L Brands offers $700 million of new notes for three existing notes

New York, May 31 – L Brands, Inc. announced an exchange in which it is offering up to $700 million of new notes due January 2027 and cash for three series of existing notes.

The exchange is intended to extend the maturity of the company’s debt, according to a news release.

L Brands’ exchange covers its existing notes as follows, in order of priority:

• $400 million of 7% senior notes due 2020. For each $1,000 principal amount, the company will issue $850 of new notes and pay a cash amount to be set using a spread of 50 basis points over the 1.375% Treasury due April 30, 2020;

• $1 billion of 6 5/8% senior notes due 2021. For each $1,000 principal amount, the company will issue $850 of new notes and pay a cash amount to be set using a spread of 80bps over the 2.25% Treasury due March 31, 2021; and

• $1 billion of 5 5/8% senior notes due 2022. For each $1,000 principal amount, the company will issue $950 of new notes and pay a cash amount to be set using a spread of 190 basis points over the 2% Treasury due Feb. 15, 2022.

All the amounts include an early tender premium of $50.00 per $1,000 principal amount which will only be paid to holders who tender by the early deadline of 5 p.m. ET on June 13.

The tenders end at 11:59 p.m. ET on June 27.

Pricing will be set at 11 a.m. ET on June 14.

In addition to the overall $700 million cap, no more than $100 million of the new notes will be issued in exchange for the 5 5/8% notes.

Notes will be accepted in order of priority but notes tendered before the early deadline will have priority over those tender after, regardless of their priority ranking.

The new notes will mature on Jan. 15, 2027 and will have a coupon equal to the bid-side yield of the 10-year Treasury note on the pricing date plus 375 bps.

Conditions to the tender include that at least $300 million of new notes be issued and that the pricing levels would not result in the new notes and the outstanding notes being treated as “substantially different” under ASC 470-50 and that any new notes issued on the final settlement date be treated as part of the same issue as those issued on the early settlement date for federal income tax purposes.

The new notes will be not be registered under the 1933 Securities Act and the exchange is being conducted under Rule 144A and Regulation S.

D.F. King & Co. at (212 269-5550, 888 548-6498, lb@dfking.com or www.dfking.com/lb) is the information agent.

L Brands is based in Columbus, Ohio and owns the Victoria’s Secret, PINK, Bath & Body Works, La Senza and Henri Bendel brands.

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