Season 5. Episode 1. Loyalty Ventures (LVI) U.S. bankruptcy court hearing audio. March 10, 2023.

ARTICLE II. THE DEBTORS’ CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW

A. The Debtors’ Corporate History

On November 5, 2021, Bread [Financial Holdings, Inc.], a Delaware corporation then known as Alliance Data Systems Corporation (“ADS”), completed a corporate spinoff (the “Spinoff Transaction”) of its loyalty programs business line, which included (i) the AIR MILES Reward Program, Canada’s most recognized coalition loyalty program, and (ii) its Netherlands-based BrandLoyalty business (“BrandLoyalty”). As a result of the Spinoff Transaction, LVI, a newly formed independent, publicly-traded company, became the ultimate parent of the entities that own and operate the AIR MILES and BrandLoyalty businesses.

Pursuant to the Spinoff Transaction, 81% of the outstanding shares of LVI were distributed pro rata to the holders of ADS common stock based on the outstanding shares of ADS common stock at the close of business on the record date of October 27, 2021 and ADS retained 19% of the outstanding shares of LVI.* In addition, and as described in more detail below, as part of the Spinoff Transaction, ADS caused LVI and subsidiaries comprising the spun business to make cash distributions totaling $750 million to ADS on November 3, 2021. 4 On November 8, 2021, “regular-way” trading of LVI common stock began on the Nasdaq Global Select Market under the symbol “LYLT”.

B. The Company’s Business Operations

LVI’s non-Debtor indirect subsidiaries own and operate two business segments: AIR MILES and BrandLoyalty. Through the AIR MILES and BrandLoyalty businesses, the Company provides tech-enabled, datadriven customer loyalty solutions by way of reward programs with partnering businesses, including financial institutions, retailers, grocers and other consumer-facing enterprises. These solutions are focused on helping partnering businesses achieve their strategic and financial objectives, including increased consumer basket size, shopper traffic and frequency, digital reach and enhanced program reporting and analytics. The Company also helps its partners create and increase consumer loyalty across multiple touch points, from traditional to digital to mobile and emerging technologies. The Company looks to create value for its stakeholders through the continued development of loyalty platforms for the tech-forward business and consumer era.

The Company is headquartered in Dallas, Texas. As of December 2022, the Company employed approximately 1204 individuals in 18 countries around the world and provided services to over 300 participating businesses (with over 10 million Canadians actively participating in the AIR MILES Reward Program) in 41 countries worldwide through the AIR MILES and BrandLoyalty businesses. As of the December 2022, the Company leased approximately 29 properties worldwide, which are used to carry out the Company’s operational, sales and administrative functions and include general office properties, warehouses, data centers, customer care centers, automobiles and equipment. The Company’s principal leased facilities are located in Canada and the Netherlands.

* ADS stockholders of record that did not sell their rights to receive LVI stock before the close of business on November 5, 2021 received one share of LVI common stock for every two and one-half (2.5) shares of ADS common stock.

(Excerpt from LOYALTY VENTURES INC., et al., Chapter 11 Case 23-90111 Document 127 Filed in TXSB [the United States Bankruptcy Court for the Southern District of Texas] on 03/21/23 COMBINED DISCLOSURE STATEMENT AND JOINT CHAPTER 11 PLAN OF LOYALTY VENTURES INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE)