Filed by Alliance Data Systems Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Conversant, Inc.
Commission File No.: 001-31357



The following is a slide presentation to be given by Ed Heffernan, president and chief executive officer of Alliance Data Systems Corporation, and Bryan Kennedy, chief executive officer of Epsilon, at the Telsey Advisory Group 5th Annual Fall Consumer Conference at the Intercontinental New York Times Square Hotel in New York on Tuesday, September 30, 2014 at 3:55 p.m. EST.


 
 

 
 
 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Alliance DataNYSE: ADS  September 29, 2014 Overview 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Important Information for Investors and StockholdersThis communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. This communication may be deemed to be solicitation material in respect of the proposed merger between Conversant, Inc. and a subsidiary of Alliance Data Systems Corporation. In connection with the proposed merger, Alliance Data intends to file with the United States Securities and Exchange Commission (SEC) a registration statement on Form S-4 containing a proxy statement/prospectus. After the registration statement has been declared effective by the SEC, the definitive proxy statement/prospectus will be delivered to stockholders of Conversant. SECURITY HOLDERS OF CONVERSANT ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE MERGER THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders will be able to obtain copies of the registration statement and proxy statement/prospectus (when available) and other documents filed by Alliance Data and Conversant, without charge, through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Alliance Data will be made available free of charge on Alliance Data’s website at www.alliancedata.com. Copies of documents filed with the SEC by Conversant will be made available free of charge on Conversant’s website at www.conversantmedia.com. Safe Harbor Statement/Forward Looking StatementsCertain information set forth in this communication, including financial estimates, projections about the industries and markets in which Alliance Data and Conversant operate, and statements as to the expected timing, completion and effects of the proposed merger between Alliance Data and Conversant, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “predict,” “project,” “would” and similar expressions as they relate to each company or their respective management teams. These estimates and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected in or suggested by such statements. Such estimates and statements include, but are not limited to, statements about the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations (financial or otherwise) and intentions, the estimated timetable for completing the transaction and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of Alliance Data and/or Conversant and are subject to significant risks and uncertainties outside of our control.  
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Risks and uncertainties related to the proposed merger include, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the risk that Conversant stockholders may not adopt the merger agreement; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; uncertainties as to the timing of the merger; competitive responses to the proposed merger; response by activist shareholders to the merger; risks that any of the closing conditions to the proposed merger may not be satisfied in a timely manner; unexpected costs, charges or expenses resulting from the merger; litigation relating to the merger; the outcome of pending litigation; risks related to the disruption of management time from ongoing business operations due to the proposed merger; failure to realize the benefits expected from the proposed merger; changes in general economic and/or industry-specific conditions; and the effect of the announcement of the proposed merger on the ability of Alliance Data and Conversant to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally. For further information regarding factors affecting future results of Alliance Data and Conversant, please refer to their respective Annual Reports filed on Form 10-K for the year ended December 31, 2013, Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2014, and other documents filed by Alliance Data and Conversant with the SEC, which are available at the SEC’s website http://www.sec.gov. Neither Alliance Data nor Conversant is under any obligation, and each expressly disclaim any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except as required by law. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.Participants in the SolicitationAlliance Data Systems Corporation and Conversant, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Conversant common stock in respect of the proposed transaction. Information about Alliance Data’s directors and executive officers is set forth in the proxy statement for Alliance Data’s 2014 Annual Meeting of Stockholders, which was filed with the SEC on April 21, 2014. Information about Conversant’s directors and executive officers is set forth in the proxy statement for Conversant’s 2014 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2014. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, through securities holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed merger when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Alliance Data or Conversant using the sources indicated above.  
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Data-driven, targeted marketingEnd-to-end solutions14,000 talented and dedicated people deliveringhigh-touch services3x GDP organic growth; double-digit EPS growth;M&A/buybacks additive; 50+ quarters of consistency  Private Label  Alliance Data  Multiple Platforms — Same Focus 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Real World Example: Personalization is Key  Client provides 1st party transactional data – the “gold standard”Mary purchased size 8, blue dress for $80 from Retailer X on October 15ADS’ 3rd party data supplements with psychographic/demographic information about Mary School teacher, pet owner, birthday in November, subscribes to art magazines  What do we know about Mary?Strong affinity for print dresses, frequently purchases accessories and shoesShops 3-4x in the fall seasonShops most often in stores; migrating towards mobile device  Reach out to MaryShe has earned a reward that is good for 30 daysReceives acknowledgement her birthday is coming upProvides merchandise suggestions to complement her blue dress  Mary responds more to email and text on her mobile phoneEmail "thank you” sent with recommendations that complement purchaseReward is sent via email with a reminder to complete her wardrobe for fall“Happy Birthday” text sentTargeted display announces new fall arrivals  Mary's best response was to email and she spent 2.5x more with her rewardShe purchases the products recommendedReturns to Retailer X on November 7 to purchase boots and bracelet, based on tactics that drove highest results  Data  Insights  Marketing Campaigns  ROI  Distribution 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  $2.3 billion; 10x EBITDA$670 million Revenue, $230 million Adjusted EBITDA expected in 2015One of very few, highly profitable ad-tech firms3x GDP organic topline growth – same as Alliance DataHighly accretive $0.50 year 1; $0.75 year 2 expectedExcludes synergiesProvides bulk to key distribution channelsEpsilon strengthsPoint-of-saleDirect mailSmaller, but growing quickly  Permission-based email  Acquisition of Conversant  Conversant’s Strengths 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  The GoodFinancially attractive deal Relatively low riskBulking up in high-growth channels makes senseHelps fill out end-to-end solutionOffers new digital opportunities across all Alliance Data businessesAlliance Data’s 1st party data + Conversant’s digital offerings =growth acceleratorOutstanding Questions about ConversantUneven quarterly performanceConcern over commoditizationWait-and-see approach toward transformation into “ADS-like”data-driven offeringsLower growth compared to general ad-tech segment  Investor / Analyst Feedback 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  ❶❷❸❹  ❶  Uneven quarterly performanceConversant recently divested most volatile businessConversant will be about 10-15% of Alliance DataHistorically uneven quarterly performance absorbed infinancial results of much larger organizationAlliance Data: track record of consistency and no surprises  Breaking it Down 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  The business is being commoditized by the Big GuysAffiliate: 30% Revenues, 45% Adjusted EBITDAGoogle exited in 2013 – too small, too high-touchNot an ad-tech SaaS model with huge growth, massive scalingTherefore, “unexciting” in the ad-tech worldOur view: A niche market with 7-8% organic growthTracks general e-commerce growth (when excluding Amazon)High-touch, modest ad-tech growth profile doesn’t fit comps but fits our modelThe #1 domestic playerImportant ancillary channel for their blue-chip client rosterIntroduction of our data assets will drive even more precise placements  ❶❷❸❹  Breaking it Down  ❷ 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  The business is being commoditized by the Big GuysMedia: 70% Revenues, 55% Adjusted EBITDA~1/3 is traditional legacy displayWhile Conversant has been transforming its legacy business, concerns are justified and factored into our expectations~2/3 is CRM / Mobile / Video / Personalized Targeted DisplayOur view: CRM / Mobile / Video / Personalized Targeted Display is what’s misunderstoodRelies on 1st party transactional data from clientsThe gold standardDrives more precise targeted ads vs. other modelsConversant is neutral & non-threatening vs. Big Guys Viewed as a trusted partner to leading brandsGives clients comfort  ❶❷❸❹  Breaking it Down  ❷ 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  ❸  Transition to 1st party data-driven display makes sense, but it’s “wait and see” for nowOur view:Legitimate concern until transformation is completeIt’s underway, but work remainsExpect 2-3 quarters of work to continueWe believe the risk is manageable and has been reflected inpricingAlliance Data’s entire model is 1st party, transactional datareliant  ❶❷❸❹  Breaking it Down 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Ad-tech grows 20%+ vs. Conversant at 7-8%True statementAffiliate is market leaderHighly profitable but likely 7-8% growthMedia is intensive, data-driven, high personal-touch, thus highly defensible nicheAttractive profits~10-12% expected growth after transformation  ❶❷❸❹  Breaking it Down  ❹ 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Our View  Work still needs to be doneComplete transformation from legacy to a 1st party data driven targeted display companyUnified approach within Conversant selling all digital productsIntegration into Epsilon’s overall product offeringWe believe robust financial profile provides low-risk opportunity to gain scale quicklyDisplay, video, social, mobile 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Affiliate Segment  Bob creates display inventory available to Advertisers  Conversant’s Roles and StrengthsScale and Reach: 60k publishers, 3k advertisersData-rich environment proven to increase yieldHigh-touch ServicesTrusted 3rd party to manage data and facilitate paymentsRecruits publishers including many non-mainstream and very specialized blogs/websitesAssists advertisers in defining desired consumer attribution and matching to audiencesStraddles delicate line between publishers desire for control and automated efficiency#1 domestic player in space = data + reach + high-touch + trusted 3rd party status = high entry barriers  Bob’s Running Blog: Specializes in early morning jogging routes through Central Park  $300 performance shoe for serious trail runners, this weekend only -OR-$500 Fall running gear  Avid Manhattan runner clicks and buys shoes  Consumer  Bob’s content attracts serious runnersConversant’s database helps match Advertisers to Bob’s audienceConversant facilitates placement of limited time offer on Bob’s site  Publisher  (websites, mobile apps)  Advertiser  Targeted exclusive offers 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Media Segment   Mary bought a blue dress in store for $80 on Oct. 15  Persistent, Anonymous, Unique ID tied to Conversant’s rich data:1st party online + offline transaction dataSpecific device (PC, tablet, mobile)Attributes gleaned from 3rd party data, Conversant’s massive internet reach and advanced machine learning  CommonID, Cross-Device  They strip off name and sensitive data  Conversant knows better than anyone else1. Value of each customerMost robust set of attributes (1st party + other)2. Identity of each visitor (customer vs. prospect)3. When and how to reach youUnique ID = accurate cross-device recognition  Conversant “tags” retailer’s website and each visitor identified with unique IDConversant links online behavior to offline transactions  Majority of Media: CRM, Video, Mobile and excludes legacy display.   Retailer  Provides 1st party transactional data to Conversant  Mary shops online or downloads app. Conversant links offline + online to Mary’s unique ID  Deliver Ads programmatically across:Ad Exchanges + Proprietary Ad NetworkIn Video, Mobile and Display Channels  Marketplace  ID M36Z2  ID M36Z2 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Synergies   Significant, but not needed to achieve high accretion. Expect:Expenses: $20 millionRevenues: $200 million at 20% margin = $40 million$2.00 accretive in Core EPS is expected = Accretion $0.50, $0.75, $1.00 (Year 3) + Synergies $1.00 (Year 3) = $2.00 Year 3Epsilon / Conversant will be the digital distribution channel for all of Alliance Data’s business unitsPrivate Label is already fielding inbound interest  250 Existing Large Clients  120 Sponsors  Dozens of International Clients  135 Existing Large Clients  Direct MailPoint of SaleEmailTargeted DisplayRetargeted DisplayVideoSocialMobile 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  Summary  A New Page in Alliance Data’s Playbook  A New Page in Alliance Data’s Playbook  2001  $12 IPO: ADS introduced using card data to drive highly targeted marketing  2008 – 2009  Great Recession: Leveraged up and bought back one-third of company at $50/share  2011 – 2012  Pivot of tech shop Epsilon to include digital marketing agencies  2011 – Present  An intense focus and success in growing card file 20% per year  2014  European expansion (BrandLoyalty) during grave concerns about Eurozone  2014  Building huge scale in key digital distribution channels via acquisition  2014 solid; 2015 guidance provided on Q3 callConversant has found its homeAccretion $0.50, $0.75, $1.00 (Year 3) + Synergies $1.00 (Year 3) = $2.00 Year 3 in Core EPS is expected 
 

 ©2014 ADS Alliance Data Systems, Inc.   NYSE: ADS | September 29, 2014  *  On A Final Note…Apple Pay Question  Alliance Data: Ensuring Our Data-Driven Model with Mobile 36 million active cardholders  Amanda has an Android phone or iPhone  1. She downloads the retailer’s app2. Virtual card appears on her phone  Mobile Customer: In-store Experience  1. She scans QR code to apply while shopping2. She enters: Name, birthdate, SSN, Address, and Phone3. The data is sent to ADS and Amanda is approved in 30 seconds  Loyalty program initiated / updated  Opts in for location-based offers (60% opt-in rate)  Amanda’s virtual card is scanned at POS or she taps phone at POS (NFC, Android)Purchases with virtual card are 40%+ more than traditional method  APPLY  DOWNLOAD AND ACCESS  PURCHASE  MORE