Press Release: L Brands Announces Upsize of Previously Announced Tender Offers for 5.625% Senior Notes due 2022, 5.625% Senior Notes due 2023, 7.60% Notes due 2037 and 6.95% Exchange Debentures due 2033
L Brands Announces Upsize of Previously Announced Tender Offers for 5.625% Senior Notes due 2022, 5.625% Senior Notes due 2023, 7.60% Notes due 2037 and 6.95% Exchange Debentures due 2033
COLUMBUS, Ohio, Sept. 16, 2020 (GLOBE NEWSWIRE) -- L Brands, Inc. (NYSE: LB) announced today that, in connection with its offers (the "Tender Offers") to purchase for cash its outstanding (i) 5.625% Senior Notes due 2022 (the "2022 Notes"), (ii) 5.625% Senior Notes due 2023 (the "2023 Notes"), (iii) 7.60% Notes due 2037 (the "2037 Notes") and (iv) 6.95% Exchange Debentures due 2033 (the "2033 Notes" and, together with the 2022 Notes, the 2023 Notes and the 2037 Notes, the "Notes"), it is increasing the maximum aggregate purchase price (excluding accrued and unpaid interest) of the Notes that it will accept for purchase from the previously announced amount of $750 million to $1 billion (as amended herein, the "Maximum Aggregate Purchase Price"). Additionally, the company announced that it is conditioning its obligation to accept for purchase and to pay for any of the Notes in the Tender Offers on the receipt of the proceeds from an issuance of senior unsecured debt securities in an aggregate principal amount of at least $1 billion, on terms and subject to conditions reasonably satisfactory to the company, an increase from the previously announced condition that required such receipt of proceeds to result from an issuance of senior unsecured debt securities in an aggregate principal amount of at least $750 million (as amended herein, the "Financing Condition"). The other terms and conditions of the Tender Offers remain unchanged.
Except as provided above, the complete terms and conditions of the Tender Offers and Consent Solicitations (as defined below) are set forth in the Offer to Purchase and Consent Solicitation Statement dated September 16, 2020 (as amended by this press release, the "Offer to Purchase") that is 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 maximum aggregate purchase price to be paid by the company for the 2037 Notes and 2033 Notes, excluding accrued but unpaid interest, is limited to $50 million (the "Sub-Cap"). Subject to the Maximum Aggregate Purchase Price and/or the Sub-Cap, the amount of a series of Notes that is purchased in the Tender Offers will be based on the order of priority (the "Acceptance Priority Level") for such series of Notes set forth 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 Notes tendered under the Tender Offers. If the acceptance of all tenders in the Tender Offers would result in a maximum aggregate purchase price (excluding accrued and unpaid interest) that exceeds the Maximum Aggregate Purchase Price, tenders will be subject to proration arrangements as described in the Offer to Purchase.
Certain key terms of the Tender Offers are summarized in the table below:
Dollars per $1,000 Principal Amount of Notes Aggregate Principal Amount Acceptance Total CUSIP Outstanding Priority Tender Offer Early Tender Consideration(1)(2)
Series of Notes Number/ISIN ($) Level Consideration(1) ($) Premium ($) ($)
5.625% Senior 532716AU1 / Notes due 2022 US532716AU19 $ 860,466,000 1 $ 997.50 $ 50.00 $ 1,047.50
5.625% Senior 501797AJ3 / Notes due 2023 US501797AJ37 $ 500,000,000 2 $ 1,010.00 $ 50.00 $ 1,060.00
7.60% Notes due 532716AN7 / 2037 US532716AN75 $ 300,000,000 3 $ 900.00 $ 50.00 $ 950.00
6.95% Exchange Debentures due 532716AK3 / 2033 US532716AK37 $ 350,000,000 4 $ 870.00 $ 50.00 $ 920.00
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(1) Does not include accrued but unpaid interest, which will also be payable as provided herein.
(2) Includes an Early Tender Premium of $50 for each $1,000 aggregate principal amount of Notes validly tendered prior to the Early Tender Time 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 purchase 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 September 29, 2020 (unless extended), but may not be withdrawn thereafter, except in limited circumstances required by law. The Tender Offers will expire at 11:59 p.m., New York City time, at the end of the day on October 14, 2020, 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 Time, which is 5:00 p.m., New York City time, on September 29, 2020, 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 Time and accepted for purchase is currently expected to be October 1, 2020 (the "Early Settlement Date") and 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 October 16, 2020 (the "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 Settlement Date, as applicable.
The Tender Offers and Consent Solicitations are subject to the satisfaction or waiver of certain conditions, including the Financing Condition.
As part of the Tender Offers, L Brands, Inc. is also soliciting consents (the "Consent Solicitations") from the holders of the 2022 Notes and the 2023 Notes (collectively, the "Consent Notes") for certain proposed amendments described in the Offer to Purchase that would, among other things, eliminate certain of the restrictive covenants under each indenture governing a series of Consent Notes (the "Proposed Amendments"). Adoption of the Proposed Amendments with respect to each series of Consent Notes requires the requisite consent applicable to each series of Consent Notes as described in the Offer to Purchase (the "Requisite Consent"). Each holder tendering Consent Notes pursuant to the Tender Offers must also deliver a consent to the Proposed Amendments pursuant to the related Consent Solicitation and will be deemed to have delivered their consents by virtue of such tender. Holders may not deliver consents without also tendering their Consent Notes. The Proposed Amendments will not become operative until (i) Consent Notes of the relevant series satisfying the Requisite Consent have been validly tendered and (ii) L Brands, Inc. consummates the Tender Offer with respect to such series of Consent Notes in accordance with its terms and in a manner resulting in the purchase of all Consent Notes of such series validly tendered before the Early Tender Time (if the aggregate purchase price, excluding accrued but unpaid interest, of Notes validly tendered before the Early Tender Time equals or exceeds the Maximum Aggregate Purchase Price) or before the Expiration Date (if it does not). If the Proposed Amendments become operative with respect to a series of Consent Notes, holders of that series of Consent Notes that do not tender their Consent Notes prior to the Expiration Date, or at all, will be bound by the Proposed Amendments, meaning that the remaining outstanding Consent Notes of that series will no longer have the benefit of certain existing covenants contained in the applicable Indenture. In addition, such holders will not receive either the Tender Offer Consideration or the Early Tender Premium.
The company expressly reserves the right for any reason, subject to applicable law, to extend, abandon, terminate or further amend the Tender Offers and Consent Solicitations. The Tender Offers are not conditioned on the tender of any minimum principal amount of Notes, the consummation of any other Tender Offer or obtaining any Requisite Consent.
Copies of the Offer to Purchase may be obtained from the information agent, Global Bondholder Services Corporation, by calling (212) 430-3774 (banks and brokers) or (866) 470-2200 (all others) or by email to contact@gbsc-usa.com or from the lead dealer manager for the Tender Offers: J.P. Morgan Securities LLC, by calling collect at (212) 834-2045 or toll free at (866) 834-4666.
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 the information in this press release is qualified by reference to the Offer to Purchase. 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.
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