Current Report Filing (8-k)

0001870997false00018709972022-06-072022-06-07

​

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 Incorporation)		File Number)		Identification No.)

​

8235 DOUGLAS AVENUE, SUITE 1200

DALLAS, TX 75225

(Address and Zip Code of Principal Executive Offices)

​

[phone]

(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:

​

​	​	​
☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

​

Securities registered pursuant to Section 12(b) of the Act:

​

​	​	​	​	​
Title of each class		Trading symbol		Name of each exchange on which registered
Common stock, par value $0.01 per share		LYLT		The Nasdaq Stock Market LLC

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

​

Emerging growth company   ☒

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☒

​

Item 8.01 Other Information.

​

On June 8, 2022, Loyalty Ventures Inc. issued a press release disclosing that its AIR MILES® Reward Program segment and AIR MILES’ Sponsor, Sobeys were unable to align on extension terms; consequently, on June 7, 2022, Sobeys provided notice of its intent to exit the program on a region-by-region basis, beginning with Atlantic Canada, between August 2022 and the first quarter of 2023. A copy of this press release is furnished as Exhibit 99.1.

​

Item 9.01 Financial Statements and Exhibits.

​

(d) Exhibits

​

​	​	​
Exhibit No.	​	Document Description
​	​	​
99.1	​	Press Release dated June 8, 2022.
​	​	​
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).
​	​	​

Note: The information contained in Exhibit 99.1 to this Current Report on Form 8-K 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.

​

​

​

SIGNATURES

​

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

​

​	​	​	​ ​ ​ ​
​	Loyalty Ventures Inc.
​	​	​	​ ​ ​ ​
Date: June 8, 2022	By:	​	/s/ Cynthia L. Hageman
​	​	​	Cynthia L. Hageman
​	​	​	Executive Vice President, General Counsel and Secretary

​

​

​

​

​

​

​

​

​

​

​