|L Brands Commences Exchange Offers for Certain Outstanding Senior Notes Due 2020, 2021 and 2022|
The purpose of the Offers is to extend the maturity of the debt obligations associated with the Outstanding Notes.
The Offers are being conducted by the Company upon the terms and subject to the conditions set forth in a confidential offering memorandum, dated
The following table sets forth the Outstanding Notes that are subject to the Offers:
Upon the terms and subject to the conditions of the Offers set forth in the Confidential Offering Memorandum, the Company is making three separate exchange offers to eligible holders to exchange the Company’s outstanding (1) 7.000% Senior Notes due 2020, (2) 6.625% Senior Notes due 2021 and (3) 5.625% Senior Notes due 2022 for up to (x)
The total exchange consideration for the Outstanding Notes will be based on a fixed-spread pricing formula using the bid-side yield applicable on the applicable Reference U.S. Treasury Security set forth in the table above and the applicable fixed spread set forth in the table above, and will be calculated at
The New Notes will mature on
The Offers will expire at
The Offers are subject to certain conditions, including (i) the condition that, with respect to all the offers on an aggregate basis, we receive valid tenders on or prior to the early participation date that are not validly withdrawn of enough Outstanding Notes so that at least
The New Notes have not been registered under the Securities Act of 1933 (as amended, the “Securities Act”) or any state securities laws. Therefore, the New Notes may not be offered or sold in
Documents relating to the Offers will only be distributed to holders of the Outstanding Notes that complete and return a letter of eligibility confirming that they are eligible holders. Holders of the Outstanding Notes that desire a copy of the eligibility letter may contact
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Offers are being made solely pursuant to the Confidential Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
We 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:
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. In evaluating those statements, you should specifically consider various factors, including risks and uncertainties discussed in the Confidential Offering Memorandum. Additional information regarding these and other factors can be found in Item 1A. Risk Factors in our 2017 Annual Report on Form 10-K.