L Brands, Inc. Board Approves Separation of Victoria’s Secret & Co. and Corporate Name Change to Bath & Body Works, Inc.
July 09 2021 - 04:15PM
L Brands, Inc. (NYSE: LB) today announced that its
Board of Directors (the “
Board”) has approved the
previously announced separation of the Victoria’s Secret business
into an independent, publicly traded company. The new company,
named Victoria’s Secret & Co. (“
Victoria’s
Secret”), will include Victoria’s Secret Lingerie, PINK
and Victoria’s Secret Beauty.
In addition, the Board approved a name change
from L Brands, Inc. to Bath & Body Works, Inc. (the
“Name Change”). L Brands’ stock symbol will also
change from “LB” to “BBWI.” The Name Change is expected to become
effective on August 2, 2021, in connection with the separation. L
Brands’ common stock is expected to start trading under the new
stock symbol on August 3, 2021.
The separation will be achieved through the
distribution of 100 percent of the shares of Victoria’s Secret
to holders of L Brands common stock. L Brands stockholders entitled
to receive the distribution will receive a book-entry account
statement or a credit to their brokerage account reflecting their
ownership of Victoria’s Secret common stock. No action is required
by L Brands stockholders to receive Victoria’s Secret shares in the
distribution.
The distribution of Victoria’s Secret’s shares
is expected to be completed after the market close on August 2,
2021, with L Brands stockholders receiving one share of Victoria’s
Secret common stock for every three shares of L Brands common stock
held at the close of business on the record date of July 22, 2021.
Fractional shares of Victoria’s Secret common stock will not be
distributed. Any fractional share of Victoria’s Secret common stock
otherwise issuable to an L Brands stockholder will be sold in the
open market on such stockholder’s behalf, and such stockholder will
receive a cash payment for the fractional share based on its pro
rata portion of the net cash proceeds from all sales of fractional
shares.
Following the distribution of Victoria’s
Secret’s common stock on August 2, 2021, Victoria’s Secret will be
an independent, publicly traded company. Victoria’s Secret has
received approval for the listing of its common stock on the New
York Stock Exchange under the symbol “VSCO.”
Prior to the distribution, L Brands expects to
mail an information statement to all stockholders entitled to
receive the distribution of shares of Victoria’s Secret’s common
stock. The information statement will describe Victoria’s Secret,
including the risks of owning Victoria’s Secret’s common stock and
other details regarding the spin-off.
The completion of the distribution is subject to
a number of customary conditions, including the Securities and
Exchange Commission (“SEC”) having declared
effective Victoria’s Secret’s Registration Statement on Form 10, as
amended, which Victoria’s Secret has filed with the SEC and is
available at the SEC’s website at http://www.sec.gov. L Brands
expects to receive an opinion from its tax advisor confirming
the tax-free status of the spin-off to L Brands
and its stockholders (except to the extent of cash received in lieu
of fractional shares).
L Brands expects that a “when-issued” public
trading market for Victoria’s Secret’s common stock will commence
on or about July 21, 2021 under the symbol “VSCO WI”, and will
continue through the distribution date. L Brands also anticipates
that “regular-way” trading of Victoria’s Secret’s common
stock will begin on August 3, 2021, the first trading day following
the distribution date.
Beginning on or about July 21, 2021, and through
the distribution date, it is expected that there will be two ways
to trade L Brands common stock – either with or without the
distribution of Victoria’s Secret’s common stock. L Brands
stockholders who sell their shares of L Brands common stock in
the “regular-way” market (that is, the normal trading
market under the symbol “LB”) after the record date and on or prior
to the distribution date will be selling their right to receive
shares of Victoria’s Secret common stock in connection with
the spin-off. Alternatively, L Brands stockholders who
sell their shares of L Brands common stock in
the “ex-distribution” market during the same period under
the symbol “BBWI WI” will not be selling their right to receive
shares of Victoria’s Secret common stock in connection with
the spin-off. Investors are encouraged to consult with
their financial advisors regarding the specific implications of
buying or selling shares of L Brands common stock on or before the
distribution date.
Goldman Sachs & Co. LLC and J.P. Morgan
Securities LLC are serving as financial advisors and Davis Polk
& Wardwell LLP is serving as legal counsel to L Brands.
Wachtell, Lipton, Rosen & Katz is serving as legal counsel to
the independent directors of the Board.
ABOUT L BRANDS:L Brands, through Bath &
Body Works, Victoria’s Secret and PINK, is an international
company. The company operates 2,681 company-operated specialty
stores in the United States, Canada and Greater China, in more than
700 franchised locations worldwide and through its websites
worldwide.
ABOUT VICTORIA’S SECRET:Victoria’s Secret is
the world’s largest intimates specialty retailer offering a
wide assortment of modern, fashion-inspired collections including
signature bras, panties, lingerie, casual sleepwear and athleisure,
as well as award-winning prestige fragrances and body care.
With nearly 1,400 retail stores worldwide and a predominately
female workforce of more than 25,000, Victoria’s Secret boasts the
largest team of specialty trained bra fit experts worldwide.
Victoria’s Secret is committed to inspiring women around the world
with products and experiences that uplift and champion them and
their journey while creating lifelong relationships and advocating
for positive change.
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:
- the spin-off may not be consummated
within the anticipated time period or at all;
- disruption to our business in
connection with the proposed spin-off and that we could lose
revenue as a result of such disruption;
- the spin-off may not be tax-free
for U.S. federal income tax purposes;
- a loss of synergies from separating
the businesses that could negatively impact the balance sheet,
profit margins or earnings of both businesses or that the companies
resulting from the spin-off do not realize all of the expected
benefits of the spin-off;
- the combined value of the common
stock of the two publicly-traded companies will not be equal to or
greater than the value of our common stock had the spin-off not
occurred;
- 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;
- the novel coronavirus (COVID-19)
global pandemic has had and is expected to continue to have an
adverse effect on our business and results of operations;
- the seasonality of our
business;
- divestitures or other dispositions
and related operations and contingent liabilities from businesses
that we have divested;
- 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;
- 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 operate
and 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 maintain, enforce
and 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;
- 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, printing or other order fulfillment logistics;
- claims arising from our
self-insurance;
- our and our third-party service
providers' ability to implement and maintain information technology
systems and to protect associated data;
- our ability to maintain the
security of customer, associate, third-party and company
information;
- stock price volatility;
- our ability to pay dividends and
related effects;
- shareholder activism matters;
- our ability to maintain our credit
rating;
- our ability to service or refinance
our debt and maintain compliance with our restrictive
covenants;
- our ability to comply with laws,
regulations and technology platform rules 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: |
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L Brands: |
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Investor Relations |
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Media Relations |
Amie Preston |
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Brooke Wilson |
(614) 415-6704 |
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(614) 415-6042 |
apreston@lb.com |
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communications@lb.com |
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