L Brands, Inc. (NYSE: LB) announced today the expiration and final
results 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. The Tender Offers
and Consent Solicitations (as defined below) provide for settlement
of all Notes that were validly tendered by 11:59 p.m., New York
City time on October 14, 2020 (the “
Expiration
Date”). 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 the Expiration Date, tenders had been received from
holders in the amounts listed in the table below.
Title of Notes |
CUSIP
Number(1) |
Aggregate PrincipalAmount
Tendered |
Aggregate Principal Amount Accepted for
Purchase |
Aggregate Principal Amount Remaining
Outstanding |
Proration
Factor(2) |
|
5.625% Senior Notes due 2022 |
532716AU1 |
$575,537,000 |
$575,537,000 |
$284,929,000 |
100.0% |
|
5.625%
Senior Notes due 2023 |
501797AJ3 |
$180,315,000 |
$180,315,000 |
$319,685,000 |
100.0% |
|
7.60%
Notes due 2037 |
532716AN7 |
$71,288,000 |
$52,619,000 |
$247,381,000 |
74.0% |
|
6.95%
Exchange Debentures due 2033 |
532716AK3 |
$100,896,000 |
$0 |
$350,000,000 |
0% |
|
_______________________
(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) Rounded to the nearest tenth of a percentage
point.
As the purchase of all 2037 Notes and 2033 Notes
validly tendered and not validly withdrawn at or before the
Expiration Date would result in the Sub-Cap being exceeded, the
Notes that were accepted for purchase by us were prorated so as to
accept the maximum principal amount of Notes that did not result in
the Sub-Cap being exceeded. Pursuant to their terms, the Tender
Offers and Consent Solicitations expired at 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 October 16, 2020. The
Company accepted $808,471,000 principal amount of Notes and will
pay $850,521,589.20 on the settlement date.
As part of the Tender Offers, the Company also
solicited 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 would, 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
Expiration Date, holders of $575,537,000 aggregate principal amount
of the 2022 Notes, representing approximately 66.89% 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 such Consent 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. The Requisite Consent required to approve the
Proposed Amendments with respect to the 2023 Notes subject to the
Consent Solicitations was not obtained by the Company and therefore
the indenture governing such series of Consent Notes will not be
amended and will remain in effect in its present form.
The complete terms and conditions of the Tender
Offers are set forth in the Offer to Purchase and Consent
Solicitation dated September 16, 2020, that was sent to the holders
of the Notes, as amended by press releases issued on September 16,
2020 and September 30, 2020 (the “Offer to
Purchase”).
The Company 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.
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
BathandBodyWorks.com and 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 Relations |
Media Relations |
Amie Preston |
Brooke Wilson |
(614) 415-6704 |
(614) 415-6042 |
apreston@lb.com |
communications@lb.com |
|
|
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