Alliance Data Systems (ADS) - Get Report on Monday reached an agreement to add a partner from Jeff Ubben's activist fund ValueAct Capital to its board, in a move that could signal breakup or sale down the road for the maker of Victoria's Secret and Pottery Barn branded credit cards.
According to a securities filing, ValueAct noted that Alliance Data Systems had agreed to add Kelly Barlow, a partner at the activist fund, to the company's nine-person board. The agreement comes after ValueAct reported in July that it had accumulated a 6.8% stake in the $14 billion market capitalization company. The fund has since hiked its stake to 10.5%.
The Plano, Texas-based company is known for producing branded credit cards for J. Crew, Caesars Entertainment and Limited Brands' Victoria's Secret, (LTD) and other specialty stores.
Ubben is often successful at installing directors on corporate boards without a public fight, as he did at Microsoft (MSFT) - Get Report , even though the fund only had a 0.8% stake in the software giant. The Deal reported in July that a director position for ValueAct at ADS was a real possibility, based on the activist fund's success at getting nominees installed at major U.S. companies without a fight.
In its July securities filing, ValueAct said that its managers at the time wanted to talk to the card issuer's board and management team about a variety of typical activist-related subjects, including capitalization, overall business plans, and mergers & acquisitions strategy.
And based on ValueAct's track record, such discussions could include talks about a break up to extract shareholder value or a sale. An Alliance Data Systems spokesman did not return calls for comment. ValueAct did not respond to a request for comment.
In July, analysts suggested that ValueAct may be looking to see if Alliance Data Systems could break up its three distinct business units in a move to extract shareholder value. The company has a marketing and data business, Epsilon, a loyalty merchant coalition program, known as LoyaltyOne, in Canada and Europe, and the private-label card issuing business for brands, which represents a majority of its total revenues.
The most comparable peer to the Alliance Data private label card issuing unit is Synchrony Financial (SYF) - Get Report , a Stamford, Conn.-based consumer financial services company that was spun off in 2015 from General Electric (GE) - Get Report .
Potential buyers of the private label business-or the whole Alliance Data operation-include Discover Financial Services (DFS) - Get Report , Wells Fargo (WFC) - Get Report and possibly American Express (AXP) - Get Report . Of those three, AmEx would be the most likely to want to buy all of ADS. Wells Fargo may have trouble being approved because of its too-big-to-fail status. However, the mega-bank is permitted to buy financial assets, like the ADS card business, as long as it doesn't make acquisitions of depository institutions.
The three big financial institutions would face a common drawback that could discourage them from such an acquisition if ADS ever put itself or its units on the auction block: They are all designated by regulators in Washington as "Systemically Important Financial Institutions" and would likely need to hold more capital for the private-label business than ADS currently has to for the unit because it isn't subject to the higher regulatory requirements. However, the Federal Reserve, which reviews bank deals, recently moved to ease financial institution deal reports, suggesting that a transaction could be approved.
As an alternative, some technology companies without bank-like capital constraints could be interested because the private label business would give them access to first-party data. Alphabet (GOOGL) - Get Report , the parent of Google, Facebook Inc. (FB) or PayPal Holdings (PYPL) - Get Report might make a play.
In January 2008, private equity shop Blackstone Group backed out of a $7.8 billion acquisition of ADS.
Editor's Pick: This article was originally published on March 20 at 12:55 pm ET