---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-029627"
form_type: "8-K"
ticker: "BFH"
cik: "0001101215"
company_name: "BREAD FINANCIAL HOLDINGS, INC."
filed_at: "2023-06-13T23:59:59+00:00"
generated_at: "2026-06-14T01:49:29.338379+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Bread Financial issues $316.25M of 4.25% convertible senior notes due 2028

## Summary
- Issued $316.25M aggregate principal of 4.25% Convertible Senior Notes due 2028; net proceeds ~$305.5M.
- Proceeds used to repay outstanding borrowings under existing credit agreement; new credit agreement became available.
- Initial conversion price ~$38.43 per share; capped call transactions limit dilution, cap price $61.48.
- Capped call transactions cost $39.2M; entered with initial purchasers and affiliates.
- Notes are senior unsecured, guaranteed by certain domestic subsidiaries, mature June 15, 2028.

## SEC filing metadata
- accession: 0001140361-23-029627
- form_type: 8-K
- ticker: BFH
- cik: 0001101215
- company_name: BREAD FINANCIAL HOLDINGS, INC.
- filed_at: 2023-06-13T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1101215/000114036123029627/0001140361-23-029627-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1101215/000114036123029627/brhc20054250_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-029627
- JSON: https://secwatch.observer/filing/0001140361-23-029627.json
- Plain text: https://secwatch.observer/filing/0001140361-23-029627.txt

## Key facts
- Material Agreements
  BREAD FINANCIAL HOLDINGS, INC. entered into Indenture with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) valued at $316.25 million aggregate principal amount of 4.25% Convertible Senior Notes due 2028 (effective 2023-06-13).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)
  - Value: $316.25 million aggregate principal amount of 4.25% Convertible Senior Notes due 2028
  - Effective: 2023-06-13
  source text: On June 13, 2023, Bread Financial Holdings, Inc. (the “Company”) closed its previously announced offering of $316.25 million aggregate principal amount of 4.25% Convertible Senior Notes due 2028 (the “Notes”). The Notes were issued pursuant to an indenture (the “Indenture”) dated as of June 13, 2023 among the Company, certain of the Company’s domestic subsidiaries as guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1101215/000114036123029627/0001140361-23-029627-index.htm
- Material Agreements
  BREAD FINANCIAL HOLDINGS, INC. entered into Purchase Agreement with certain initial purchasers (the “Initial Purchasers”) valued at $275 million aggregate principal amount (effective 2023-06-08).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: certain initial purchasers (the “Initial Purchasers”)
  - Value: $275 million aggregate principal amount
  - Effective: 2023-06-08
  source text: On June 8, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with certain initial purchasers (the “Initial Purchasers”) agreeing, subject to customary conditions, to issue and sell $275 million aggregate principal amount of Notes to the Initial Purchasers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1101215/000114036123029627/0001140361-23-029627-index.htm

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