COLUMBUS, Ohio, June 29, 2021 (GLOBE NEWSWIRE) L Brands, Inc. (“L Brands”) (NYSE: LB) announced today that its subsidiary, Victoria’s Secret & Co. (“Victoria’s Secret”), is offering to sell $500 million aggregate principal amount of senior notes due 2029 (the “Notes”) in a private placement offering to eligible purchasers, subject to market and other conditions. Victoria’s Secret is a recently formed company, which L Brands intends to separate from its current business by means of a spin-off to its shareholders (the “Separation”).

Upon the completion of the Separation, Victoria’s Secret intends to use the net proceeds from the offering of the Notes, after deducting discounts and commissions to the initial purchasers of the Notes and estimated offering expenses, to fund a portion of a cash payment to L Brands. Pending completion of the Separation, proceeds from the offering of the Notes will be deposited into escrow for the benefit of the holders of the Notes.

The Notes will be senior unsecured obligations. Upon issuance, the Notes will not be guaranteed, however, from and after the date on which the proceeds of the offering are released from escrow, the Notes will be guaranteed by each of Victoria’s Secret’s existing and future wholly-owned domestic restricted subsidiaries that (i) guarantees its senior credit facilities, (ii) is a borrower under its ABL Facility or (iii) guarantees or incurs any other material debt.

The Notes will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The Notes may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act.

ABOUT L BRANDS:

L Brands, through its Bath & Body Works, Victoria’s Secret and PINK brands, is an international company. L Brands operates 2,681 company-operated specialty stores in the United States, Canada and Greater China, in more than 700 franchised locations worldwide and through its websites worldwide.

ABOUT VICTORIA’S SECRET & CO:
Victoria’s Secret is the world’s largest specialty retailer offering a wide assortment of modern, fashion-inspired collections including signature bras, panties, lingerie, casual sleepwear and athleisure, as well as award-winning prestige fragrances and body care. With nearly 1,400 retail stores worldwide and a predominately female workforce of more than 25,000, Victoria’s Secret boasts the largest team of specialty trained bra fit experts worldwide. Victoria’s Secret is committed to inspiring women around the world with products and experiences that uplift and champion them and their journey while creating lifelong relationships and advocating for positive change.