L Brands gets tenders for $944.23 million notes in four series so far

By Angela McDaniels

Tacoma, Wash., June 20 – L Brands, Inc. announced the results so far of its tender offers for four series of notes.

As of the early tender date, 5 p.m. ET on June 18, holders had tendered $212,537,000 of the company’s $338,381,000 outstanding 7% notes due 2020, $329.47 million of its $779,841,000 outstanding 6 5/8% notes due 2021, $299,403,000 of its $956.16 million outstanding 5 5/8% notes due 2022 and $102,823,000 of its $500 million outstanding 5 5/8% notes due 2023.

The 6 5/8% notes, 5 5/8% notes due 2022 and 5 5/8% notes due 2023 (together, the “waterfall notes”) are subject to a maximum aggregate purchase price of $449 million (“waterfall tender cap”).

The company accepted all of the 7% notes and 6 5/8% notes tendered for purchase, $95,694,000 of the 5 5/8% notes due 2022 and none of the 5 5/8% notes due 2023.

The repurchases will leave $125,844,000 of the 7% notes, $450,371,000 of the 6 5/8% notes, $860,466,000 of the 5 5/8% notes due 2022 and $500 million of the 5 5/8% notes due 2023 outstanding.

Because the principal amount of waterfall notes tendered by the early tender date resulted in the waterfall tender cap being exceeded, the company will not accept for purchase any waterfall notes tendered after the early tender date unless the waterfall tender cap is increased.

The tender offers began June 5 and expire at midnight ET at the end of the day on July 2.

Per $1,000 principal amount, the total consideration is $1,036.78 for the 7% notes, $1,060.00 for the 6 5/8% notes, $1,042.50 for the 5 5/8% notes due 2022 and $1,040.00 for the 5 5/8% notes due 2023.

Each total consideration includes an early tender premium of $30.00 per $1,000 of notes tendered by the early tender date.

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.

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.

L Brands priced a $500 million issue of 7½% 10-year senior notes at 98.286 to yield 7¾% in a quick-to-market trade on June 5. They settled June 20.

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 or 866 470-3700) 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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