COLUMBUS, Ohio, July 14, 2021 (GLOBE NEWSWIRE) – L Brands, Inc. (“L Brands“) (NYSE: LB) today announced the price of the previously announced subscribed secondary public offering of 20,041,646 shares of its common stock (the”Offer“) by Leslie H. Wexner and certain affiliated selling shareholders (collectively, the”Selling shareholders) At a public offering price of $ 74.50 per share, for an aggregate purchase price of $ 1.49 billion. The closing of the Offer is scheduled for July 19, 2021, subject to the usual closing conditions. L Brands will not receive any proceeds from the sale of shares by selling shareholders under the offer.
As previously announced, subject to and immediately following the closing of the Offer, L Brands has agreed to repurchase a total of 10,000,000 common shares directly from one of the selling Shareholders (the “Redemption“). The price per share payable by L Brands will be equal to $ 73.01, which represents the public offering price of the Offer, less the subscription discount, for a total purchase price of 730.1 million. dollars. L Brands intends to fund the buyout with cash. The buyback is part of the previously announced $ 1.5 billion share buyback program recently authorized by the board of directors.
Following the Offer and the Redemption, the Selling Shareholders will have sold all of their ordinary shares of L Brands, with the exception of 5,000,000 shares.
JP Morgan is acting as the sole accounting manager of the Offer. Goldman Sachs & Co. is acting as an advisor to L Brands.
The Offer has been made in accordance with L Brands’ existing effective registration statement on Form S-3, including a base prospectus, filed with the Securities and Exchange Commission (the “”SECOND) On January 29, 2019, and a related prospectus supplement for the offering. Prospective investors should read the Prospectus Supplement and Base Prospectus in this registration statement and other documents that L Brands has filed or will file with the SEC for more complete information about L Brands and the Offer. You can obtain these documents free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying base prospectus for the Offer can be obtained by contacting JP Morgan Securities LLC, c / o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, through phone at (866) 803 -9204 or by email at [email protected]
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal. prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT L BRANDS:
L Brands, through Bath & Body Works, Victoria’s Secret and PINK, is an international company. The Company operates 2,684 Company-operated specialty stores in the United States, Canada and Greater China, in more than 700 franchise locations around the world and through its websites around the world.
Safe Harbor Declaration under the Private Securities Litigation Reform Act 1995
We caution that all forward-looking statements (as that 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 in the future. depending on various factors. , many of which are beyond our control. Therefore, our future performance and financial results may differ materially from those expressed or implied in these forward-looking statements. Words such as “estimate”, “project”, “plan”, “believe”, “expect”, “anticipate”, “intend”, “planned”, “” “” and any expression Similar may identify forward-looking statements. The risks associated with the following factors, among others, have in certain cases affected and in the future could affect our financial performance and our actual results and could cause the actual results to differ materially from those expressed or implied in the forward-looking statements included. in this press release or otherwise made by our company or our management:
- the Victoria’s Secret business spin-off (the “spin-off”) may not be completed on time or not at all;
- our business may be disrupted as a result of the proposed spin-off and we could lose revenue as a result of this disruption;
- the spin-off may not be exempt from tax for US federal income tax purposes;
- a loss of synergies resulting from the separation of the activities which could have a negative impact on the balance sheet, the profit margins or the results of the two activities or that the companies resulting from the split do not realize all the expected profits from the split;
- the combined value of the common shares of the two listed companies will not equal or exceed the value of our common shares if the spin-off had not taken place;
- general economic conditions, consumer confidence, consumption patterns and market disruptions, including pandemics or significant health risks, extreme weather conditions, natural disasters, terrorist activities, financial crises, political crises or other major events, or the prospect of such events;
- the global novel coronavirus (COVID-19) pandemic has had and is expected to continue to have a negative effect on our business and operating results;
- the seasonality of our business;
- divestitures or other divestitures, including a spin-off of Victoria’s Secret and related transactions and contingent liabilities of the businesses we divested;
- difficulties resulting from turnover of company executives or other key positions;
- our ability to attract, develop and retain qualified associates and to manage labor costs;
- the dependence on traffic in shopping centers and the availability of suitable store locations on suitable terms;
- our ability to grow through the opening of new stores and the renovation and expansion of existing stores;
- our ability to operate successfully and to expand internationally and the associated risks;
- our independent franchise, licensing and wholesale partners;
- our direct channel activities;
- our ability to protect our reputation and brand images;
- our ability to attract customers with marketing, advertising and promotional programs;
- our ability to maintain, enforce and 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 lifecycle of our brands, keep up with fashion trends, develop new merchandise and successfully launch new product lines;
- our ability to research, distribute and sell goods and materials globally, including risks related to:
- political instability, environmental risks or natural disasters;
- significant health risks or pandemics, which could lead to the closure of factories, reduced manpower, shortage of raw materials and control or embargo on goods produced in infected areas;
- duties, taxes and other charges;
- legal and regulatory issues;
- volatility of exchange rates;
- local business practices and political issues;
- delays or potential disruptions in shipping and transportation and associated price impacts;
- disruptions due to labor disputes; and
- changing expectations regarding product safety as a result of new legislation;
- our geographic concentration of suppliers and distribution facilities in central Ohio;
- fluctuations in foreign currency exchange rates;
- the ability of our suppliers to deliver products on time, meet quality standards and comply with applicable laws and regulations;
- fluctuations in product input costs;
- our ability to adequately protect our assets against loss and theft;
- fluctuations in energy costs;
- increased costs of shipping, paper, printing or other order fulfillment logistics;
- claims arising from our self-insurance;
- our ability and that of our third party service providers to operate and maintain computer systems and to protect associated data;
- our ability to maintain the security of information about customers, associates, third parties and the company;
- volatility of stock prices;
- our ability to pay dividends and related effects;
- questions of shareholder activism;
- our ability to maintain our credit rating;
- our ability to service or refinance our debt and meet our restrictive covenants;
- our ability to comply with laws, regulations and technology platform rules or other obligations related to data privacy and security;
- our ability to comply with regulatory requirements;
- legal and compliance issues; and
- tax, commercial and other regulatory matters.
We have no 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 release. date of this press release or to reflect the occurrence of future events even though experience or future events clearly indicate that the expected results expressed or implied by such forward-looking statements will not be achieved.
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