L Brands launches tender offers for 2020, 2021, 2022 and 2023 notes

By Marisa Wong

Morgantown, W.Va., June 5 – L Brands, Inc. announced it has begun tender offers to purchase for cash notes from four series.

Specifically, L Brands is offering to purchase (i) any and all of its outstanding 7% senior notes due 2020 and (ii) its outstanding 6 5/8% senior notes due 2021, 5 5/8% senior notes due 2022 and 5 5/8% senior notes due 2023 up to an aggregate principal amount that will not result in an aggregate purchase price, excluding interest, that exceeds $449 million.

The tender offer for the 2020 notes is for the purchase of any and all of the outstanding 2020 notes; the tender offers for the other three series of notes are for the purchase of outstanding notes in an aggregate principal amount that will not result in the waterfall tender cap being exceeded.

The offers will expire at midnight ET at the end of the day on July 2.

The company is offering the following total considerations per $1,000 principal amount, with the notes listed in order of acceptance priority level:

• $1,036.78 for the $338,381,000 outstanding 7% notes due 2020;

• $1,060.00 for the $779,841,000 outstanding 6 5/8% notes due 2021;

• $1,042.50 for the $956.16 million outstanding 5 5/8% notes due 2022; and

• $1,040.00 for the $500 million outstanding 5 5/8% notes due 2023.

The total considerations include an early tender premium of $30 per $1,000 of notes tendered by is 5 p.m. ET on June 18, the early tender date.

Holders tendering after the early tender date will be eligible to receive the tender offer consideration, which is the total consideration less the early tender premium.

The company will also pay accrued interest up to but excluding the applicable settlement date.

Early tendered notes are expected to settle on June 20. Final settlement will be on July 5.

Tenders may be withdrawn on or before 5 p.m. ET on June 18.

The company said it may not accept all notes tendered under the waterfall offers. If the waterfall tender cap is exceeded, tenders will be subject to proration.

The tender offers are not conditioned on any minimum amount of notes being tendered but are subject to a financing condition. The offers are conditioned on L Brands completing a debt financing transaction for proceeds of at least $500 million.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) is the lead dealer manager for the tender offers. Global Bondholder Services Corp. (212 430-3774 for banks and brokers or 866 470-3700 for all others) is the information agent.

Based in Columbus, Ohio, L Brands owns the Victoria’s Secret, PINK and Bath & Body Works brands.

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