L Brands Announces Proposed $750 Million Offering of Senior Secured Notes Due 2025 and $500 Million Offering of Senior Notes ...
June 04 2020 - 7:50AM
L Brands, Inc. (NYSE: LB) announced today that it is offering to
sell $750 million aggregate principal amount of senior secured
notes due 2025 (the “
Secured Notes”) and $500
million aggregate principal amount of senior notes due 2025 (the
“
Unsecured Notes” and, together
with the Secured Notes, the “
Notes”) in a private
placement offering to eligible purchasers, subject to market and
other conditions. The Notes will be guaranteed by each of the
company’s domestic subsidiaries that guarantees or is a borrower
under its ABL Facility or guarantees or incurs any other material
debt.
The Secured Notes will be senior secured obligations and will be
secured on a first-priority lien basis by substantially all of the
assets of the company and the guarantors (other than certain
excluded assets, including stock of certain subsidiaries), other
than inventory, receivables and related assets (which secure our
ABL Facility on a first-priority lien basis) and on a
second-priority lien basis by such ABL Facility collateral, in each
case, subject to certain exceptions. The Unsecured Notes will be
senior unsecured obligations.
The Notes will not be registered under the Securities Act of
1933 (the “Securities Act”) or the securities laws
of any state and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements under the Securities Act and applicable
state securities laws. The Notes may be resold by the initial
purchasers pursuant to Rule 144A and Regulation S under the
Securities Act.
The company intends to use the net proceeds from the offering,
after deducting discounts and commission to the initial purchasers
and estimated offering expenses, (i) to repurchase or redeem all of
our outstanding 2021 Notes and to pay any related premiums and
expenses in connection therewith and (ii) to fund approximately
$200 million of retirement plan obligations and (iii) for general
corporate purposes, including to refinance
other indebtedness with a near-term maturity date.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer to sell or a solicitation of an
offer to buy, or a sale of, the Notes or any other securities in
any jurisdiction in which such offer, solicitation or sale is
unlawful. In addition, this press release is not an offer to
purchase or a notice of redemption with regard to any securities.
The offering is made only by, and pursuant to, the terms set forth
in the related offering memorandum. The offering is not being made
to persons in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.
ABOUT L BRANDS:
L Brands, through Bath & Body Works, Victoria’s Secret and
PINK, is an international company. The company operates 2,897
company-owned specialty stores in the United States, Canada, the
United Kingdom and Greater China, and its brands are also sold in
more than 700 franchised locations worldwide. The company’s
products are also available online at www.BathandBodyWorks.com and
www.VictoriasSecret.com.
Safe Harbor Statement Under the Private Securities
Litigation Reform Act of 1995
We caution that any forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995)
contained in this press release or made by our company or our
management involve risks and uncertainties and are subject to
change based on various factors, many of which are beyond our
control. Accordingly, our future performance and financial results
may differ materially from those expressed or implied in any such
forward-looking statements. Words such as “estimate,” “project,”
“plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,”
“potential” and any similar expressions may identify
forward-looking statements. Risks associated with the following
factors, among others, in some cases have affected and in the
future could affect our financial performance and actual results
and could cause actual results to differ materially from those
expressed or implied in any forward-looking statements included in
this press release or otherwise made by our company or our
management:
- general economic conditions, consumer confidence, consumer
spending patterns and market disruptions including severe weather
conditions, natural disasters, significant health hazards or
pandemics, terrorist activities, financial crises, political crises
or other major events, or the prospect of these events;
- divestitures, spin-offs or other dispositions, including any
divestiture or spin-off of Victoria’s Secret and related
operations, could negatively impact our business, and contingent
liabilities from businesses that we have sold could adversely
affect our financial statements;
- the seasonality of our business;
- difficulties arising from turnover in company leadership or
other key positions;
- our ability to attract, develop and retain qualified associates
and manage labor-related costs;
- liabilities arising from divested businesses;
- the dependence on mall traffic and the availability of suitable
store locations on appropriate terms;
- our ability to grow through new store openings and existing
store remodels and expansions;
- our ability to successfully expand internationally and related
risks;
- our independent franchise, license and wholesale partners;
- our direct channel businesses;
- our ability to protect our reputation and our brand
images;
- our ability to attract customers with marketing, advertising
and promotional programs;
- our ability to protect our trade names, trademarks and
patents;
- the highly competitive nature of the retail industry and the
segments in which we operate;
- consumer acceptance of our products and our ability to manage
the life cycle of our brands, keep up with fashion trends, develop
new merchandise and launch new product lines successfully;
- our ability to source, distribute and sell goods and materials
on a global basis, including risks related to:
- political instability, environmental hazards or natural
disasters;
- significant health hazards or pandemics, which could result in
closed factories, closed stores, reduced workforces, scarcity of
raw materials, and scrutiny or embargoing of goods produced in
infected areas;
- duties, taxes and other charges;
- legal and regulatory matters;
- volatility in currency exchange rates;
- local business practices and political issues;
- potential delays or disruptions in shipping and transportation
and related pricing impacts;
- disruption due to labor disputes; and
- changing expectations regarding product safety due to new
legislation;
- our geographic concentration of vendor and distribution
facilities in central Ohio;
- fluctuations in foreign currency exchange rates;
- stock price volatility;
- our ability to pay dividends and related effects;
- our ability to maintain our credit rating;
- our ability to service or refinance our debt;
- shareholder activism matters;
- the ability of our vendors to deliver products in a timely
manner, meet quality standards and comply with applicable laws and
regulations;
- fluctuations in product input costs;
- our ability to adequately protect our assets from loss and
theft;
- fluctuations in energy costs;
- increases in the costs of mailing, paper and printing;
- claims arising from our self-insurance;
- our ability to implement and maintain information technology
systems and to protect associated data;
- our ability to maintain the security of customer, associate,
third-party or company information;
- our ability to comply with laws and regulations or other
obligations related to data privacy and security;
- our ability to comply with regulatory requirements;
- legal and compliance matters; and
- tax, trade and other regulatory matters.
We are not under any obligation and do not intend to make
publicly available any update or other revisions to any of the
forward-looking statements contained in this press release to
reflect circumstances existing after the date of this press release
or to reflect the occurrence of future events even if experience or
future events make it clear that any expected results expressed or
implied by those forward-looking statements will not be realized.
Additional information regarding these and other factors can be
found in Item 1A. Risk Factors in our 2020 Annual Report on Form
10-K and Item 1A. Risk Factors in our quarterly report on Form 10-Q
for the quarter ending May 2, 2020.
For further information, please contact:
L
Brands: |
|
Investor Relations |
Media Relations |
Amie Preston |
Tammy Roberts Myers |
(614) 415-6704 |
(614) 415-7072 |
apreston@lb.com |
communications@lb.com |
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