L Brands Prices Upsized $1 Billion Offering of 6.625% Senior Notes Due 2030
September 16 2020 - 5:03PM
L Brands, Inc. (NYSE: LB) announced today that its previously
announced offering to sell $750 million aggregate principal amount
of senior notes due 2030 (the “
2030 Notes”) was
upsized to an aggregate principal amount of $1 billion and priced
with a coupon of 6.625% in a private placement offering to eligible
purchasers. The 2030 Notes are 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
initial offering price of the 2030 Notes to investors will be 100%
of their principal amount. The 2030 Notes are senior unsecured
obligations. The offering is expected to close on September 30,
2020, subject to customary closing conditions.
The 2030 Notes are not being 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 2030 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 of
the 2030 Notes to fund tender offers to purchase for cash (the
“Tender Offers”) certain of its outstanding (i)
5.625% Senior Notes due 2022 (the “2022 Notes”),
(ii) 5.625% Senior Notes due 2023 (the “2023
Notes”), (iii) 7.60% Senior Notes due 2037 (the
“2037 Notes”) and (iv) 6.95% Exchange Debentures
due 2033 (the “2033 Notes,” and together with the
2022 Notes, the 2023 Notes and the 2037 Notes, the
“Waterfall Notes”) up to an aggregate principal
amount that will not result in an aggregate purchase price
(excluding accrued and unpaid interest) that exceeds (i) $1 billion
with respect to the Waterfall Notes in the aggregate and (ii) $50
million with respect to the 2037 Notes and the 2033 Notes in the
aggregate. The Tender Offers are being made pursuant to an Offer to
Purchase and Consent Solicitation Statement dated September 16,
2020. If the Tender Offers are not consummated or the net proceeds
from the offering of the 2030 Notes exceed the total consideration
payable in the Tender Offers, the company intends to use the
remaining net proceeds from the offering for the repayment,
redemption or repurchase of our other indebtedness.
The offering of the 2030 Notes is not contingent on the
consummation of the Tender Offers or any minimum amount of tenders
in the Tender Offers. The foregoing does not constitute an offer to
purchase, or a notice of redemption or an obligation to issue a
notice of redemption for, the Waterfall Notes or any other
notes.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the 2030 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 2030 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 2,709 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 1995We 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 pandemics or
significant health hazards, severe weather conditions, natural
disasters, terrorist activities, financial crises, political crises
or other major events, or the prospect of these events;
- divestitures or other dispositions, including any divestiture
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, 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.
For further information, please contact:
L Brands:Investor RelationsAmie Preston(614)
415-6704apreston@lb.com |
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Media RelationsBrooke Wilson(614)
415-6042communications@lb.com |
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