L Brands, Inc. (the “Company”) (NYSE: LB) announced today the
closing of its previously announced offering of $500 million
aggregate principal amount of its 7.500% unsecured senior notes due
2029 (the “
2029 Notes”) and the
early settlement of its tender offer (the “
Tender
Offers”) to purchase for cash (i) any and all of
its outstanding 7.000% Senior Notes due 2020 (the
“
2020 Notes”) and (ii) its
outstanding 6.625% Senior Notes due 2021 (the
“
2021 Notes”), 5.625% Senior
Notes due 2022 (the “
2022 Notes”)
and 5.625% Senior Notes due 2023 (the “
2023
Notes” and, together with the 2021 Notes and the
2022 Notes, the “
Waterfall
Notes”) up to an aggregate principal amount that
will not result in an aggregate purchase price (excluding accrued
and unpaid interest) that exceeds $449 million (the
“Waterfall Tender Cap”), subject to the order of
priority and proration provisions set forth in the Offer to
Purchase described below. The Waterfall Notes and 2020 Notes are
together, the “
Notes.” The Tender Offers provide
for early settlement of all Notes that were tendered by 5:00
p.m., New York City time, on June 18, 2019 (the “
Early
Tender Date”).
According to Global Bondholder Services Corporation, the
depositary and information agent for the Tender Offers, as of the
Early Tender Date, tenders had been received from holders of Notes
in the amounts listed in the table below:
Title of Notes |
CUSIPNumber(1) |
Aggregate Principal AmountTendered |
Aggregate Principal AmountAccepted for
Purchase |
Aggregate Principal AmountRemaining
Outstanding |
7.000% Senior Notes due 2020 |
532716AS6 |
$212,537,000 |
$212,537,000 |
$125,844,000 |
6.625% Senior Notes due 2021 |
532716AT4 |
$329,470,000 |
$329,470,000 |
$450,371,000 |
5.625% Senior Notes due 2022 |
532716AU1 |
$299,403,000 |
$95,694,000 |
$860,466,000 |
5.625% Senior Notes due 2023 |
501797AJ3 |
$102,823,000 |
$0 |
$500,000,000 |
________________________(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.
As the aggregate principal amount of Waterfall Notes validly
tendered and not validly withdrawn at or before the Early Tender
Date would have resulted in the Waterfall Tender Cap being
exceeded, the 2022 Notes that were accepted for purchase by us were
prorated so as to accept the maximum principal amount of 2022 Notes
that did not result in the Waterfall Tender Cap being exceeded.
Pursuant to their terms, the Tender Offers will expire at
midnight, New York City time, at the end of the day on July 2,
2019, unless extended or earlier terminated by us. Since the
aggregate principal amount of Waterfall Notes validly tendered at
or before the Early Tender Date resulted in the Waterfall Tender
Cap being exceeded, we will not accept for purchase any Waterfall
Notes tendered after the Early Tender Date unless the Waterfall
Tender Cap is increased.
The complete terms and conditions of the Tender Offers are set
forth in the Offer to Purchase dated June 5, 2019 (the
“Offer to Purchase”) and the related letter of
transmittal (the “Letter of Transmittal”) that was
sent to holders of the Notes.
The Company has retained Citigroup Global Markets Inc., BofA
Merrill Lynch, HSBC Securities (USA) Inc. and J.P. Morgan
Securities LLC as joint book-running managers in connection with
the 2029 Notes offering and Citigroup Global Markets Inc. as the
lead dealer manager for the Tender Offers.
This press release shall not constitute an offer to purchase or
a solicitation of an offer to purchase with respect to any
securities, including the Notes. Any offer or solicitation with
respect to the Tender Offers will be made only by means of the
Offer to Purchase and related Letter of Transmittal, and the
information in this press release is qualified by reference to the
Offer to Purchase and related Letter of Transmittal. The Tender
Offers are not being made to holders of Notes in any jurisdiction
in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. Holders must make their own decision as to whether to
tender any of their Notes, and, if so, the principal amount of
Notes to tender.
A registration statement relating to the offering of the 2029
Notes has been filed with the United States Securities and Exchange
Commission and is effective. This press release shall not
constitute an offer to sell nor an offer to buy any securities and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The offering of the 2029 Notes may be made only by means
of a prospectus supplement and the accompanying prospectus.
For additional information regarding the terms of the Tender
Offers, please contact the lead dealer manager for the Tender
Offers, Citigroup Global Markets Inc., by calling, (800) 558-3745
(toll-free) or (212) 723-6106 (collect) or in writing at Attn:
Liability Management Group, 388 Greenwich Street, 7th Floor, New
York, New York 10013. Requests for a copy of the Offer to Purchase
and Letter of Transmittal can also be obtained from the depositary
and information agent, Global Bondholder Services Corporation, by
calling (212) 430-3774 (banks and brokers) or (866) 470-3700 (all
others).
For additional information regarding the terms of the offering
of the 2029 Notes, you may get any related documents for free by
visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively,
the Company, any underwriter or any dealer participating in the
offering will arrange to send you the preliminary prospectus
supplement and the accompanying prospectus if you request it by
contacting Citigroup Global Markets Inc. c/o Broadridge Financial
Solutions by mail at 1155 Long Island Avenue, Edgewood, NY, 11717,
or by email at prospectus@citi.com; BofA Merrill Lynch by mail at
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte NC
28255-0001, Attn: Prospectus Department, or by email at
dg.prospectus_requests@baml.com; HSBC Securities (USA) Inc. by
calling (866) 811-8049 or J.P. Morgan Securities LLC by mail at c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York, 11717 or by calling (866) 803-9204.
ABOUT L BRANDS:
L Brands, through Victoria’s Secret, PINK and Bath & Body
Works, is an international company. The company operates
2,920 company-owned specialty stores in the United States, Canada,
the United Kingdom and Greater China, and its brands are also sold
in more than 650 franchised locations worldwide. The
company’s products are also available online at
www.VictoriasSecret.com and www.BathandBodyWorks.com.
Forward-Looking Statements
We caution that any forward-looking statements 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 severe weather
conditions, natural disasters, health hazards, terrorist
activities, financial crises, political crises or other major
events, or the prospect of these events;
- the seasonality of our business;
- 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, significant health hazards, environmental hazards or
natural disasters;• 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;
- our ability to retain key personnel;
- our ability to attract, develop and retain qualified associates
and manage labor-related costs;
- 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;
- liabilities arising from divested businesses;
- 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 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.
Additional information regarding these and other factors can be
found in Item 1A. Risk Factors in our 2018 Annual Report on Form
10-K.
For further information, please contact:
L Brands: |
|
Investor Relations |
Media Relations |
Amie Preston |
Tammy Roberts Myers |
(614) 415-6704 |
(614) 415-7072 |
apreston@lb.com |
communications@lb.com |
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