L Brands Announces Proposed $500 Million Offering of Senior Notes Due 2029
05 June 2019 - 10:33PM
L Brands, Inc. (NYSE: LB) announced today that it is offering to
sell $500 million aggregate principal amount of unsecured senior
notes due 2029 (the “
2029 Notes”)
in a public offering underwritten by Citigroup,
BofA Merrill Lynch, HSBC and J.P. Morgan as
joint-book running managers. The 2029 Notes will be guaranteed by
certain of the company’s subsidiaries.
The company intends to use the net proceeds from the offering of
the 2029 Notes, together with approximately $300 million of cash on
hand (without taking into account additional funds necessary to pay
accrued and unpaid interest on the notes subject to the tender
offers as described herein), to fund tender offers to purchase for
cash (the “Tender Offers”) (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 Tender Offers are being made
pursuant to an Offer to Purchase dated June 5, 2019 and related
letter of transmittal. If the Tender Offers are not consummated or
the net proceeds from the offering of the 2029 Notes exceed the
total consideration payable in the Tender Offers, we intend to use
the remaining net proceeds from the offering to optionally redeem
any and all 2020 Notes that remain outstanding and, to the extent
net proceeds remain, to fund general corporate purposes, which may
include the repayment or repurchase of our other indebtedness.
The offering of the 2029 Notes is not contingent on the
consummation of the Tender Offers or any minimum amount of tenders
in the Tender Offers. The foregoing does not constitute an offer to
purchase, or a notice of redemption or an obligation to issue a
notice of redemption for, the 2020 Notes, the Waterfall Notes or
any other notes.
The company has filed a registration statement (including a
prospectus and related preliminary prospectus supplement for the
offering) with the Securities and Exchange Commission (the “SEC”)
for the offering to which this communication relates. Before you
invest, you should read the preliminary prospectus supplement, the
accompanying prospectus in that registration statement and the
other documents the company has filed with the SEC for more
complete information about the company and this offering. You may
get these 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)
LLC by calling 212-525-5000 (call collect) 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.
This press release shall not constitute an offer to sell nor a
solicitation of 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.
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.
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:
- 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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