LYLT.V / Loyalty Ventures Inc - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40776 LOYALTY VENTURES INC. (Exact name of registrant as specified in it

As filed with the United States Securities and Exchange Commission on March 24, 2023

As filed with the United States Securities and Exchange Commission on March 24, 2023 Registration Nos.

As filed with the United States Securities and Exchange Commission on March 24, 2023

As filed with the United States Securities and Exchange Commission on March 24, 2023 Registration Nos.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 20, 2023 LOYALTY VENTURES INC. (Exact Nam

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 20, 2023 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File N

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

Exhibit 10.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) LOYALTY VENTURES INC., et al.,1 ) Case No. 23-90111 (CML) ) Debtors. ) (Jointly Administered) ) ) Re: Docket No. 116 INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POSTPETITION FINANCING, (II) AUTHORIZING THE DEBTORS TO CONTINUE THE USE OF CASH COLLATERAL, (III) GRANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40776 LOYALTY VENTURES IN

25 1 tm239724d125.htm FORM 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40776 LOYALTY VENTURES INC. The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2023 LOYALTY VENTURES INC. (Exact Nam

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2023 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File N

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) LOYALTY VENTURES INC., et al.,1 ) Case No. 23-90111 (CML) ) Debtors. ) (Jointly Administered) ) ) Re: Docket No. INTERIM ORDER (I) APPROVING NOTIFICATION AND HEARING PROCEDURES FOR CERTAIN TRANSFERS OF BENEFICIAL OWNERSHIP AND DECLARATIONS OF WORTHLESSNESS WITH RESPECT TO

sETTLEMENT AGREEMENT

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT AS SUCH INFORMATION WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SUCH EXCLUSIONS HAVE BEEN MARKED WITH A [****]. sETTLEMENT AGREEMENT THE undersigned: (1) Brand Loyalty International B.V., having its registered office in ‘s-Hertogenbosch and its principal place of business at (5211 BH) Ko

TRANSACTION SUPPORT AGREEMENT

Exhibit 10.2 Execution Version THIS TRANSACTION SUPPORT AGREEMENT AND THE DOCUMENTS ATTACHED HERETO COLLECTIVELY DESCRIBE TRANSACTIONS INVOLVING THE COMPANY PARTIES THAT MAY BE EFFECTUATED (I) THROUGH THE FILING OF CHAPTER 11 CASES IN THE BANKRUPTCY COURT (AS DEFINED BELOW) AND (II) UNDER THE CCAA (AS DEFINED BELOW). THIS TRANSACTION SUPPORT AGREEMENT IS NOT AN OFFER, ACCEPTANCE OR SOLICITATION WI

Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 9, 2023 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of In

ASSET PURCHASE AGREEMENT LOYALTYONE, CO. as Seller - and - BANK OF MONTREAL as Buyer March 9, 2023

Exhibit 10.3 Execution Version ASSET PURCHASE AGREEMENT LOYALTYONE, CO. as Seller - and - BANK OF MONTREAL as Buyer March 9, 2023 THIS DOCUMENT SHALL BE KEPT CONFIDENTIAL PURSUANT TO THE TERMS OF THE CONFIDENTIALITY AGREEMENT DATED FEBRUARY 22, 2023, ENTERED INTO BY THE SELLER AND THE BUYER, WITH RESPECT TO THE SUBJECT MATTER HEREOF. TABLE OF CONTENTS ARTICLE 1 INTERPRETATION‌2 1.1Definitions‌2 1.

Loyalty Ventures Inc. Announces Bankruptcy Filings and Plan to Delist from the Nasdaq Global Select Market

Exhibit 99.1 Loyalty Ventures Inc. Announces Bankruptcy Filings and Plan to Delist from the Nasdaq Global Select Market DALLAS, Texas, March 10, 2023 – Loyalty Ventures Inc. (Nasdaq: LYLT) (the “Company”) and certain of its subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the S

BMO Confirms Agreement to Acquire LoyaltyOne’s AIR MILES Reward Program Business

Exhibit 99.2 NEWS FOR IMMEDIATE RELEASE BMO Confirms Agreement to Acquire LoyaltyOne’s AIR MILES Reward Program Business ● BMO ’s acquisition would accelerate the future growth of AIR MILES, one of Canada’s largest loyalty programs ● A reinvigorated program would benefit all Canadians collecting AIR MILES, as well as merchants and partners across the country ● AIR MILES collectors benefit from rew

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 9, 2023 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Nu

[signature page follows]

Letterhead Personal and Confidential March 4, 2023 [Name] [Address] Re: Retention Bonus Dear [Name]: On behalf of Loyalty Ventures Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 3, 2023 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Nu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 1, 2023 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Nu

BRIDGE LOAN AGREEMENT

Exhibit 10.2 Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****]. BRIDGE LOAN AGREEMENT This bridge loan agreement (the “Agreement”) is made on 1 March 2023 by and among: 1. OPPORTUNITY PARTNERS B.V., a private company with limited liability

[Signature Pages Follow.]

EXHIBIT 10.3 CONSENT This CONSENT (this “Consent”), dated as of March 1, 2023, is entered into by and among LOYALTY VENTURES INC., a Delaware corporation (the “Company”), BRAND LOYALTY GROUP B.V., BRAND LOYALTY HOLDING B.V. and BRAND LOYALTY INTERNATIONAL B.V., each a Netherlands private limited company (each, a “Netherlands Borrower” and together with the Company, the “Borrowers”), each Guarantor

SALE AND PURCHASE AGREEMENT PROJECT POINTS EXECUTION COPY

exhibit 10.1 Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****]. SALE AND PURCHASE AGREEMENT PROJECT POINTS EXECUTION COPY CONTENTS 1.Definitions and Interpretation‌3 2.Sale and Purchase of the Shares‌3 3.Purchase Price‌4 4.Pre-Completion Co

LYLT.V / Loyalty Ventures Inc / CastleKnight Master Fund LP Passive Investment

SC 13G/A 1 d994572813g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Loyalty Ventures Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 54911Q107 (CUSIP Number) January 15, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropria

LYLT.V / Loyalty Ventures Inc / REDWOOD CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G/A 1 d993570913g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Loyalty Ventures Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 54911Q107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri

LYLT.V / Loyalty Ventures Inc / CastleKnight Master Fund LP Passive Investment

SC 13G/A 1 d993516613g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Loyalty Ventures Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 54911Q107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri

LYLT.V / Loyalty Ventures Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01333-loyaltyventuresinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Loyalty Ventures Inc. Title of Class of Securities: Common Stock CUSIP Number: 54911Q107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to des

LYLT.V / Loyalty Ventures Inc / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

SC 13G/A 1 loya22a1.htm CUSIP NO. 54911Q107 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Loyalty Ventures Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 54911Q107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of t

LYLT.V / Loyalty Ventures Inc / CastleKnight Master Fund LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

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Exhibit 99.1 REFINITIV STREETEVENTS EDITED TRANSCRIPT Q3 2022 Loyalty Ventures Inc Earnings Call EVENT DATE/TIME: NOVEMBER 08, 2022 / 1:30PM GMT 1 REFINITIV STREETEVENTS | www.refinitiv.com ©2022 Refinitiv. All rights reserved. Republication or redistribution of Refinitiv content, including by framing or similar means, is prohibited without the prior written consent of Refinitiv. 'Refinitiv' and t

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2022 LOYALTY VENTURES INC. (Exact N

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2022 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2022 LOYALTY VENTURES INC. (Exact N

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2022 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File

Q3 2022 Key Takeaways 3 Performance Update • Recent extensions with credit, fuel and grocery partners at AIR MILES ® Reward Program support our confidence in the Program • AIR MILES reward miles issued increased 2%, in line with management’s expectat

Exhibit 99.2 Third Quarter 2022 Results 1 November 2022 Forward - Looking Statements and Financial Measures 2 This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Loyalty Ventures Inc. Reports Third Quarter 2022 Results

Exhibit 99.1 Loyalty Ventures Inc. Reports Third Quarter 2022 Results ● Consistent Performance by AIR MILES in Line with Expectations; Miles Issued Up 2% ● Recent Contract Extensions With Bank of Montreal, Shell Canada and Metro in Ontario ● BrandLoyalty’s Financial Results Impacted by Shifting Economic Conditions and Consumer Sentiment; Adjusting Campaign Rewards Strategy to Better Align with Con

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 5, 2022 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File

Seventh Amendment to Amended and Restated Program Participation Agreement by and between LoyaltyOne, Co. and Bank of Montreal, dated as of October 27, 2022

EXHIBIT 10.1 Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****] LOYALTYONE, CO. -and- BANK OF MONTREAL SEVENTH AMENDMENT TO AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT DATED AS OF OCTOBER 27, 2022 36316720.6 2 SEVENTH AMENDMENT TO A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 27, 2022 LOYALTY VENTURES INC. (Exact N

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 27, 2022 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File

Loyalty Ventures Announces New AIR MILES® Reward Program Earning Opportunity With Pattison Food Group Collectors can earn Reward Miles on eligible purchases in-store at one of Pattison Food Group’s 8 grocery banners by linking any Canadian-issued Mas

? Exhibit 99.1 ? Loyalty Ventures Announces New AIR MILES? Reward Program Earning Opportunity With Pattison Food Group ? Collectors can earn Reward Miles on eligible purchases in-store at one of Pattison Food Group?s 8 grocery banners by linking any Canadian-issued Mastercard to their AIR MILES account DALLAS, Texas, September 21, 2022 ? Loyalty Ventures Inc. (Nasdaq: LYLT), a leading provider of

Regulation FD Disclosure, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 21, 2022 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Q2 2022 Key Takeaways 3 Performance Update • AIR MILES ® Reward Program miles issued increased 8% • BrandLoyalty is facing macro challenges, which have pressured growth and margins Capital Structure & Priorities • Secured flexibility through amendmen

Exhibit 99.2 Second Quarter 2022 Results 1 August 2022 Forward - Looking Statements and Financial Measures 2 This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, 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

Loyalty Ventures Inc. Reports Second Quarter 2022 Results

? Exhibit 99.1 ? ? Loyalty Ventures Inc. Reports Second Quarter 2022 Results ? ? Consistent Performance by AIR MILES in Line with Expectations; Miles Issued Up 8% ? BrandLoyalty?s Financial Results Constrained by Higher Costs & Macroeconomic Headwinds, Contributing to Impairment Charge ? Initiatives Underway at AIR MILES and BrandLoyalty to Strengthen Market Leadership Positions and Drive Long Ter

Fifth Amendment to Amended and Restated Program Participation Agreement by and between LoyaltyOne, Co. and Bank of Montreal, dated as of July 4, 2022.

EX-10.1 2 lylt-20220630xex10d1.htm EX-10.1 Exhibit 10.1 Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****]. LOYALTYONE, CO. -and- BANK OF MONTREAL FIFTH AMENDMENT TO AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT DATED AS OF JULY 4, 20

Sixth Amendment to Amended and Restated Program Participation Agreement by and between LoyaltyOne, Co. and Bank of Montreal, dated as of July 5, 2022.

? Exhibit 10.2 ? Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****]. ? ? ? ? ? ? LOYALTYONE, CO. ? -and- ? ? BANK OF MONTREAL ? ? ? ? ? ? ? ? SIXTH AMENDMENT TO AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT ? ? ? ? DATED AS OF JULY 5,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of report (Date of earliest event reported): August 11, 2022 ? LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer o

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

? SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of report (Date of earliest event reported): July 29, 2022 ? LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of

AMENDMENT NO. 1 TO CREDIT AGREEMENT (FINANCIAL COVENANT)

? Exhibit 10.1 ? Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT (FINANCIAL COVENANT) This AMENDMENT NO. 1 TO CREDIT AGREEMENT (FINANCIAL COVENANT) (this ?Amendment?), dated as of July 29, 2022, is entered into by and among LOYALTY VENTURES INC., a Delaware corporation (the ?Company?), BRAND LOYALTY GROUP B.V., BRAND LOYALTY HOLDING B.V. and BRAND LOYALTY INTERNATIONAL B.V., each a Netherlan

Financial Statements and Exhibits, Other Events

? SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of report (Date of earliest event reported): June 7, 2022 ? LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of I

Loyalty Ventures Inc. Provides Update on its AIR MILES® Reward Program Business

?Exhibit 99.1 ? ? ? Loyalty Ventures Inc. Provides Update on its AIR MILES? Reward Program Business ? ? DALLAS, Texas, June 8, 2022 ? Loyalty Ventures Inc. (Nasdaq: LYLT), a leading provider of tech-enabled, data-driven consumer loyalty solutions, today provided an update on developments at its AIR MILES Reward Program (?AIR MILES?). The Company disclosed that its AIR MILES Reward Program segment

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of report (Date of earliest event reported): May 27, 2022 ? LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of I

Separation Agreement, dated as of May 27, 2022, by and among Loyalty Ventures Inc., LoyaltyOne, Co. and Blair F. Cameron

? ? Exhibit 10.1 ? CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT AS SUCH INFORMATION WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SUCH EXCLUSIONS HAVE BEEN MARKED WITH A [****]. ? SEPARATION AGREEMENT BETWEEN: ? LOYALTYONE, CO. and LOYALTY VENTURES INC. (collectively, the ?Company?) - and ? ? BLAIR CAMERON (the ?Employee?) ? WHEREAS the Employee

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 26, 2022 LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report LOYALTY VENTURES INC. (Exact name of registrant as specified in its charter)

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? ? FORM SD Specialized Disclosure Report ? ? LOYALTY VENTURES INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Delaware 001-40776 (State or other jurisdiction of incorporation) (Commission file number) ? ? 8235 Douglas Avenue, Suite 1200 Dallas, Texas ? 75225 (Address of principal executive office

Fourth Amendment to Amended and Restated Program Participation Agreement by and between LoyaltyOne, Co. and Bank of Montreal, dated as of April 6, 2022.

? ? Exhibit 10.1 ? Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****]. ? ? ? ? ? ? ? ? LOYALTYONE, CO. ? -and- ? ? BANK OF MONTREAL ? ? ? ? ? FOURTH AMENDMENT TO AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT ? ? ? ? DATED AS OF APRIL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Loyalty Ventures Inc. Reports First Quarter 2022 Results

Exhibit 99.1 ? ? Loyalty Ventures Inc. Reports First Quarter 2022 Results ? ? Results in Line with Expectations Given Historical First Quarter Seasonal Trends ? Priority Investments Underway in Digital Innovations, Content Personalization and Enhanced Program Value ? New Leadership at AIR MILES Brings Proven Track Records and Deep Expertise in Consumer Insights, Data & Analytics, Digital Marketing

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of report (Date of earliest event reported): April 28, 2022 ? LOYALTY VENTURES INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of

Q1 2022 Key Takeaways 3 Performance Update • AIR MILES® Reward Program redemption patterns begin normalization with return of travel • BrandLoyalty is leveraging supply chain alternatives to deliver campaigns reliably in 2022 Strategic Priorities in

Exhibit 99.2 First Quarter 2022 Results 1 April 2022 Forward - Looking Statements and Financial Measures 2 This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, 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 ge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN THE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE 14A (Rule 14a-101) ? INFORMATION REQUIRED IN THE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN THE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE 14A (Rule 14a-101) ? INFORMATION REQUIRED IN THE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? ? ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy State

Loyalty Ventures Inc. Announces Leadership Changes at its AIR MILES® Reward Program

Exhibit 99.1 Loyalty Ventures Inc. Announces Leadership Changes at its AIR MILES? Reward Program ? ? Shawn Stewart Named President of AIR MILES Rick Neuman Joins as Chief Technology Officer (CTO) DALLAS, Texas, April 11, 2022 ? Loyalty Ventures Inc. (Nasdaq: LYLT), a leading provider of tech-enabled, data-driven consumer loyalty solutions today announced leadership changes at its AIR MILES Reward

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2022 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

Regulation FD Disclosure, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2022 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File N

Loyalty Ventures Inc. Comments on Operations in Russia

Exhibit 99.1 Loyalty Ventures Inc. Comments on Operations in Russia DALLAS, Texas, March 14, 2022 ? Loyalty Ventures Inc. (Nasdaq: LYLT), a leading provider of tech-enabled, data-driven consumer loyalty solutions today provided an update on its operations in Russia. The company has taken steps to pause business in Russia, but will honor its commitments to current programs with Russian grocery chai

Description of Registrant’s Common Stock

Exhibit 4.1 ? DESCRIPTION OF CAPITAL STOCK ? The following descriptions are summaries of the material terms of our capital stock based on the applicable provisions of Delaware law and our amended and restated certificate of incorporation and our amended and restated bylaws currently in effect. The summaries and descriptions below do not purport to be complete statements of the relevant provisions

Form of Employee Covenants Agreement (VP or Above).

EX-10.17 4 lylt-20211231xex10d17.htm EX-10.17 Exhibit 10.17 EMPLOYEE COVENANTS AGREEMENT (VP OR ABOVE) WHEREAS, in reliance upon employee’s commitment to comply with this Employee Covenants Agreement (“Agreement”), Loyalty Ventures Inc. (“LVI”) or any entity directly or indirectly controlling, controlled by, or under direct or indirect common control with LVI (each, an “Affiliate”) wishes to emplo

Subsidiaries of the Registrant.

EX-21.1 5 lylt-20211231xex21d1.htm EX-21.1 Exhibit 21.1 Subsidiaries of Loyalty Ventures Inc. A Delaware Corporation (as of December 31, 2021) Subsidiary Jurisdiction of Organization Other Business Names ADI Crown Helix Limited Jersey None Apollo Holdings B.V. Netherlands None Brand Loyalty Americas B.V. Netherlands None Brand Loyalty Asia B.V. Netherlands None Brand Loyalty Australia Pty. Ltd. Au

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Form of Performance-Based Restricted Stock Unit Award Agreement under the Loyalty Ventures Inc. 2021 Omnibus Incentive Plan.

EX-10.16 3 lylt-20211231xex10d16.htm EX-10.16 Exhibit 10.16 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC. 2021 OMNIBUS INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of [GRANT DATE] (the “Grant Date”) by and between Loyalty Ventures Inc. (the “Company”) and [PARTICIPANT NAME] (the “Participant”) who is an employee of t

LYLT.V / Loyalty Ventures Inc / REDWOOD CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

LYLT.V / Loyalty Ventures Inc / Alliance Data Systems Corp - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Loyalty Ventures Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 54911Q107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

LYLT.V / Loyalty Ventures Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Loyalty Ventures Inc. Title of Class of Securities: Common Stock CUSIP Number: 54911Q107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ R

As filed with the Securities and Exchange Commission on February 8, 2022

As filed with the Securities and Exchange Commission on February 8, 2022 Registration No.

Filing Fee Table

EX-FILING FEES 4 tm2249040d1ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Loyalty Ventures Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price

Loyalty Ventures Inc. Reports Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 Loyalty Ventures Inc. Reports Fourth Quarter and Full Year 2021 Results ? Fourth Quarter 2021 Operating Performance Reflected Resilience of Business Model ? Priority Investments Underway in Digital Innovations, Content Personalization and Program Value ? Full Year 2022 Guidance for Higher Revenue and Strategic Investments to Drive Sustainable Long-Term Growth Summary of Financial Resu

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 3, 2022 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File

Fourth Quarter and Full Year 2021 Results 1 February 2022 2021 Key Takeaways 3 Clarity & FocusSpin complete, now a standalone public company included in the S&P SmallCap 600 Investment Strategy in 2022 to Drive Long-Term Growth Improve consumer exper

Exhibit 99.2 Fourth Quarter and Full Year 2021 Results 1 February 2022 Forward-Looking Statements and Financial Measures 2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give our expectations or forecasts of future events and can generally be ide

LYLT.V / Loyalty Ventures Inc / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

loya21in1.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 54911Q107 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Loyalty Ventures Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 54911Q107 (CUSIP Number) December 31, 2021 (Date of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 13, 2021 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) Fil

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC. 2021 OMNIBUS INCENTIVE PLAN

Exhibit 10.1 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC. 2021 OMNIBUS INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), made as of [GRANT DATE] (the ?Grant Date?) by and between Loyalty Ventures Inc. (the ?Company?) and [PARTICIPANT NAME] (the ?Participant?) who is a non-employee director of the Company. WHEREAS, pursuant t

Regulation FD Disclosure, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 15, 2021 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) Fil

Loyalty Ventures Investor Presentation 1 December 2021 Forward-Looking Statements and Financial Measures 2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Se

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Loyalty Ventures Investor Presentation 1 December 2021 Forward-Looking Statements and Financial Measures 2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give our expectations or forecasts of future events a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 1, 2021 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File

TIME-BASED CASH AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC. 2021 OMNIBUS INCENTIVE PLAN

EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 Exhibit 10.1 TIME-BASED CASH AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC. 2021 OMNIBUS INCENTIVE PLAN THIS CASH AWARD AGREEMENT (the “Agreement”), made as of [GRANT DATE] (the “Grant Date”) by and between Loyalty Ventures Inc. (the “Company”) and [PARTICIPANT NAME] (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences th

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC. 2021 OMNIBUS INCENTIVE PLAN

EX-10.3 4 exhibit10-3.htm EXHIBIT 10.3 Exhibit 10.3 TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC. 2021 OMNIBUS INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of [GRANT DATE] (the “Grant Date”) by and between Loyalty Ventures Inc. (the “Company”) and [PARTICIPANT NAME] (the “Participant”) who is an employee of the Company or o

FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT AMENDMENT EFFECTIVE DATE: DECEMBER 6, 2021

EX-10.2 3 exhibit10-2.htm EXHIBIT 10.2 Exhibit 10.2 FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT AMENDMENT EFFECTIVE DATE: DECEMBER 6, 2021 FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT dated as of November 5, 2021 (as the same may be amended from time to time in accordance with its terms, the original agreement, the “EMA” and this first amendment, the “Amendment”), between Alliance Data Systems

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Loyalty Ventures Inc. 2021 Omnibus Incentive Plan (filed herewith).

Exhibit 99.1 lOYALTY VENTURES INC. 2021 Omnibus Incentive Plan 1. Purpose. The purpose of this 2021 Omnibus Incentive Plan (the ?Plan?) of Loyalty Ventures Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company and its stockholders by providing a means to attract, retain and reward executive officers, other key employees, directors, and consultants of and service

Loyalty Ventures Inc. Employee Stock Purchase Plan (filed herewith).

Exhibit 99.2 lOYALTY VENTURES INC. Employee Stock Purchase Plan The following constitute the provisions of the Loyalty Ventures Inc. Employee Stock Purchase Plan. On November 3, 2021, the Board and sole stockholder approved the adoption of the Loyalty Ventures Inc. 2021 Employee Stock Purchase Plan, to be effective on November 3, 2021 (the ?Effective Date?). Pursuant to the terms hereof, the Compa

As filed with the Securities and Exchange Commission on November 9, 2021

S-8 1 tm2132292d1s8.htm FORM S-8 As filed with the Securities and Exchange Commission on November 9, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Loyalty Ventures Inc. (Exact name of registrant as specified in its charter) Delaware 87-1353472 (State or other jurisdiction of incorp

Loyalty Ventures Inc. Completes Spinoff from Alliance Data

Exhibit 99.1 Loyalty Ventures Inc. Completes Spinoff from Alliance Data DALLAS, Texas, November 8, 2021 ? Loyalty Ventures Inc. (Nasdaq: LYLT), a leading provider of tech-enabled, data-driven consumer loyalty solutions through its Canadian AIR MILES? Reward Program and leading international loyalty business, BrandLoyalty, today announced that it has completed its previously announced separation fr

TRANSITION SERVICES AGREEMENT

EX-10.1 5 exhibit10-1.htm EXHIBIT 10.1 Exhibit 10.1 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 5, 2021 (the “Effective Date”), has been executed by and between Alliance Data Systems Corporation, a Delaware corporation (“ADS”), and Loyalty Ventures Inc., a Delaware corporation (“Loyalty Ventures”) (each, a “Party” and collectively, the

Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40776), filed with the commission on November 8, 2021)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF LOYALTY VENTURES INC. November 4, 2021 OFFICES Section 1.01. Registered Office. The registered office of Loyalty Ventures Inc. (the ?Corporation?) within the State of Delaware shall be located at either (i) the principal place of business of the Corporation in the State of Delaware or (ii) the office of the corporation or individual acting as the Corporat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 3, 2021 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File

EMPLOYEE MATTERS AGREEMENT by and between ALLIANCE DATA SYSTEMS CORPORATION LOYALTY VENTURES INC. Dated as of November 5, 2021 TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 ARTICLE 2 General Allocation of Liabilities; Indem

EX-10.3 7 exhibit10-3.htm EXHIBIT 10.3 Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT by and between ALLIANCE DATA SYSTEMS CORPORATION and LOYALTY VENTURES INC. Dated as of November 5, 2021 TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 ARTICLE 2 General Allocation of Liabilities; Indemnification Section 2.01. Allocation of Employee-Related Liabilities 7 Section 2.02. Indemnific

SEPARATION AND DISTRIBUTION AGREEMENT by and between ALLIANCE DATA SYSTEMS CORPORATION LOYALTY VENTURES INC. Dated as of November 3, 2021 SEPARATION AND DISTRIBUTION AGREEMENT

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between ALLIANCE DATA SYSTEMS CORPORATION and LOYALTY VENTURES INC. Dated as of November 3, 2021 SEPARATION AND DISTRIBUTION AGREEMENT SEPARATION AND DISTRIBUTION AGREEMENT dated as of November 3, 2021 (as the same may be amended from time to time in accordance with its terms and together with the schedules and exhibits hereto, this ?Agreeme

TAX MATTERS AGREEMENT Alliance Data Systems Corporation, on behalf of itself and the members of the ADS Group, Loyalty Ventures Inc., on behalf of itself and the members of the Loyalty Ventures Group Dated as of November 5, 2021 TABLE OF CONTENTS

Exhibit 10.2 TAX MATTERS AGREEMENT between Alliance Data Systems Corporation, on behalf of itself and the members of the ADS Group, and Loyalty Ventures Inc., on behalf of itself and the members of the Loyalty Ventures Group Dated as of November 5, 2021 TABLE OF CONTENTS Page Section 1. Definitions 3 Section 2. Sole Tax Sharing Agreement 9 Section 3. Allocation of Taxes 10 Section 4. Preparation a

Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40776), filed with the commission on November 8, 2021)

EX-3.1 3 exhibit3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOYALTY VENTURES INC. LOYALTY VENTURES INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Loyalty Ventures Inc. 2. The original Certificate of Incorporation of the Corporation was fil

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made as of November 5, 2021 by and among Loyalty Ventures Inc., a Delaware corporation (the ?Company?) and Alliance Data Systems Corporation, a Delaware corporation (?ADS?). RECITALS WHEREAS, the Holders collectively beneficially own an aggregate number of shares of Common Stock (as defined below) r

CREDIT AGREEMENT Dated as of November 3, 2021 LOYALTY VENTURES INC., BRAND LOYALTY GROUP B.V., BRAND LOYALTY HOLDING B.V., BRAND LOYALTY INTERNATIONAL B.V. and CERTAIN SUBSIDIARIES OF LOYALTY VENTURES INC. IDENTIFIED HEREIN, as the Borrowers, LOYALTY

Exhibit 10.1 DEAL CUSIP: 54912FAA8 REVOLVER CUSIP: 54912FAB6 TERM A CUSIP: 54912FAC4 TERM B CUSIP: 54912FAD2 CREDIT AGREEMENT Dated as of November 3, 2021 among LOYALTY VENTURES INC., BRAND LOYALTY GROUP B.V., BRAND LOYALTY HOLDING B.V., BRAND LOYALTY INTERNATIONAL B.V. and CERTAIN SUBSIDIARIES OF LOYALTY VENTURES INC. IDENTIFIED HEREIN, as the Borrowers, LOYALTY VENTURES INC. and CERTAIN SUBSIDIA

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 3, 2021 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File

AMENDED AND RESTATED LICENSE TO USE THE AIR MILES TRADE MARKS IN CANADA AIR MILES INTERNATIONAL HOLDINGS N.V. LOYALTY MANAGEMENT GROUP CANADA INC. July 24, 1998 TABLE OF CONTENTS

Exhibit 10.2 AMENDED AND RESTATED LICENSE TO USE THE AIR MILES TRADE MARKS IN CANADA BETWEEN AIR MILES INTERNATIONAL HOLDINGS N.V. AND LOYALTY MANAGEMENT GROUP CANADA INC. July 24, 1998 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 LICENSE 5 ARTICLE 3 SUB-LICENSE RIGHTS 7 ARTICLE 4 STANDARDS OF QUALITY 8 ARTICLE 5 USE OF THE MARKS 9 ARTICLE 6 USE OF LMGC MARKS 10 ARTICLE 7 ASSIGNMENT OF CANA

AMENDED AND RESTATED LICENSE TO USE AND EXPLOIT THE AIR MILES SCHEME IN CANADA AIR MILES INTERNATIONAL TRADING B.V. LOYALTY MANAGEMENT GROUP CANADA INC. July 24, 1998 TABLE OF CONTENTS

Exhibit 10.3 AMENDED AND RESTATED LICENSE TO USE AND EXPLOIT THE AIR MILES SCHEME IN CANADA BETWEEN AIR MILES INTERNATIONAL TRADING B.V. AND LOYALTY MANAGEMENT GROUP CANADA INC. July 24, 1998 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 LICENSE 5 ARTICLE 3 SUB-LICENSE RIGHTS 6 ARTICLE 4 ASSIGNMENT OF THE PROGRAMME 7 ARTICLE 5 ROYALTIES 8 ARTICLE 6 REGISTRATION AND RENEWALS 9 ARTICLE 7 REPRE

ALLIANCE DATA SYSTEMS CORPORATION SUMMARY FINANCIAL HIGHLIGHTS (In millions)

Exhibit 99.1 Extracts from Alliance Data Systems Corporation?s press release issued October 28, 2021 regarding its results of operations for its third quarter ended September 30, 2021. Quotes from Ralph Andretta, president and chief executive officer of Alliance Data: ?We saw positive momentum building in the LoyaltyOne segment as campaign activity picked up late in the quarter for BrandLoyalty, a

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 28, 2021 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40776 87-1353472 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File

VIA EDGAR

VIA EDGAR October 20, 2021 Re: Loyalty Ventures Inc. Registration Statement on Form 10 File No. 001-40776 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Donald Field Jennifer López Ladies and Gentlemen: Loyalty Ventures Inc., a Delaware corporation (the “Company”), hereby respectfully requests

As filed with the Securities and Exchange Commission on October 13, 2021

As filed with the Securities and Exchange Commission on October 13, 2021 File No. 001-40776 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (Stat

Preliminary Information Statement dated October 13, 2021

TABLE OF CONTENTS Exhibit 99.1? (Subject to Completion, Dated October 13, 2021) Alliance Data Systems Corporation 3095 Loyalty Circle Columbus, Ohio 43219 ??????????, 2021 Dear ADS Stockholder: On May 12, 2021, Alliance Data Systems Corporation (?ADS?) announced the next step in its strategic transformation and repositioning of ADS through the spinoff of its LoyaltyOne segment from ADS (the ?Separ

The Registration Statement on Form 10, filed by the Registrant with the Commission on September 24, 2021 (File No. 001-40776), as subsequently amended (the “Form 10 Registration Statement”);

? As filed with the Securities and Exchange Commission on September 24, 2021 File No.

Form of 2021 Omnibus Incentive Plan

EX-10.4 6 tm2122068d11ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 lOYALTY VENTURES INC. 2021 Omnibus Incentive Plan 1. Purpose. The purpose of this 2021 Omnibus Incentive Plan (the “Plan”) of Loyalty Ventures Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company and its stockholders by providing a means to attract, retain and reward executive officers, other key employe

Form of Employee Matters Agreement

Exhibit 10.3 FORM OF EMPLOYEE MATTERS AGREEMENT by and between ALLIANCE DATA SYSTEMS CORPORATION and LOYALTY VENTURES INC. Dated as of [—] TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 1 Article 2 General Allocation of Liabilities; Indemnification Section 2.01. Allocation of Employee-Related Liabilities 7 Section 2.02. Indemnification 9 Article 3 Employees and Contractors;

Form of Separation and Distribution Agreement between Alliance Data Systems Corporation and Loyalty Ventures Inc.

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between ALLIANCE DATA SYSTEMS CORPORATION and LOYALTY VENTURES INC. Dated as of [?], 2021 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 2 Section 1.02. Interpretation 14 Article 2 Prior to the Distribution Section 2.01. Information Statement; Listing 15 Section 2.02. Restructuring and Other Actions prior to the Distr

Form of Tax Matters Agreement

Exhibit 10.2 TAX MATTERS AGREEMENT between Alliance Data Systems Corporation, on behalf of itself and the members of the ADS Group, and Loyalty Ventures Inc., on behalf of itself and the members of the Loyalty Ventures Group Dated as of [?], 2021 TABLE OF CONTENTS Page Section 1. Definitions 3 Section 2. Sole Tax Sharing Agreement 9 Section 3. Allocation of Taxes 10 Section 4. Preparation and Fili

Amended and Restated Program Participation Agreement by and between LoyaltyOne, Co. and Bank of Montreal, dated as of November 1, 2017, as amended.

EX-10.8 9 tm2122068d11ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Execution Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****]. LOYALTYONE, CO. -and- BANK OF MONTREAL AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT Dated as of November 1, 2017

Form of 2021 Employee Stock Purchase Plan

Exhibit 10.6 lOYALTY VENTURES INC. Employee Stock Purchase Plan The following constitute the provisions of the Loyalty Ventures Inc. Employee Stock Purchase Plan. On October [?], 2021, the Board and sole stockholder approved the adoption of the Loyalty Ventures Inc. 2021 Employee Stock Purchase Plan, to be effective on November [?], 2021 (the ?Effective Date?). Pursuant to the terms hereof, the Co

Form of Transition Services Agreement

Exhibit 10.1 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [·] (the “Effective Date”), has been executed by and between Alliance Data Systems Corporation, a Delaware corporation (“ADS”), and Loyalty Ventures Inc., a Delaware corporation (“Loyalty Ventures”) (each, a “Party” and collectively, the “Parties”). RECITALS WHEREAS, pursuant to that certa

Form of Registration Rights Agreement

Exhibit 10.7 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made as of [?], 2021 by and among Loyalty Ventures Inc., a Delaware corporation (the ?Company?) and Alliance Data Systems Corporation, a Delaware corporation (?ADS?). RECITALS WHEREAS, the Holders collectively beneficially own an aggregate number of shares of Common Stock (as defined below)

Form of Amended and Restated Bylaws of Loyalty Ventures Inc.

EX-3.2 3 tm2122068d8ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF LOYALTY VENTURES INC. * * * * * Article 1 Offices Section 1.01. Registered Office. The registered office of Loyalty Ventures Inc. (the “Corporation”) within the State of Delaware shall be located at either (i) the principal place of business of the Corporation in the State of Delaware or (ii) the office of the cor

Preliminary Information Statement dated September 21, 2021

Form of Amended and Restated Certificate of Incorporation of Loyalty Ventures Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOYALTY VENTURES INC. LOYALTY VENTURES INC., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Loyalty Ventures Inc. 2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of th

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CORRESP 1 filename1.htm John B. Meade +1 212 450 4077 [email protected] davispolk.com Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Confidential September 21, 2021 Re: Loyalty Ventures Inc. Registration Statement on Form 10-12B Filed September 1, 2021 CIK No. 0001870997 CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade &

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Loyalty Ventures Inc. A Delaware Corporation (as of [Distribution Date], 2021) Subsidiary Jurisdiction of Organization Other Business Names ADI Crown Helix Limited Jersey None Apollo Holdings B.V. Netherlands None Brand Loyalty Americas BV Netherlands None Brand Loyalty Asia BV Netherlands None Brand Loyalty Pty. Ltd. Australia None Brand Loyalty Brasil Marketing de Pr

As filed with the Securities and Exchange Commission on September 21, 2021

? As filed with the Securities and Exchange Commission on September 21, 2021 File No.

Form of Notice of Internet Availability of Information Statement Materials

Exhibit 99.2 Important Notice Regarding the Availability of Materials Alliance Data Systems Corporation You are receiving this communication because you hold securities in Alliance Data Systems Corporation (?ADS?). ADS has released informational materials regarding the spin-off of Loyalty Ventures Inc. (?Loyalty Ventures?) and its consolidated subsidiaries from ADS that are now available for your

As filed with the Securities and Exchange Commission on September 1, 2021

10-12B 1 tm2122068-41012b.htm 10-12B As filed with the Securities and Exchange Commission on September 1, 2021 File No. 001-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Loyalty Ventures Inc. (Exact Name of Registrant as Specified in Its Char

Form of Indemnification Agreement for Officers and Directors

Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date], 20[] between Loyalty Ventures Inc., a Delaware corporation (the “Company”), and [name], a director, officer, partner, trustee, member, employee, agent or fiduciary of the Company or a direct or indirect subsidiary thereof (“Indemnitee”). WITNESSETH THAT: WHEREAS, the Compa

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John B. Meade Davis Polk & Wardwell llp Confidential +1 212 450 4077 450 Lexington Avenue [email protected] New York, NY 10017 davispolk.com September 1, 2021 Re: Loyalty Ventures Inc. Draft Registration Statement on Form 10-12B Submitted July 14, 2021 CIK No. 0001870997 CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Str

Preliminary Information Statement dated September 1, 2021

TABLE OF CONTENTS Exhibit 99.1? (Subject to Completion, Dated September 1, 2021) Alliance Data Systems Corporation 3075 Loyalty Circle Columbus, Ohio 43219 ??????????, 2021 Dear ADS Stockholder: On May 12, 2021, Alliance Data Systems Corporation (?ADS?) announced the next step in its strategic transformation and repositioning of ADS through the spinoff of its LoyaltyOne segment from ADS (the ?Sepa

Form of Amended and Restated Articles of Incorporation of Loyalty Ventures Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOYALTY VENTURES INC. LOYALTY VENTURES INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Loyalty Ventures Inc. 2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of th

Form of Amended and Restated Bylaws of Loyalty Ventures Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF LOYALTY VENTURES INC. * * * * * Article 1 Offices Section 1.01. Registered Office. The registered office of Loyalty Ventures Inc. (the ?Corporation?) within the State of Delaware shall be located at either (i) the principal place of business of the Corporation in the State of Delaware or (ii) the office of the corporation or individual acting as the Corpo

Confidential Treatment Requested by Loyalty Ventures Inc. Pursuant to 17 C.F.R. Section 200.83

TABLE OF CONTENTS Confidential Treatment Requested by Loyalty Ventures Inc. Pursuant to 17 C.F.R. Section 200.83 Exhibit 99.1? (Subject to Completion, Dated July 14, 2021) Alliance Data Systems Corporation 3075 Loyalty Circle Columbus, Ohio 43219 ??????????, 2021 Dear ADS Stockholder: On May 12, 2021, Alliance Data Systems Corporation (?ADS?) announced the next step in its strategic transformation

Confidential Treatment Requested by Loyalty Ventures Inc. Pursuant to 17 C.F.R. Section 200.83 As Confidentially Submitted to the Securities and Exchange Commission on July 14, 2021

Confidential Treatment Requested by Loyalty Ventures Inc. Pursuant to 17 C.F.R. Section 200.83 As Confidentially Submitted to the Securities and Exchange Commission on July 14, 2021 File No. 001-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 L