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): August 13, 2019
 
  L Brands, Inc.  
 

(Exact Name of Registrant

as Specified in Its Charter)

 
 
  Delaware  
  (State or Other Jurisdiction of Incorporation)  
 
1-8344   31-1029810
(Commission File Number)   (IRS Employer Identification No.)
 

Three Limited Parkway

Columbus, OH

  43230
(Address of Principal Executive Offices)   (Zip Code)
 
  (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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:
 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.50 Par Value   LB   The New York Stock Exchange

 

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 1.01 Entry into a Material Definitive Agreement.

 

On August 13, 2019, L Brands, Inc. (“L Brands” or the “Company”) entered into an amendment and restatement (the “Amendment”) of its amended and restated revolving credit agreement dated as of May 11, 2017 (as amended and restated, the “Credit Agreement”) among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto. A copy of the Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

 

Pursuant to the Credit Agreement, the aggregate amount of Commitments of the Lenders under the Credit Agreement remains $1,000,000,000. The Credit Agreement (i) increases the ratio of consolidated debt to consolidated EBITDA that permits the Company to make unlimited investments and restricted payments from 3.00 to 1.00 to 3.50 to 1.00, (ii) changes the Company’s ability to make restricted payments from an aggregate amount over the life of the revolving credit facility not to exceed the greater of (a) $1,000,000,000 and (b) 12.0% of Consolidated Total Assets to an aggregate amount per fiscal year of the Company not to exceed $400,000,000 and (iii) extends the maturity date of the facility from May 11, 2022 to August 13, 2024.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment. Capitalized terms not defined herein have the meanings set forth in the Credit Agreement.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information required by this item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit 4.1 Amendment and Restatement Agreement dated August 13, 2019 among L Brands, Inc., a Delaware corporation, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent”), in respect of the Amended and Restated Revolving Credit Agreement dated as of May 11, 2017 among the Company, the lenders from time to time party thereto and the Administrative Agent.

 

 

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. 

 

      L Brands, Inc.
       
       
Date:  August 14, 2019 By: /s/ STUART B. BURGDOERFER
      Stuart B. Burgdoerfer
      Executive Vice President and Chief Financial Officer

 

 

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