L Brands Announces Proposed $750 Million Offering of Senior Secured Notes Due 2025 and $500 Million Offering of Senior Notes Due 2025

COLUMBUS, Ohio, June 04, 2020 (GLOBE NEWSWIRE) -- L Brands, Inc. (NYSE: LB) announced today that it is offering to sell $750 million aggregate principal amount of senior secured notes due 2025 (the “Secured Notes”) and $500 million aggregate principal amount of senior notes due 2025 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”) in a private placement offering to eligible purchasers, subject to market and other conditions. The Notes will be guaranteed by each of the company’s domestic subsidiaries that guarantees or is a borrower under its ABL Facility or guarantees or incurs any other material debt.

The Secured Notes will be senior secured obligations and will be secured on a first-priority lien basis by substantially all of the assets of the company and the guarantors (other than certain excluded assets, including stock of certain subsidiaries), other than inventory, receivables and related assets (which secure our ABL Facility on a first-priority lien basis) and on a second-priority lien basis by such ABL Facility collateral, in each case, subject to certain exceptions. The Unsecured Notes will be senior unsecured obligations.

The Notes will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The Notes may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act.

The company intends to use the net proceeds from the offering, after deducting discounts and commission to the initial purchasers and estimated offering expenses, (i) to repurchase or redeem all of our outstanding 2021 Notes and to pay any related premiums and expenses in connection therewith and (ii) to fund approximately $200 million of retirement plan obligations and (iii) for general corporate purposes, including to refinance other indebtedness with a near-term maturity date.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. In addition, this press release is not an offer to purchase or a notice of redemption with regard to any securities. The offering is made only by, and pursuant to, the terms set forth in the related offering memorandum. The offering is not being made to persons 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.