L Brands, Inc. (NYSE: LB) announced today that, in connection with
its offers (the “
Tender Offers”) to purchase for
cash 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% 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 “
Notes”), it is increasing the maximum
aggregate purchase price (excluding accrued and unpaid interest) of
the Notes that it will accept for purchase from the previously
announced amount of $750 million to $1 billion (as amended herein,
the “
Maximum Aggregate Purchase Price”).
Additionally, the company announced that it is conditioning its
obligation to accept for purchase and to pay for any of the Notes
in the Tender Offers on the receipt of the proceeds from an
issuance of senior unsecured debt securities in an aggregate
principal amount of at least $1 billion, on terms and subject to
conditions reasonably satisfactory to the company, an increase from
the previously announced condition that required such receipt of
proceeds to result from an issuance of senior unsecured debt
securities in an aggregate principal amount of at least $750
million (as amended herein, the “
Financing
Condition”). The other terms and conditions of the Tender
Offers remain unchanged.
Except as provided above, the complete terms and conditions of
the Tender Offers and Consent Solicitations (as defined below) are
set forth in the Offer to Purchase and Consent Solicitation
Statement dated September 16, 2020 (as amended by this press
release, the “Offer to Purchase”) that is being
sent to holders of the Notes. Capitalized terms used in this press
release and not defined herein have the meanings given to them in
the Offer to Purchase.
The maximum aggregate purchase price to be paid by the company
for the 2037 Notes and 2033 Notes, excluding accrued but unpaid
interest, is limited to $50 million (the
“Sub-Cap”). Subject to the Maximum Aggregate
Purchase Price and/or the Sub-Cap, the amount of a series of Notes
that is purchased in the Tender Offers will be based on the order
of priority (the “Acceptance Priority Level”) for
such series of Notes set forth in the table below, with 1 being the
highest Acceptance Priority Level and 4 being the lowest Acceptance
Priority Level, as further described in the Offer to Purchase. It
is possible that the company may not accept all Notes tendered
under the Tender Offers. If the acceptance of all tenders in the
Tender Offers would result in a maximum aggregate purchase price
(excluding accrued and unpaid interest) that exceeds the Maximum
Aggregate Purchase Price, tenders will be subject to proration
arrangements as described in the Offer to Purchase.
Certain key terms of the Tender Offers are summarized in the
table below:
|
|
|
|
|
|
Dollars per $1,000 Principal Amount of
Notes |
Series of Notes |
|
CUSIP Number/ISIN |
|
Aggregate Principal Amount
Outstanding ($) |
|
Acceptance Priority Level |
|
Tender Offer Consideration(1)
($) |
|
Early Tender Premium ($) |
|
Total Consideration(1)(2)
($) |
5.625% Senior Notes due 2022 |
|
532716AU1 / US532716AU19 |
|
$ |
860,466,000 |
|
1 |
|
$ |
997.50 |
|
$ |
50.00 |
|
$ |
1,047.50 |
5.625% Senior Notes due 2023 |
|
501797AJ3 / US501797AJ37 |
|
$ |
500,000,000 |
|
2 |
|
$ |
1,010.00 |
|
$ |
50.00 |
|
$ |
1,060.00 |
7.60% Notes due 2037 |
|
532716AN7 / US532716AN75 |
|
$ |
300,000,000 |
|
3 |
|
$ |
900.00 |
|
$ |
50.00 |
|
$ |
950.00 |
6.95% Exchange Debentures due
2033 |
|
532716AK3 / US532716AK37 |
|
$ |
350,000,000 |
|
4 |
|
$ |
870.00 |
|
$ |
50.00 |
|
$ |
920.00 |
|
|
|
|
|
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_______________
(1) Does not include accrued but unpaid interest, which will
also be payable as provided herein.(2) Includes an Early Tender
Premium of $50 for each $1,000 aggregate principal amount of Notes
validly tendered prior to the Early Tender Time referred to below
(and not validly withdrawn) and accepted for purchase by us.
The consideration for each $1,000 principal amount of Notes
validly tendered and accepted for purchase will be determined in
the manner described in the Offer to Purchase. As described in the
Offer to Purchase, tendered Notes may be withdrawn on or before,
5:00 p.m., New York City time, on September 29, 2020 (unless
extended), but may not be withdrawn thereafter, except in limited
circumstances required by law. The Tender Offers will expire at
11:59 p.m., New York City time, at the end of the day on October
14, 2020, unless extended (such date and time, as the same may be
extended, the “Expiration Date”) or earlier
terminated by us. In order to receive the applicable Total
Consideration, holders of Notes must validly tender and not validly
withdraw their Notes on or before the Early Tender Time, which is
5:00 p.m., New York City time, on September 29, 2020, unless
extended. Subject to the terms and conditions of the Tender Offers,
(i) the date of purchase for Notes validly tendered on or before
the Early Tender Time and accepted for purchase is currently
expected to be October 1, 2020 (the “Early Settlement
Date”) and the date of purchase for Notes validly tendered
on or before the Expiration Date and accepted for purchase (other
than Notes purchased on the Early Settlement Date) is currently
expected to be October 16, 2020 (the “Settlement
Date”). All Holders of Notes accepted for purchase
pursuant to the Tender Offers will also receive the accrued and
unpaid interest applicable to such Notes from the last interest
payment date until, but not including, the Early Settlement Date or
Settlement Date, as applicable.
The Tender Offers and Consent Solicitations are subject to the
satisfaction or waiver of certain conditions, including the
Financing Condition.
As part of the Tender Offers, L Brands, Inc. is also soliciting
consents (the “Consent Solicitations”) from the
holders of the 2022 Notes and the 2023 Notes (collectively, the
“Consent Notes”) for certain proposed amendments
described in the Offer to Purchase that would, among other things,
eliminate certain of the restrictive covenants under each indenture
governing a series of Consent Notes (the “Proposed
Amendments”). Adoption of the Proposed Amendments with
respect to each series of Consent Notes requires the requisite
consent applicable to each series of Consent Notes as described in
the Offer to Purchase (the “Requisite Consent”).
Each holder tendering Consent Notes pursuant to the Tender Offers
must also deliver a consent to the Proposed Amendments pursuant to
the related Consent Solicitation and will be deemed to have
delivered their consents by virtue of such tender. Holders may not
deliver consents without also tendering their Consent Notes. The
Proposed Amendments will not become operative until (i) Consent
Notes of the relevant series satisfying the Requisite Consent have
been validly tendered and (ii) L Brands, Inc. consummates the
Tender Offer with respect to such series of Consent Notes in
accordance with its terms and in a manner resulting in the purchase
of all Consent Notes of such series validly tendered before the
Early Tender Time (if the aggregate purchase price, excluding
accrued but unpaid interest, of Notes validly tendered before the
Early Tender Time equals or exceeds the Maximum Aggregate Purchase
Price) or before the Expiration Date (if it does not). If the
Proposed Amendments become operative with respect to a series of
Consent Notes, holders of that series of Consent Notes that do not
tender their Consent Notes prior to the Expiration Date, or at all,
will be bound by the Proposed Amendments, meaning that the
remaining outstanding Consent Notes of that series will no longer
have the benefit of certain existing covenants contained in the
applicable Indenture. In addition, such holders will not receive
either the Tender Offer Consideration or the Early Tender
Premium.
The company expressly reserves the right for any reason, subject
to applicable law, to extend, abandon, terminate or further amend
the Tender Offers and Consent Solicitations. The Tender Offers are
not conditioned on the tender of any minimum principal amount of
Notes, the consummation of any other Tender Offer or obtaining any
Requisite Consent.
Copies of the Offer to Purchase may be obtained from the
information agent, Global Bondholder Services Corporation, by
calling (212) 430-3774 (banks and brokers) or (866) 470-2200 (all
others) or by email to contact@gbsc-usa.com or from the lead dealer
manager for the Tender Offers: J.P. Morgan Securities LLC, by
calling collect at (212) 834-2045 or toll free at (866)
834-4666.
This press release shall not constitute an offer to purchase or
a solicitation of an offer to sell with respect to any securities.
Any offer or solicitation with respect to the Tender Offers will be
made only by means of the Offer to Purchase, and the information in
this press release is qualified by reference to the Offer to
Purchase. The Tender Offers are not being made to holders of Notes
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. Holders must make their own decision as to
whether to tender any of their Notes, and, if so, the principal
amount of Notes to tender.
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 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 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 |
|
Media RelationsBrooke Wilson(614)
415-6042communications@lb.com |
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