraph references your "sponsor base" and discloses that the AIR
MILES Reward Program
partners with over "300 brands." Please revise to clarify if your
sponsor base is made up
of these 300 brands or if the metrics are unique. If unique, please
revise to quantify your
AIR MILES Reward Program sponsor base of retail partners.
Q: Will SpinCo incur any debt in connection with the Separation?, page 9
2. Please revise the first
paragraph to quantify the cash transfer to ADS. Please also revise
the Incurrence of Debt
section on page 41 accordingly.
Ralph J. Andretta
FirstName LastNameRalph J. Andretta
Loyalty Ventures Inc.
Comapany
August 12, NameLoyalty
2021 Ventures Inc.
August
Page 2 12, 2021 Page 2
FirstName LastName
Impacts related to the COVID-19 pandemic are expected to continue to pose risks
to our
business, page 24
3. Please revise, to the extent possible, to quantify the negative
impacts COVID-19 has had
on the company's business and operations. Please include enough detail
so that
shareholders can appreciate the discussed risk.
The loss of our most active AIR MILES Reward Program collectors could adversely
affect our
growth and profitability, page 25
4. We note your disclosure that your most active collectors drive a
disproportionately large
percentage of your AIR MILES reward miles issued. To the extent
possible, please
quantify the phrase "most active collectors" and their relative
percentage of AIR MILES
reward miles issued.
Our amended and restated bylaws will designate Delaware as the exclusive forum
for certain
litigation, page 37
5. Please refer to the second paragraph and the disclosure related to the
company's Federal
Forum Provision and its applicability to claims brought under the
Securities Act. Please
reconcile your disclosure with the last sentence of the second
paragraph which states that
the provision will not apply to suits brought under the Securities Act
or the Exchange
Act. Please also make conforming changes to the related disclosure on
page 99.
The Separation
Agreements with ADS
Transition Services Agreement, page 48
6. We note your disclosure on page 18 that "[f]ollowing the Separation,
ADS will continue
to provide certain of these services to us on a transitional basis,
for a period of up to
two years following the Distribution pursuant to a Transition Services
Agreement that we
enter into with ADS." Please revise your disclosure in this section to
more fully discuss
and quantify, to the extent possible, the anticipated costs in
connection with the separation
and distribution, including those fees associated with the Transition
Services
Agreement.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Discussion of critical accounting estimates, page 66
7. We note per the risk factor on page 25 that AIR MILES reward miles do
not expire with
the exception of cases of inactivity. Please include this information
and define "inactivity" in your discussion on breakage.
Business, page 69
8. We note your disclosure that your growth strategy includes expanding
"to non-traditional
Ralph J. Andretta
Loyalty Ventures Inc.
August 12, 2021
Page 3
partnerships and alliances." Please revise to clarify what you mean by
"non-traditional
partnerships."
Our sponsors, page 73
9. Please revise to discuss any dependence upon or any material sponsors.
In this regard, we
note your risk factor on page 25 and disclosure that Bank of Montreal
contributes a
significant portion of your combined revenue.
Financial Statements, page F-1
10. Please update your financial statements in accordance with Rule
3-12(d) of Regulation S-
X.
You may contact James Giugliano at 202-551-3319 or Theresa Brillant at
202-551-3307
if you have questions regarding comments on the financial statements and
related
matters. Please contact Donald Field at 202-551-3680 or Jennifer L pez at
202-551-3792 with
any other questions.
FirstName LastNameRalph J. Andretta Sincerely,
Comapany NameLoyalty Ventures Inc.
Division of
Corporation Finance
August 12, 2021 Page 3 Office of Trade &
Services
FirstName LastName