L Brands Announces Pricing of Secondary Offering
14 Julho 2021 - 9:05PM
L Brands, Inc. (“
L Brands”) (NYSE: LB) announced
today the pricing of the previously announced underwritten public
secondary offering of 20,041,646 shares of its common stock (the
“
Offering”) by Leslie H. Wexner and certain
affiliated selling stockholders (collectively, the “
Selling
Stockholders”) at a public offering price of $74.50 per
share, for an aggregate purchase price of $1.49 billion. The
Offering is expected to close on July 19, 2021, subject to
customary closing conditions. L Brands will not receive any
proceeds from the sale of shares by the Selling Stockholders in the
Offering.
As previously announced, subject to and
immediately following the closing of the Offering, L Brands has
agreed to repurchase an aggregate of 10,000,000 shares of its
common stock directly from one of the Selling Stockholders (the
“Repurchase”). The price per share to be paid by
L Brands will be equal to $73.01, which represents the public
offering price in the Offering, less the underwriting discount, for
an aggregate purchase price of $730.1 million. L Brands intends to
fund the Repurchase with cash on hand. The Repurchase is part of
the previously announced $1.5 billion share repurchase program
recently authorized by the Board of Directors.
Following the Offering and the Repurchase, the
Selling Stockholders will have disposed of all of their shares of L
Brands’ common stock, other than 5,000,000 shares.
J.P. Morgan is acting as the sole book-running
manager for the Offering. Goldman Sachs & Co. is acting as an
advisor to L Brands.
The Offering was made pursuant to L Brands’
existing effective shelf registration statement on Form S-3,
including a base prospectus, filed with the Securities and Exchange
Commission (the “SEC”) on January 29, 2019, and a
related prospectus supplement for the Offering. Prospective
investors should read the prospectus supplement and the base
prospectus in that registration statement and other documents L
Brands has filed or will file with the SEC for more complete
information about L Brands and the Offering. You may obtain these
documents for free by visiting EDGAR on the SEC’s website at
www.sec.gov. Alternatively, copies of the prospectus supplement and
the accompanying base prospectus for the Offering may be obtained
by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by
telephone at (866) 803-9204 or by email to
prospectus-eq_fi@jpmchase.com.
This press release shall not constitute an offer
to sell or the solicitation of any offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
ABOUT L BRANDS:
L Brands, through Bath & Body Works,
Victoria’s Secret and PINK, is an international company. The
company operates 2,684 company-operated specialty stores in the
United States, Canada and Greater China, in more than 700
franchised locations worldwide and through its websites
worldwide.
Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995We caution that
any forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) contained in this
press release or made by our company or our management involve
risks and uncertainties and are subject to change based on various
factors, many of which are beyond our control. Accordingly, our
future performance and financial results may differ materially from
those expressed or implied in any such forward-looking statements.
Words such as “estimate,” “project,” “plan,” “believe,” “expect,”
“anticipate,” “intend,” “planned,” “potential” and any similar
expressions may identify forward-looking statements. Risks
associated with the following factors, among others, in some cases
have affected and in the future could affect our financial
performance and actual results and could cause actual results to
differ materially from those expressed or implied in any
forward-looking statements included in this press release or
otherwise made by our company or our management:
- the spin-off of the Victoria’s Secret business (the “spin-off”)
may not be consummated within the anticipated time period or at
all;
- our business may be disrupted in connection with the proposed
spin-off and we could lose revenue as a result of such
disruption;
- the spin-off may not be tax-free for U.S. federal income tax
purposes;
- a loss of synergies from separating the businesses that could
negatively impact the balance sheet, profit margins or earnings of
both businesses or that the companies resulting from the spin-off
do not realize all of the expected benefits of the spin-off;
- the combined value of the common stock of the two
publicly-traded companies will not be equal to or greater than the
value of our common stock had the spin-off not occurred;
- general economic conditions, consumer confidence, consumer
spending patterns and market disruptions including pandemics or
significant health hazards, severe weather conditions, natural
disasters, terrorist activities, financial crises, political crises
or other major events, or the prospect of these events;
- the novel coronavirus (COVID-19) global pandemic has had and is
expected to continue to have an adverse effect on our business and
results of operations;
- the seasonality of our business;
- divestitures or other dispositions, including a spin-off of
Victoria’s Secret and related operations and contingent liabilities
from businesses that we have divested;
- difficulties arising from turnover in company leadership or
other key positions;
- our ability to attract, develop and retain qualified associates
and manage labor-related costs;
- the dependence on mall traffic and the availability of suitable
store locations on appropriate terms;
- our ability to grow through new store openings and existing
store remodels and expansions;
- our ability to successfully operate and expand internationally
and related risks;
- our independent franchise, license and wholesale partners;
- our direct channel businesses;
- our ability to protect our reputation and our brand
images;
- our ability to attract customers with marketing, advertising
and promotional programs;
- our ability to maintain, enforce and protect our trade names,
trademarks and patents;
- the highly competitive nature of the retail industry and the
segments in which we operate;
- consumer acceptance of our products and our ability to manage
the life cycle of our brands, keep up with fashion trends, develop
new merchandise and launch new product lines successfully;
- our ability to source, distribute and sell goods and materials
on a global basis, including risks related to:
- political instability, environmental hazards or natural
disasters;
- significant health hazards or pandemics, which could result in
closed factories, reduced workforces, scarcity of raw materials,
and scrutiny or embargoing of goods produced in infected
areas;
- duties, taxes and other charges;
- legal and regulatory matters;
- volatility in currency exchange rates;
- local business practices and political issues;
- potential delays or disruptions in shipping and transportation
and related pricing impacts;
- disruption due to labor disputes; and
- changing expectations regarding product safety due to new
legislation;
- our geographic concentration of vendor and distribution
facilities in central Ohio;
- fluctuations in foreign currency exchange rates;
- the ability of our vendors to deliver products in a timely
manner, meet quality standards and comply with applicable laws and
regulations;
- fluctuations in product input costs;
- our ability to adequately protect our assets from loss and
theft;
- fluctuations in energy costs;
- increases in the costs of mailing, paper, printing or other
order fulfillment logistics;
- claims arising from our self-insurance;
- our and our third-party service providers’ ability to implement
and maintain information technology systems and to protect
associated data;
- our ability to maintain the security of customer, associate,
third-party and company information;
- stock price volatility;
- our ability to pay dividends and related effects;
- shareholder activism matters;
- our ability to maintain our credit rating;
- our ability to service or refinance our debt and maintain
compliance with our restrictive covenants;
- our ability to comply with laws, regulations and technology
platform rules or other obligations related to data privacy and
security;
- our ability to comply with regulatory requirements;
- legal and compliance matters; and
- tax, trade and other regulatory matters.
We are not under any obligation and do not
intend to make publicly available any update or other revisions to
any of the forward-looking statements contained in this press
release to reflect circumstances existing after the date of this
press release or to reflect the occurrence of future events even if
experience or future events make it clear that any expected results
expressed or implied by those forward-looking statements will not
be realized.
For further information, please contact:
L Brands: |
|
Investor Relations |
Media Relations |
Amie Preston |
Brooke Wilson |
(614) 415-6704 |
(614) 415-6042 |
apreston@lb.com |
communications@lb.com |
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