L Brands, Inc. (NYSE: LB) announced today that it has commenced
tender offers (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 complete terms and conditions of the Tender Offer are set
forth in the Offer to Purchase dated June 5, 2019 and the related
Letter of Transmittal that are being sent to holders of the Notes.
Capitalized terms used in this press release and not defined herein
have the meanings given to them in the Offer to Purchase.
The Tender Offers are commencing today. The Tender Offer for the
2020 Notes is for the purchase of any and all of the outstanding
2020 Notes (the “Any and All Offer”). The Tender
Offers for the Waterfall Notes are for the purchase of outstanding
Waterfall Notes in an aggregate principal amount up to such amount
as will not result in the Waterfall Tender Cap being exceeded (the
“Waterfall Tender
Offers”). The order of priority for the purchase
of Notes in the Tender Offers (the “Maximum
Acceptance Priority
Levels”) is shown in the table below, with 1 being
the highest Acceptance Priority Level and 4 being the lowest
Acceptance Priority Level, as further described in the Offer to
Purchase. It is possible that the company may not accept all
Waterfall Notes tendered under the Waterfall Tender Offers. If the
acceptance of all tenders in the Waterfall Tender Offers would
result in an aggregate purchase price (excluding accrued and unpaid
interest) that exceeds the Waterfall Tender Cap, tenders in respect
of a series of Waterfall Notes will be subject to proration as
described in the Offer to Purchase.
Certain key terms of the Tender Offers are summarized in the
table below:
Title of Notes |
CUSIP Number(1) |
Aggregate Principal Amount Outstanding |
AcceptancePriority Level |
Tender OfferConsideration(2) |
Early TenderPremium(2) |
Total Consideration(2)(3) |
7.000% Senior Notes due 2020 |
532716AS6 |
$338,381,000 |
1 |
$1,006.78 |
$30.00 |
$1,036.78 |
6.625% Senior Notes due 2021 |
532716AT4 |
$779,841,000 |
2 |
$1,030.00 |
$30.00 |
$1,060.00 |
5.625% Senior Notes due 2022 |
532716AU1 |
$956,160,000 |
3 |
$1,012.50 |
$30.00 |
$1,042.50 |
5.625% Senior Notes due 2023 |
501797AJ3 |
$500,000,000 |
4 |
$1,010.00 |
$30.00 |
$1,040.00 |
__________________________________ |
(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. |
(2) |
Per $1,000 principal amount of Notes
validly tendered (and not validly withdrawn) and accepted for
purchase by us. |
(3) |
Includes an Early Tender Premium of $30
for each $1,000 aggregate principal amount of Notes validly
tendered prior to the Early Tender Date referred to below (and not
validly withdrawn) and accepted for purchase by us. |
The consideration for each $1,000 principal amount of Notes
validly tendered and accepted for payment will be determined in the
manner described in the Offer to Purchase. As described in the
Offer to Purchase, tendered Notes may be withdrawn on or before,
5:00 p.m., New York City time, on June 18, 2019 (unless extended),
but may not be withdrawn thereafter, except in limited
circumstances required by law. The Tender Offers will expire at
midnight, New York City time, at the end of the day on July 2,
2019, unless extended (such date and time, as the same may be
extended, the “Expiration Date”)
or earlier terminated by us. In order to receive the applicable
Total Consideration, holders of Notes must validly tender and not
validly withdraw their Notes on or before the Early Tender Date,
which is 5:00 p.m., New York City time, on June 18, 2019, unless
extended. Subject to the terms and conditions of the Tender Offers,
(i) the date of purchase for Notes validly tendered on or before
the Early Tender Date and accepted for purchase is currently
expected to be June 20, 2019 (the “Early Settlement
Date”) and (ii) the date of purchase for Notes validly
tendered on or before the Expiration Date and accepted for purchase
(other than Notes purchased on the Early Settlement Date) is
currently expected to be July 5, 2019 (the “Final
Settlement Date”). All Holders of Notes accepted for
purchase pursuant to the Tender Offers will also receive the
accrued and unpaid interest applicable to such Notes from the last
interest payment date until, but not including, the Early
Settlement Date or Final Settlement Date, as applicable.
The Tender Offers are subject to the satisfaction or waiver of
certain conditions, including the consummation of a debt financing
transaction that provides us with at least $500,000,000 of gross
proceeds.
The company expressly reserves the right for any reason, subject
to applicable law, to extend, abandon, terminate or amend the
Tender Offers. The Tender Offers are not conditioned upon a
minimum amount of Notes being tendered, and there can be no
assurance that the Tender Offers will be subscribed for in any
amount.
Copies of the Offer to Purchase and Letter of Transmittal may be
obtained from the information agent, Global Bondholder Services
Corporation, by calling (212) 430-3774 (banks and brokers) or (866)
470-3700 (all others) or from 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.
This press release shall not constitute an offer to purchase or
a solicitation of an offer to sell with respect to any securities.
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.
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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