L Brands lifts cap of tender for four series of notes to $1 billion

By Wendy Van Sickle

Columbus, Ohio, Sept. 16 – L Brands, Inc. increased to $1 billion the cap of its tender offer for four series of notes on Wednesday evening, according to a press release.

The company announced the tender earlier in the day with an initial cap of $750 million.

The following notes are included in the offers, listed in order of acceptance priority level:

• $860,466,000 of 5 5/8% senior notes due 2022 (Cusip: 532716AU1) for a purchase price of $1,047.50 per $1,000 of notes;

• $500 million of 5 5/8% senior notes due 2023 (Cusip: 501797AJ3) for a purchase price of $1,060 per $1,000 of notes;

• $300 million of 7.6% notes due 2037 (Cusip: 532716AN7) for a purchase price of $950 per $1,000 of notes; and

• $350 million of 6.95% exchange debentures due 2033 (Cusip: 532716AK3) for a purchase price of $920.00 per $1,000 of notes.

The purchase price for each series includes an early tender premium of $50.00 per $1,000 note. Holders who tender notes prior to the early tender time will be eligible to receive the premium, while holders who tender after the early tender time will not be eligible to receive the premium.

Holders will also receive accrued interest.

There is a subcap of $50 million for the 2037 notes and 2033 notes, excluding accrued interest.

The company also announced that it plans to optionally redeem all of its outstanding 6 5/8% senior notes due 2021.

The early tender time is 5 p.m. ET on Sept. 29. Tenders may be withdrawn prior to then, but not after.

The offers will expire at 11:59 p.m. ET on Oct. 14.

Early settlement is set for Oct. 1, and final settlement is set for Oct. 16.

The offers are subject to some conditions, including a new issue of senior debt that would bring in proceeds of at least $1 billion.

L Brands priced an upsized $1 billion issue of 10-year senior notes (B2/B+) at par to yield 6 5/8% in a Wednesday drive-by.

The issue size increased from $750 million.

As part of the tender offers, L Brands is also soliciting consents from holders of the 2022 notes and the 2023 notes for amendments that would, among other things, eliminate some of the restrictive covenants.

Each holder tendering 2022 or 2023 notes under the tender offers must also deliver a consent, and vice versa.

The information agent is Global Bondholder Services Corp. (212 430-3774, 866 470-2200; contact@gbsc-usa.com).

The lead dealer manager is J.P. Morgan Securities LLC (212 834-2045, 866 834-4666).

L Brands is a Columbus, Ohio-based company that operates specialty stores featuring custom brands.

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