L Brands, Inc. (NYSE:LB) Files An 8-K Entry into a Material Definitive AgreementItem 8.01 Entry into a Material Definitive Agreement.
to the previously announced offering of $500million aggregate principal amount of 5.250% Senior Notes due 2028 (the “Notes”) to be issued by L Brands, Inc. (the “Company”), the Company and U.S. Bank National Association, as trustee (the “Trustee”) entered into a second supplemental indenture, dated as of January23, 2018 (the “Second Supplemental Indenture”) to the senior debt indenture dated as of June16, 2016 (as previously amended, supplemented or otherwise modified from time to time, the “Base Indenture” and together with the Second Supplemental Indenture, the “Indenture”), providing for the issuance of the Notes. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees” and, together with the Notes, the “Securities”) by certain of the Company’s subsidiaries (collectively, the “Guarantors”).
The Notes will bear interest at a fixed rate of 5.250% per annum, and interest will be payable semi-annually in arrears on February1 and August1 of each year, beginning on August1, 2018, until the maturity date of February1, 2028. The Company may redeem the Notes at such times and on the terms provided for in the Indenture. The Indenture also contains certain covenants as set forth in the Indenture and requires the Company to offer to repurchase the Notes upon certain change of control events.
The Base Indenture and the Second Supplemental Indenture (including the form of Notes) are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
The above-mentioned offering was made to an effective shelf registration statement on Form S-3 (File No.333-209236) filed by the Company and the Guarantors. The Terms Agreement, dated as of January8, 2018 (together with the Underwriting Agreement Basic Provisions attached thereto as Annex A, the “Underwriting Agreement”), by and among the Company, the Guarantors and the underwriters named therein, is filed as Exhibit 1.1 to this Current Report on Form 8-K. Opinion of counsel for the Company and the Guarantors is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 8.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated as of January8, 2018, by and among L Brands, Inc., the guarantors named therein and the underwriters named therein. |
| 4.1 | Senior Debt Indenture, dated as of June 16, 2016, between L Brands, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to the Current Report on Form 8-K filed on June16, 2016). |
| 4.2 | Second Supplemental Indenture, dated as of January23, 2018, by and among L Brands, Inc., the guarantors named therein and U.S. Bank National Association, as trustee. |
| 5.1 | Opinion of Davis Polk& Wardwell LLP with respect to the Securities. |
| 23.1 | Consent of Davis Polk& Wardwell LLP (included in Exhibit 5.1). |
L Brands, Inc. ExhibitEX-1.1 2 d527009dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 L BRANDS,…To view the full exhibit click here
About L Brands, Inc. (NYSE:LB)
L Brands, Inc. operates specialty retail business. The Company is focused on women’s intimate and other apparel, personal care and beauty categories. The Company operates through three segments: Victoria’s Secret, Bath & Body Works, and Victoria’s Secret and Bath & Body Works International. Victoria’s Secret segment includes PINK, which is the specialty retailer of women’s intimate and other apparel with collections, fragrances, supermodels and runway shows. Bath & Body Works segment is the specialty retailer of home fragrance and personal care products, including shower gels, lotions, soaps and sanitizers. Victoria’s Secret and Bath & Body Works International segment includes the Victoria’s Secret and Bath & Body Works company-owned and partner-operated stores outside of the United States and Canada. The Company operates the retail brands, which include Victoria’s Secret, Bath & Body Works, La Senza and Henri Bendel. Henri Bendel is an operator of over 30 specialty stores.
