L Brands Announces $ 600 Million Offer Pricing

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COLUMBUS, OH June 30, 2021 (GLOBE NEWSWIRE) – L Brands, Inc. (“L brands») (NYSE: LB) announced today that the previously announced placement by its Victoria’s Secret & Co. (“Victoria’s Secret“) For a total of $ 500 million in senior notes due 2029 (“Notes”) Was increased to a total principal of $ 600 million and valued with a 4.625% coupon on a private placement to eligible buyers. The initial placement price of the Bonds to investors will be 100% of their principal amount. In addition, L Brands announced today that Victoria’s Secret’s previously announced syndication of $ 400 million in term loans totaling principal.Term line of credit”) Was allocated with an initial margin of LIBOR (with a lower limit of LIBOR 0.50%) plus 3.25%. The term line of credit will be discounted on initial issue of 1.00%. The placement of the Notes is expected to close on July 15, 2021, subject to the usual closing conditions. The Term Line is expected to close at approximately the time of the Unbundling (as defined below). Victoria’s Secret is a newly formed company that L Brands intends to spin off from its current business by spinning it off to shareholders (“Separation“).

Pending the completion of the Separation, Victoria’s Secret intends to use the net proceeds from the offering of the Notes and the initial borrowing under the Term Loan, after deducting discounts and commissions to the original purchasers of the Notes and the anticipated placement costs, to fund a portion of the cash payment to L Brands. Pending the completion of the Unbundling, proceeds from the offering of the Notes will be escrowed for the benefit of the holders of the Notes.

The bonds will be senior unsecured bonds. Once issued, the Bonds are not subject to a guarantee. However, commencing on and after the date on which the proceeds of the offering are released from escrow, the Notes will be guaranteed by each of the existing and future wholly owned local Victoria’s Secret subsidiaries that (i) guarantee their major credit lines, ( ii) is a borrower under the ABL Credit Line; or (iii) guarantees or assumes any other significant debts.

The Term Line Loans will constitute Victoria’s Secret’s priority secured obligations underwritten by all existing and future significant internal limited subsidiaries wholly owned by Victoria’s Secret, subject to the usual exceptions to be set out in the Term Loan documentation.

Bonds are not registered under the Securities Act of 1933 (“Securities Law”) Or by the securities laws of any state and may not be offered or sold in the United States without registration or applicable exemption from registration requirements under the Securities Act and applicable state securities laws. Notes may be resold by original purchasers in accordance with Rule 144A and Regulation S of the Securities Act.

This press release is neither an offer to sell, nor a solicitation to buy the Notes or any other securities, or any loan or commitment in relation to the Term Line of Credit, and does not constitute an offer to sell or solicit an offer to buy or sell the Notes, or any other securities or any loans or obligations in respect of a Term Loan in any jurisdiction in which such offer, offer or sale is unlawful. The placement of the Bonds is carried out only in accordance with the terms and conditions set out in the relevant offer memorandum. An offer in respect of the Notes shall not be made to persons in any jurisdiction in which their manufacture or acceptance would be inconsistent with the securities, blue sky, or other laws of that jurisdiction.

ABOUT BRANDS L:
L Brands is an international company through its Bath & Body Works, Victoria’s Secret and PINK brands. L Brands operates 2,681 branded specialty stores in the United States, Canada and Greater China, with over 700 franchise locations worldwide and through its websites worldwide.

ABOUT VICTORIA’S SECRET & CO:
Victoria’s Secret is the world’s largest specialty store offering a wide range of contemporary fashion collections, including branded bras, panties, underwear, casual sleepwear and sportswear, as well as award-winning prestigious fragrances and body care products. With nearly 1,400 retail stores worldwide and over 25,000 female-dominated employees, Victoria’s Secret boasts the world’s largest team of specially trained bra selection experts. Victoria’s Secret strives to inspire women around the world with products and experiences that inspire and support 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 defined in the Private Securities Litigation Reform Act of 1995) contained in this press release or made by our Company or our management are subject to risks and uncertainties and are subject to change. depending on various factors. , many of which are beyond our control. Accordingly, our future performance and financial results could differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “expect,” “intend,” “plan,” “potential,” and any such expressions may indicate forward-looking statements. Risks related to the following factors, inter alia, in some cases have influenced and in the future may affect our financial performance and actual results and may cause actual results to differ materially from those expressed or implied in any forward-looking statements, included in this press. issue or otherwise made by our Company or our management:

  • the allocation cannot be completed within the expected period of time or at all;
  • disruption of our business in connection with the proposed spin-off and that we may lose profits as a result of such disruption;
  • the allotment may not be taxed for U.S. federal income tax purposes;
  • loss of synergy from the spin-off that could adversely affect the balance sheet, profit margin or profit of both companies, or that the spin-off companies do not realize all the expected benefits of the spin-off;
  • the aggregate value of the ordinary shares of the two publicly traded companies would not be equal to or greater than the value of our ordinary shares, had it not been for the spin-off;
  • Victoria’s Secret has never operated as an independent company, and its historical combined and unaudited preliminary financial information does not necessarily reflect the results it would have achieved as an independent, publicly traded company, nor is it a reliable indicator of our performance. future results;
  • 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 prospects for these events;
  • the global pandemic of the novel coronavirus (COVID-19) has had and is expected to continue to have a negative impact on our business and results of operations;
  • the seasonality of our business;
  • divestiture or other divestiture, including the spin-off of Victoria’s Secret and related transactions and contingent liabilities, from the companies we have sold;
  • difficulties arising from a change in company management or other key positions;
  • our ability to attract, develop and retain qualified employees and manage labor costs;
  • dependence on the attendance of shopping centers and availability of suitable places for shops on appropriate terms;
  • our ability to grow by opening new stores and modernizing and expanding existing stores;
  • our ability to successfully operate and expand internationally and the associated risks;
  • our independent franchise, licensing and wholesale partners;
  • our direct distribution channels;
  • our ability to protect our reputation and our brand image;
  • our ability to attract customers through marketing, advertising and promotional programs;
  • our ability to maintain, enforce and protect our trade names, trademarks and patents;
  • the highly competitive nature of retail 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 products and successfully launch new product lines;
  • our ability to supply, distribute and sell goods and materials on a global basis, including risks associated with:
    • political instability, environmental hazards or natural disasters;
    • significant health hazards or pandemics that could lead to factory closures, reduced labor, shortages of raw materials, and inspection or bans on goods produced in contaminated areas;
    • duties, taxes and other charges;
    • legal and regulatory issues;
    • volatility of exchange rates;
    • local business practices and political issues;
    • potential delays or disruptions in shipping and transportation and associated pricing implications;
    • disruption due to labor disputes; as well as
    • changes in expectations regarding product safety due to new legislation;
  • our geographic concentration of vendors and distribution facilities in central Ohio;
  • fluctuations in the exchange rate of foreign currency;
  • the ability of our suppliers to deliver products on time, comply with quality standards and applicable laws and regulations;
  • fluctuations in product input costs;
  • our ability to adequately protect our assets from loss and theft;
  • fluctuations in energy costs;
  • increased costs of postage, paper, printing or other logistics for order fulfillment;
  • claims arising from our self-insurance;
  • our ability and ability of third party service providers to implement and maintain information technology systems and protect associated data;
  • our ability to maintain the security of information about customers, partners, third parties and the company;
  • volatility of stock prices;
  • our ability to pay dividends and related effects;
  • shareholder activity matters;
  • our ability to maintain our credit rating;
  • our ability to service or refinance our debt and maintain compliance with our restrictive terms;
  • our ability to comply with technology platform laws, regulations and rules or other obligations related to data privacy and security;
  • our ability to comply with regulations;
  • legal and compliance issues; as well as
  • tax, trade and other regulatory issues.

We do not assume any obligation and do not intend to post any updates or other changes to any 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 a future event, even if experience or future events clearly indicate that any expected results expressed or implied in these forward-looking statements will not be realized.

For more information contact:

L brands:
Investor relations
Amy Preston
(614) 415-6704
apreston@lb.com
Media Relations
Brooke Wilson
(614) 415-6042
communications@lb.com

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