Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Indenture relating to the 6.625% Senior Notes due 2030
On September 30, 2020, L Brands, Inc. (the “Company”)
issued $1 billion aggregate principal amount of its previously announced 6.625% senior notes due 2030 (the “Notes”)
pursuant to an Indenture, dated as of September 30, 2020, among the Company, the guarantors named therein and U.S. Bank National
Association, as trustee (the “Indenture”). The Notes are guaranteed by certain of the Company’s domestic subsidiaries
that guarantee, or are borrowers under, certain other material debt (the “Guarantors”).
The Notes and related guarantees are senior unsecured obligations
of the Company and the Guarantors and (i) rank equally in right of payment with all of the Company’s and Guarantors’
existing and future senior unsubordinated debt, (ii) rank senior in right of payment to all of the Company’s future subordinated
debt, if any, and (iii) are effectively subordinated to all secured debt of the Company and the Guarantors to the extent of the
value of the assets securing such debt.
The Company will pay interest on the Notes at a rate of 6.625%
per annum, semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 2021, to holders of record on
the preceding March 15 and September 15, respectively.
The Notes are redeemable, at the Company’s
option, in whole or in part, at any time and from time to time on and after October 1, 2025, at the following redemption prices
(expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant redemption date (subject
to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date falling
prior to or on the redemption date), if redeemed during the 12-month period commencing on October 1 of the years set forth below:
Redemption Period
|
Price
|
2025
|
103.313%
|
2026
|
102.208%
|
2027
|
101.104%
|
2028 and thereafter
|
100.000%
|
|
|
At any time and from time to time prior to
October 1, 2025, Notes may also be redeemed in whole or in part, at the Company’s option, at a price equal to 100.0% of the
principal amount thereof plus a customary make-whole premium calculated based on the applicable Treasury Rate (as defined in the
Indenture), plus 50 basis points, and accrued and unpaid interest, if any, to, but excluding, the redemption date.
In addition, at any time and from time to
time prior to October 1, 2023, the Company at its option may redeem Notes in an aggregate principal amount up to 40.0% of the original
aggregate principal amount of the Notes, with funds in an aggregate amount not exceeding the aggregate proceeds of one or more
equity offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 106.625%, plus accrued and unpaid
interest, if any, to the redemption date, subject to the terms and conditions set forth in the Indenture.
If a Change of Control Triggering Event (as defined in the Indenture)
occurs, the Company may be required to purchase the Notes.
The Indenture contains covenants that limit the ability of the
Company and its restricted subsidiaries to, among other things: (i) incur indebtedness, (ii) create and incur liens, (iii) make
restricted payments and certain investments, (iv) transact with affiliates, (v) merge, consolidate, sell or otherwise dispose of
all or substantially all of their assets and (v) incur restrictions on the ability of the Company’s restricted subsidiaries
to provide distributions. These covenants are subject to a number of important exceptions and qualifications. The Indenture also
provides for customary events of default, which, if any of them occurs, would permit or require the principal, interest and any
other monetary obligations on all the then outstanding Notes to be due and payable immediately.
The description above does not purport to be complete and is
qualified in its entirety by the Indenture, which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated
by reference herein.