---
schema_version: "secwatch.filing_event.v1"
accession: "0001101215-23-000214"
form_type: "8-K"
ticker: "BFH"
cik: "0001101215"
company_name: "BREAD FINANCIAL HOLDINGS, INC."
filed_at: "2023-12-13T23:59:59+00:00"
generated_at: "2026-06-07T13:19:23.651106+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Bread Financial upsizes senior notes offering to $600M at 9.750% due 2029

## Summary
- Priced $600M senior notes (upsized from $500M) at 9.750% due March 15, 2029.
- Net proceeds expected ~$592.5M after discounts; closing on Dec 22, 2023.
- Proceeds to redeem $4.750% Senior Notes due 2024 and repay term loans.
- Offered privately under Rule 144A/Reg S; notes not registered under Securities Act.

## SEC filing metadata
- accession: 0001101215-23-000214
- form_type: 8-K
- ticker: BFH
- cik: 0001101215
- company_name: BREAD FINANCIAL HOLDINGS, INC.
- filed_at: 2023-12-13T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1101215/000110121523000214/0001101215-23-000214-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1101215/000110121523000214/bfh-20231212.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001101215-23-000214
- JSON: https://secwatch.observer/filing/0001101215-23-000214.json
- Plain text: https://secwatch.observer/filing/0001101215-23-000214.txt

## Key facts
- Material Agreements
  BREAD FINANCIAL HOLDINGS, INC. entered into Purchase Agreement with J.P. Morgan Securities LLC, as representative of the several initial purchasers valued at $600,000,000 senior notes at 100% of principal amount for net proceeds of approximately $592,500,000 (effective 2023-12-12).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: J.P. Morgan Securities LLC, as representative of the several initial purchasers
  - Value: $600,000,000 senior notes at 100% of principal amount for net proceeds of approximately $592,500,000
  - Effective: 2023-12-12
  source text: On December 12, 2023, Bread Financial Holdings, Inc. (the “Company”) and certain subsidiary guarantors named therein (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which the Company agreed to sell $600 million aggregate principal amount of senior notes (the “Notes”), in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1101215/000110121523000214/0001101215-23-000214-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.