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):
December 22, 2006
ALLIANCE DATA SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
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| DELAWARE
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001-15749
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31-1429215 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
17655 WATERVIEW PARKWAY
DALLAS, TEXAS 75252
(Address and Zip Code of principal executive offices)
(972) 348-5100
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2006, Alliance Data Systems Corporation, a Delaware corporation (“Alliance
Data” or “Buyer”), together with Alliance Data FHC, Inc., a Delaware corporation that is an
indirect, wholly-owned subsidiary of Alliance Data and parent company to the international Epsilon
business unit (“FHC”), entered into a Purchase Agreement (the “Purchase Agreement”) with
DoubleClick Inc., a Delaware corporation (“DoubleClick” or “Seller”), to purchase (a) specified
assets of Seller’s Data division (which consists of its Abacus and Data Management businesses)
(collectively, the “Purchased Assets”) and (b) all of the outstanding shares of capital stock and
limited liability company membership interests of (i) Abacus Direct Europe BV, a private company
with limited liability incorporated under the laws of the Netherlands, that directly holds all of
the equity in each of Abacus Direct (UK) Limited (UK), a limited liability company organized under
the laws of England, and Abacus Direct Ireland Limited (Ireland), a limited company organized under
the laws of Ireland, and (ii) Abacus Direct LLC, a Delaware limited liability
company (collectively, the “Transferred Entities”). In February 2006, Alliance Data, FHC and DoubleClick
were also parties to a Purchase Agreement pursuant to which Alliance Data acquired from DoubleClick
its Email Solutions operating unit.
Under the current Purchase Agreement,
Buyer will pay $435,000,000, plus certain additional amounts, in cash
and also assume specified liabilities related to the Purchased Assets and the
Transferred Entities, each as more particularly described in the Purchase Agreement. Buyer expects to fund the acquisition primarily from its existing credit
facility. In connection with the acquisition, an affiliate of Alliance Data will enter into a
lease agreement with Seller covering a portion of Seller’s data center facility located in
Thornton, Colorado.
Buyer and Seller have made customary representations, warranties and covenants in the Purchase
Agreement, including, among other things, (a) in the case of Seller, to operate the business in the
ordinary course and use commercially reasonable efforts to preserve and maintain the Purchased
Assets and its business and relationships with customers and suppliers of the Transferred Entities,
each consistent with past practice, between the execution of the Purchase Agreement and the
consummation of the transaction; (b) in the case of Buyer, to continue the employment of, and
provide employee benefit plans, programs or arrangements for, those persons associated
with the Transferred Entities and the business as more particularly described in the Purchase Agreement for a period of at least
12 months following the closing of the transaction; (c) in the case of Seller, to comply with
specified restraints on competition in specified lines of business; and (d) in the case of Buyer and
Seller, to comply with specified restraints on the hiring or solicitation for employment of the
other’s employees, in the case of items (c) and (d), for a period of eighteen months following
closing of the transaction.
Consummation of the transaction is subject to customary closing conditions, including, among
other things, (a) expiration or termination of the waiting period under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976; (b) the accuracy of the representations and
warranties of each party as of the closing or other applicable date; (c) the performance in all
material respects by the other party of its obligations under the Purchase Agreement; and (d) in
the case of Buyer, the absence of any change or event reasonably expected to result in a material
adverse effect on the acquired businesses.
The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in its entirety by, reference to the
full text of the Purchase Agreement, which is filed as Exhibit 2.1 and incorporated herein by
reference.
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Item 7.01. Regulation FD Disclosure.
On December 28, 2006, Alliance Data Systems Corporation issued a press release announcing the
agreement by its Epsilon unit to acquire Abacus, a division of DoubleClick Inc. and leading provider of data and direct marketing
solutions serving primarily the retail catalog industry. A copy of this press release is furnished
as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| EXHIBIT |
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DESCRIPTION |
2.1
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Purchase Agreement, dated as of December 22, 2006, by and among
DoubleClick Inc., Alliance Data Systems Corporation and Alliance
Data FHC, Inc. |
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99.1
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Press Release dated December 28, 2006 announcing the agreement by
Alliance Data’s Epsilon unit to acquire Abacus, a division of DoubleClick Inc. |
Note: The information contained in Item 7.01 of this report (including Exhibit 99.1) shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth
by specific reference in such a filing.
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