Current Report Filing (8-k)
July 01 2021 - 6:33AM
Edgar (US Regulatory)
0000701985
false
0000701985
2021-06-29
2021-06-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
July 1, 2021 (June 29, 2021)
L Brands, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
1-8344
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31-1029810
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(Commission File Number)
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(IRS Employer Identification No.)
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Three Limited Parkway
Columbus, OH
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43230
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.50 Par Value
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LB
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The New York Stock Exchange
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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 8.01. Other Events.
On June 29, 2021, L Brands, Inc.
(the “Company”) announced the commencement of, and on June 30, 2021 announced the upsized pricing of, a private
offering of $600 million aggregate principal amount of 4.625% senior notes due 2029 (the “Senior Notes Offering”) by its subsidiary,
Victoria’s Secret & Co. The Notes are being offered for sale to persons reasonably believed to be qualified institutional buyers
in an offering exempt from registration pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Victoria's Secret
& Co. is the recently formed holding company for the Company’s Victoria's Secret business, which the Company intends to separate
into an independent, public company as previously announced.
On June 30, 2021, the
Company also announced that the previously announced syndication by Victoria’s Secret of term loans in an aggregate principal
amount of $400 million (the “Term Loan Facility”) has allocated with an initial interest rate of LIBOR (with a LIBOR
floor of 0.50%) plus 3.25%. The Term Loan Facility will have an original issue discount of 1.00%.
Copies of the press releases
announcing (i) the commencement of the Senior Notes Offering and (ii) the pricing of the Senior Notes Offering and Term Loan Facility
are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated by reference herein.
Neither this Current Report on
Form 8-K or the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2 constitutes an offer to sell or the solicitation of an
offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation
or sale would be unlawful. Any offers of the securities will be made only by means of a private offering memorandum.
Item 9.01. Financial Statements and Exhibits.
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.
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L Brands, Inc.
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Date: July 1, 2021
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By:
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/s/ STUART B. BURGDOERFER
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Stuart B. Burgdoerfer
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Executive Vice President and Chief Financial Officer
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