Current Report Filing (8-k)
October 19 2020 - 4:36PM
Edgar (US Regulatory)
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0000701985
2020-10-15
2020-10-15
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xbrli:shares
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): October 15, 2020
L Brands, Inc.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
1-8344
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31-1029810
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(Commission File Number)
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(IRS Employer Identification No.)
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Three Limited Parkway
Columbus, OH
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43230
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(Address of Principal Executive Offices)
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(Zip Code)
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(614) 415-7000
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.50 Par Value
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LB
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03. Material Modification to Rights of Security Holders.
Supplemental Indenture relating to the 5.625% Senior Notes
due 2022
As part of its previously announced cash tender offers (the
“Tender Offers”), the Company solicited consents (the “Consent Solicitations”) from the holders of its
(i) 5.625% Senior Notes due 2022 (the “2022 Notes”) and (ii) 5.625% Senior Notes due 2023 (the “2023 Notes” and,
together with the 2022 Notes, the “Consent Notes”) for certain proposed amendments described in the related Offer to
Purchase, dated September 16, 2020, that would, among other things, eliminate certain of the restrictive covenants under each indenture
governing the Consent Notes (the “Proposed Amendments”). Adoption of the Proposed Amendments with respect to each series
of Consent Notes required the requisite consent applicable to each series of Consent Notes as described in the Offer to Purchase
(the “Requisite Consent”).
Following the receipt of the Requisite Consent with respect
to the 2022 Notes, on October 16, 2020, the Company and the Trustee entered into an eleventh supplemental indenture (the “Supplemental
Indenture”) to effect the Proposed Amendments to the Indenture governing its 2022 Notes, which include (i) amending the definition
of “Officer’s Certificate”, (ii) amending the covenant related to reports and (iii) eliminating the covenant
relating to a change of control triggering event in respect of the Company. The Supplemental Indenture was executed, and became
effective and operative on the Company, the Trustee and every holder of the Notes, upon its execution and delivery on October 16,
2020.
The foregoing summary of the Supplemental Indenture does not
purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is attached
hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On October 15, 2020, the Company issued a press release anouncing
the final results in the Tender Offers and related Consent Solicitations.
A copy of the press release related to the Tender Offers and
Consent Solicitations is filed herewith as Exhibit 99.1, and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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L Brands, Inc.
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Date: October 19, 2020
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By:
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/s/ STUART B. BURGDOERFER
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Stuart B. Burgdoerfer
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Executive Vice President and Chief Financial Officer
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