L Brands, Inc. (NYSE: LB) announced today the results to date of
its tender 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”) up to an aggregate principal amount
that will not result in a maximum aggregate purchase price
(excluding accrued and unpaid interest) that exceeds $1 billion
(the “
Maximum Aggregate Purchase Price”), subject
to the sub-cap, the order of priority and proration provisions set
forth in the Offer to Purchase described below. Capitalized terms
used but not defined herein have the meanings ascribed thereto in
the Offer to Purchase.
According to Global Bondholder Services
Corporation, the depositary and information agent for the Tender
Offers, as of 5:00 p.m., New York City time, on September 29, 2020,
tenders had been received from holders in the amounts listed in the
table below.
Title of Notes |
CUSIP
Number(1) |
Acceptance Priority Levels |
Aggregate Principal Amount Tendered |
|
|
|
Total Consideration(2)(3)
($) |
5.625% Senior Notes due 2022 |
532716AU1 |
1 |
$573,243,000 |
|
|
|
$1,047.50 |
5.625%
Senior Notes due 2023 |
501797AJ3 |
2 |
$176,633,000 |
|
|
|
$1,060.00 |
7.60%
Notes due 2037 |
532716AN7 |
3 |
$69,480,000 |
|
|
|
$950.00 |
6.95%
Exchange Debentures due 2033 |
532716AK3 |
4 |
$96,043,000 |
|
|
|
$920.00 |
__________________
1. |
No
representation is made as to the correctness or accuracy of the
CUSIP Numbers herein or printed on the Notes. They are provided
solely for the convenience of the Holders of the Notes |
2. |
Does not include accrued but unpaid interest, which will also
be payable as provided herein. |
3. |
Includes an Early Tender Premium of $50 for each $1,000
aggregate principal amount of Notes validly tendered (and not
validly withdrawn) and accepted for purchase by the Company. |
Additionally, the Company announced that it is
amending the Tender Offers to extend the Early Tender Time from
5:00 p.m., New York City time, on September 29, 2020 to 11:59 p.m.,
New York City time, on October 14, 2020 (the “New Early
Tender Time”). Accordingly, the deadline for holders of
the Notes to receive the Early Tender Premium of $50 for each
$1,000 aggregate principal amount of Notes validly tendered (and
not validly withdrawn) and accepted for purchase by the Company
will be 11:59 p.m., New York City time, on October 14, 2020. The
settlement date for Notes accepted for purchase is expected to
occur on the second business day following the New Early Tender
Time, assuming the conditions to the Tender Offers and Consent
Solicitations have been either satisfied or waived prior to the New
Early Tender Time.
Pursuant to their terms, the Tender Offers and
Consent Solicitations will expire at 11:59 p.m., New York City
time, on October 14, 2020, unless extended or earlier terminated by
us. Consistent with the terms of the Offer to Purchase, the
Withdrawal Deadline occurred at 5:00 p.m., New York City time, on
September 29, 2020.
As part of the Tender Offers, the Company is also
soliciting consents (the “Consent Solicitations”)
from the holders of the 2022 Notes and the 2023 Notes (the
“Consent Notes”) for certain proposed amendments
described in the Offer to Purchase that will, among other things,
eliminate certain of the restrictive covenants contained in the
indentures governing the 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 such series as described in the Offer to
Purchase (the “Requisite Consent”). As of the 5:00
p.m., New York City time, on September 29, 2020, holders of
$573,243,000 aggregate principal amount of the 2022 Notes,
representing approximately 66.62% of the outstanding 2022 Notes,
had validly tendered their 2022 Notes, and were deemed to have
delivered their consents to the Proposed Amendments with respect to
the 2022 Notes by virtue of such tender. As a result, the Requisite
Consent required to approve the Proposed Amendments with respect to
the 2022 Notes has been received, and the Company intends to
execute a supplemental indenture to the indenture governing the
2022 Notes on the settlement date on which the 2022 Notes will be
purchased.
The complete terms and conditions of the Tender
Offers are set forth in the Offer to Purchase and Consent
Solicitation dated September 16, 2020, as amended by a press
release issued on September 16, 2020 and this press release (the
“Offer to Purchase”).
The Company has retained J.P. Morgan Securities
LLC as the lead dealer manager for the Tender Offers and Consent
Solicitations.
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.
For additional information regarding the terms of
the Tender Offers, please contact 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. 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) 470-3700 (all others).
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:º political
instability, environmental hazards or natural disasters;º
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;º
duties, taxes and other charges;º legal and regulatory matters;º
volatility in currency exchange rates;º local business practices
and political issues;º potential delays or disruptions in shipping
and transportation and related pricing impacts;º disruption due to
labor disputes; andº 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.
L Brands:
Investor Relations |
Media Relations |
Amie Preston |
Brooke Wilson |
(614) 415-6704 |
(614) 415-6042 |
apreston@lb.com |
communications@lb.com |
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