Victoria’s Secret & Co. Completes Separation From Bath & Body Works, Inc.
August 03 2021 - 7:30AM
Victoria’s Secret & Co. (NYSE: VSCO) announced today that it
has completed its previously announced separation from Bath &
Body Works, Inc. (formerly known as L Brands, Inc.) and is now an
independent, publicly traded company. Victoria’s Secret includes
Victoria’s Secret Lingerie, PINK and Victoria’s Secret Beauty.
Victoria’s Secret shares will begin trading today on the New York
Stock Exchange under the ticker symbol “VSCO.”
“Today marks an exciting milestone as we embark
on our journey as a newly independent public company, focused on
inspiring women around the world with world-class products and
experiences,” said Martin Waters, Chief Executive Officer of
VS&Co. “On behalf of all of our passionate associates, I am
proud of our efforts to reposition Victoria’s Secret to thrive in
our evolving retail environment. We continue to deliver
substantially improved financial results and we look forward to the
many opportunities ahead. With our two category-defining intimates
and beauty brands, our proven omnichannel capabilities, right-sized
store footprint and strong customer loyalty, we are well positioned
to deliver long-term growth and value creation.”
The separation was achieved through the
distribution of 100 percent of the shares of Victoria’s Secret
to holders of Bath & Body Works common stock after the market
close on August 2, 2021, with Bath & Body Works stockholders
receiving one share of Victoria’s Secret common stock for every
three shares of Bath & Body Works common stock held at the
close of business on the record date of July 22, 2021. Bath &
Body Works stockholders entitled to receive the distribution
received a book-entry account statement or a credit to their
brokerage account reflecting their ownership of Victoria’s Secret
common stock. Fractional shares of Victoria’s Secret common stock
were not distributed. Any fractional share of Victoria’s Secret
common stock otherwise issuable to a Bath & Body Works
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.
ABOUT VICTORIA’S SECRETVictoria’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 from Bath & Body
Works, Inc. (f/k/a L Brands, Inc.) 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 Victoria’s Secret or that Victoria’s
Secret does not realize all of the expected benefits of the
spin-off;
- 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.
More information on potential factors that could affect Victoria’s
Secret results is included in Victoria’s Secret Registration
Statement on Form 10 filed with the Securities and Exchange
Commission.
For further information, please contact:
Victoria’s Secret & Co.:
Investor Relations: |
|
Media
Relations: |
Jason Ware |
|
Brooke Wilson |
investorrelations@victoria.com |
|
Communications@victoria.com |
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