L Brands’ $500 Million Notes Offering


Davis Polk advised L Brands, Inc. in connection with its SEC-registered offering. Cravath, Swaine & Moore LLP advised the underwriters on the transaction.

The offering consited of $500 million aggregate principal amount of 7.500% senior notes due 2029 and its concurrent cash tender offer to purchase any and all of its outstanding 7.000% senior notes due 2020 and its outstanding 6.625% senior notes due 2021, 5.625% senior notes due 2022 and 5.625% senior notes due 2023 up to a waterfall cap. The notes are guaranteed by certain subsidiaries of L Brands, Inc. The concurrent cash tender offer will be funded, together with available cash, with the proceeds of the notes offering.

L Brands, Inc., through Victoria’s Secret, PINK and Bath & Body Works, is an international company. The Company operates 2,920 company-owned specialty stores in the United States, Canada, the United Kingdom and Greater China, and its brands are sold in more than 650 franchised locations worldwide.

Citigroup Global Markets Inc. acted as the lead dealer manager, and BofA Securities, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as dealer managers, for the Tender Offers.

The Davis Polk capital markets team included partner Deanna L. Kirkpatrick (Picture) and associates Jennifer Ying Lan, Gil Savir and Max J. Linder. Partner David H. Schnabel and associate Summer Xia provided tax advice. Associate J. Taylor Arabian provided 1940 Act advice.

Involved fees earner: Taylor Arabian – Davis Polk & Wardwell; Deanna Kirkpatrick – Davis Polk & Wardwell; Max Linder – Davis Polk & Wardwell; Gil Savir – Davis Polk & Wardwell; David Schnabel – Davis Polk & Wardwell; Summer Xia – Davis Polk & Wardwell; Jennifer Ying Lan – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: L Brands, Inc.;

Author: Ambrogio Visconti