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In Friday's dismissal bid, Bread also argued that it had no duty to disclose that Sobeys had "threatened to terminate its contract prior to the spinoff, and was renegotiating its terms," telling the court that Sobeys had just "exercised a contractual right to accelerate the date on which it could terminate its sponsor agreement."

"[That] does not mean (nor does the complaint allege particularized facts showing) that Sobeys permanently broke off renewal negotiations or gave definitive notice that it would not ultimately sign a new sponsor contract," Bread's motion states, adding that it would have been premature to disclose its dealings with Sobeys. It would "put companies in untenable positions that do not serve the investing public" if they were required to disclose things like that, Bread argued.

Bread's characterization of Sobeys' termination statements stand in contrast to the complaint's allegation that Sobeys "unequivocally informed ADS in January 2021" that it was terminating its contract.

Bread also said certain of its statements cited in the complaint were inactionable "rosy affirmation commonly heard from corporate managers and numbingly familiar to the marketplace," citing 2011 precedent from the same judicial district regarding corporate puffery.

Among other things, Bread also claimed Loyalty Ventures properly highlighted relevant risks in its registration statement—a filing that Bread noted it was not responsible for. Bread further pointed out that the complaint cites certain events that occurred outside its proposed class period.

Newtyn Partners seeks to hold Bread Financial, Andretta, and two Loyalty Ventures executives, Charles J. Horn and John J. Chesnut, liable for its losses.

Horn and Chesnut also sought to see the claims they face dismissed with prejudice in a separate Friday filing, arguing that their company's disclosures made clear that "Loyalty faced significant challenges to retain sponsors."

On Tuesday, a representative for Bread told Law360 via email the company doesn't comment on pending litigation.

Representatives for the investors and the Loyalty Ventures executives did not immediately respond to requests for comment Tuesday.

Newtyn Partners is represented by Maya Saxena, Lester R. Hooker, Dianne M. Pitre, Jonathan Lamet, Steven B. Singer, Kyla Grant, David J. Schwartz and Rachel A. Avan of Saxena White PA and John C. Camillus of the Law Offices of John C. Camillus LLC.

Bread Financial and CEO Ralph J. Andretta are represented by Charles S. Duggan, Benjamin S. Kaminetzky, Michael V. Pucci and Oliver A. Kaufman of Davis Polk & Wardwell LLP, and Daniel J. Guttman, Douglas Vonderhaar and Mathew Drocton of BakerHostetler.