Bath & Body Works, Inc 8-K, filed Mar 19, 2020
Bath & Body Works, Inc. (BBWI)
About this 8-K
Bath & Body Works, Inc filed this 8-K on March 19, 2020.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant
as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Drawdown of Secured Revolving Credit Facility
On March 16, 2020, L Brands, Inc. (the “Company”) incurred indebtedness under its Amended and Restated Credit Agreement, dated as of August 13, 2019 (the “Credit Agreement”), among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, in an aggregate principal amount of $950,000,000. As a result of the incurrence described above, there is $21,896,688 unused borrowing capacity under the Credit Agreement.
Item 7.01 Regulation FD Disclosure.
On March 17, 2020, the Company issued a press release announcing a number of actions in response to continued spread of novel coronavirus (“COVID-19”). A copy of the press release is being furnished as Exhibit 99.1 to this Current Report.
Stores Closures and Remote Work
With the wellbeing of its customers, associates and communities as its top priority, and to help limit the spread of the Coronavirus, the Company will temporarily close all Bath & Body Works, Victoria’s Secret and PINK stores in the United States and Canada, effective March 17 through March 29, 2020. Additionally, home office associates have been asked to work from home if possible. All employees will continue to receive pay and benefits during the temporary closure period. These decisions will be re-evaluated as new information becomes available regarding the COVID-19 pandemic.
Subsequent to the issuance of the press release, the Company made the decision to suspend all new e-commerce orders for Victoria's Secret and PINK through March 29, 2020. The Bath & Body Works e-commerce business will continue to operate with prioritization on soaps and hand sanitizers. This business is fulfilled by a third-party whose ability to continue to perform these services may be affected by developing circumstances.
First Quarter 2020 Earnings Guidance Update
Due to the heightened uncertainty relating to the potential impacts of COVID-19 on the Company’s business operations, including its duration and its impact on overall demand for merchandise, the Company is withdrawing the first quarter 2020 earnings guidance issued on February 26, 2020. The Company is not providing an updated outlook at this time.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release of L Brands, Inc., dated March 17, 2020
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| L Brands, Inc. | |||
| Date: | March 19, 2020 | By: | /s/ STUART B. BURGDOERFER |
| Stuart B. Burgdoerfer | |||
| Executive Vice President and Chief Financial Officer |
Exhibit 99.1
L BRANDS PROVIDES COVID-19 RELATED UPDATE
March 17, 2020
COLUMBUS, Ohio, March 17, 2020 (GLOBE NEWSWIRE) -- L Brands, Inc. (NYSE: LB) today announced a number of actions in response to the continued spread of novel coronavirus (COVID-19).
Store Closures and Remote Work
With the wellbeing of its customers, associates and communities as its top priority, and to help limit the spread of the Coronavirus, L Brands will temporarily close all Bath & Body Works, Victoria’s Secret and PINK stores in the United States and Canada, effective March 17 through March 29, 2020. Additionally, home office associates have been asked to work from home if possible. All employees will continue to receive pay and benefits during the temporary closure period. These decisions will be re-evaluated as new information becomes available regarding the COVID-19 pandemic. The company will continue to serve customers through its direct channels, www.BathandBodyWorks.com and www.VictoriasSecret.com.
Drawdown of Secured Revolving Credit Facility
As previously disclosed, the company has access to a Secured Revolving Credit Facility, which has an aggregate size of $1 billion and expires in May 2024. In an abundance of caution and as a proactive measure, on March 16, 2020, the company elected to draw down $950 million from its Revolving Credit Facility. After the drawdown, the company has more than $2 billion in cash.
First Quarter 2020 Earnings Guidance Update
Due to the heightened uncertainty relating to the potential impacts of COVID-19 on the company’s business operations, including its duration and its impact on overall demand for merchandise, the company is withdrawing the first quarter 2020 earnings guidance issued on Feb. 26, 2020. The company is not providing an updated outlook at this time.
ABOUT L BRANDS:
L Brands, 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 also sold in more than 700 franchised locations worldwide. The company’s products are also available online at www.VictoriasSecret.com and www.BathandBodyWorks.com.
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:
| l | the risk that the transactions contemplated by the Transaction Agreement dated as of Feb. 20, 2020 between the company and SP VS Buyer LP (the “Transaction”) is not consummated, including the risk that required regulatory approvals for the Transaction may not be obtained; |
| l | diversion of our management’s attention away from other business concerns due to the Transaction; |
| l | the ongoing obligations of the company in connection with the Transaction; |
| l | general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events; |
| l | the seasonality of our business; |
| l | the dependence on mall traffic and the availability of suitable store locations on appropriate terms; |
| l | our ability to grow through new store openings and existing store remodels and expansions; |
| l | our ability to successfully expand internationally and related risks; |
| l | our independent franchise, license and wholesale partners; |
| l | our direct channel businesses; |
| l | our ability to protect our reputation and our brand images; |
| l | our ability to attract customers with marketing, advertising and promotional programs; |
| l | our ability to protect our trade names, trademarks and patents; |
| l | the highly competitive nature of the retail industry and the segments in which we operate; |
| l | 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; |
| l | our ability to source, distribute and sell goods and materials on a global basis, including risks related to: |
| l | political instability, significant health hazards, environmental hazards or natural disasters; |
| l | duties, taxes and other charges; |
| l | legal and regulatory matters; |
| l | volatility in currency exchange rates; |
| l | local business practices and political issues; |
| l | potential delays or disruptions in shipping and transportation and related pricing impacts; |
| l | disruption due to labor disputes; and |
| l | changing expectations regarding product safety due to new legislation; |
| l | our geographic concentration of vendor and distribution facilities in central Ohio; |
| l | fluctuations in foreign currency exchange rates; |
| l | stock price volatility; |
| l | our ability to pay dividends and related effects; |
| l | our ability to maintain our credit rating; |
| l | our ability to service or refinance our debt; |
| l | shareholder activism matters; |
| l | our ability to retain key personnel; |
| l | our ability to attract, develop and retain qualified associates and manage labor-related costs; |
| l | the ability of our vendors to deliver products in a timely manner, meet quality standards and comply with applicable laws and regulations; |
| l | fluctuations in product input costs; |
| l | our ability to adequately protect our assets from loss and theft; |
| l | fluctuations in energy costs; |
| l | increases in the costs of mailing, paper and printing; |
| l | claims arising from our self-insurance; |
| l | liabilities arising from divested businesses; |
| l | our ability to implement and maintain information technology systems and to protect associated data; |
| l | our ability to maintain the security of customer, associate, third-party or company information; |
| l | our ability to comply with regulatory requirements; |
| l | legal and compliance matters; and |
| l | 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 | Tammy Roberts Myers |
| (614) 415-6704 | (614) 415-7072 |
| apreston@lb.com | communications@lb.com |
Source: L Brands, Inc.