8-K
Bath & Body Works, Inc. (BBWI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIESEXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 12, 2021 (March 12, 2021)
| L Brands, Inc. | |||
|---|---|---|---|
| (Exact Name of Registrant<br><br> <br><br><br> <br>as Specified in Its Charter) | |||
| Delaware | |||
| (State or Other Jurisdiction of Incorporation) | |||
| 1-8344 | 31-1029810 | ||
| (Commission File Number) | (IRS Employer Identification No.) | ||
| Three Limited Parkway | |||
| Columbus, | OH | 43230 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(614) 415-7000
(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 |
|---|---|---|
| Common Stock, $0.50 Par Value | LB | The New York Stock Exchange |
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 7.01. Regulation FD Disclosure.
On March 12, 2021, the Company issued a press release announcing a number of actions, including updating its guidance with respect to its first quarter earnings.
Item 8.01. Other Events.
Repayment of Senior Notes due 2022 and Senior Secured Notesdue 2025
On March 12, 2021, the Company announced that it intends to redeem $1.035 billion of debt through a call of all $285 million of its outstanding bonds due February 15, 2022 and all $750 million of its outstanding secured bonds due July 1, 2025. The Company issued this call on March 12, 2021 and anticipates using approximately $1.1 billion in cash to complete the debt repayment.
New Share Repurchase Plan
On March 12, 2021, the Company announced that it intends to enter into a new $500 million share repurchase plan, including the Company’s entry into a $250 million Rule 10b5-1 repurchase plan to effectuate such share repurchase plan. This plan replaces the remaining $79 million under the previously authorized program.
Reinstatement of Annual Dividend
On March 12, 2020, the Company announced the reinstatement of the Company’s annual dividend at $0.60 per share, beginning with the quarterly dividend to be paid in June 2021.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein except with regards to the third paragraph therein regarding first quarter 2021 guidance.
Item 9.01. Financial Statements and Exhibits.
| Exhibit 99.1 | Press Release dated March 12, 2021 entitled “L Brands Announces Actions to Drive Further Shareholder Value.” |
|---|---|
| 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 12, 2021 | By: | /s/ STUART B. BURGDOERFER |
| Stuart B. Burgdoerfer<br><br> <br><br><br> <br>Executive Vice President and Chief Financial Officer |
Exhibit 99.1
LBRANDS ANNOUNCES ACTIONS TO DRIVE FURTHER SHAREHOLDER VALUE
–RAISES FIRST QUARTER EARNINGS GUIDANCE –
Columbus, Ohio (March 12, 2021) — L Brands, Inc. (NYSE: LB) today announced actions it is taking to further enhance shareholder value. The company’s Board of Directors has authorized the following:
| · | The<br> repayment of $1.035 billion of debt through a call of all $285 million of the outstanding<br> bonds due February 15, 2022 and all $750 million of the outstanding secured bonds due<br> July 1, 2025. The company issued this call on March 12, 2021 and anticipates using $1.1<br> billion in cash to complete the debt repayment. |
|---|---|
| · | A<br> new $500 million share repurchase plan (which includes the company’s entry into<br> a Rule 10b5-1 repurchase plan to effectuate share repurchases up to $250 million). This<br> plan replaces the remaining $79 million under the previously authorized program. |
| --- | --- |
| · | A<br> reinstatement of the company’s annual dividend at $0.60 per share, beginning with<br> the quarterly dividend to be paid in June 2021. |
| --- | --- |
Sarah Nash, Board Chair, stated, “L Brands took a series of actions throughout 2020 to improve financial and operational performance, which led to record third and fourth quarter results, increased liquidity, and a year-end cash balance of $3.9 billion. The actions being announced today further support our effort to decrease leverage and enhance returns to shareholders, while better positioning the Bath & Body Works and Victoria’s Secret businesses for separation in August.”
The company is increasing its first quarter earnings guidance from a range of $0.35 to $0.45 to a range of $0.55 to $0.65, excluding any charges related to the early extinguishment of debt.
Andrew Meslow, Chief Executive Officer of L Brands, commented “We are pleased with our quarter-to-date performance at both Bath & Body Works and Victoria’s Secret. While the current environment still presents uncertainty, we have raised our earnings guidance for the first quarter due to strong sales and margin results quarter-to-date, which also contributed to an improvement in our expectations for the remainder of the quarter.”
Implementing the Rule 10b5-1 trading plan allows the company to repurchase shares at times when the company might otherwise be prevented from doing so by securities laws or because of self-imposed trading blackout periods. Share repurchases under the Rule 10b5-1 repurchase plan will be administered through an independent broker and made in the open market and subject to the rules of NYSE and applicable securities laws and regulations.
ABOUTL BRANDS:
L Brands, through Bath & Body Works, Victoria’s Secret and PINK, is an international company. The company operates 2,669 company-operated specialty stores in the United States, Canada and Greater China, in more than 700 franchised locations worldwide and through its websites worldwide.
SafeHarbor 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:
| • | General<br> economic conditions, consumer confidence, consumer spending patterns and market disruptions<br> including pandemics or significant health hazards, severe weather conditions, natural<br> disasters, terrorist activities, financial crises, political crises or other major events,<br> or the prospect of these events; |
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| • | divestitures<br> or other dispositions, including any divestiture of Victoria’s Secret and related<br> operations, could negatively impact our business, and contingent liabilities from businesses<br> that we have sold could adversely affect our financial statements; |
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| • | the<br> seasonality of our business; |
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| • | difficulties<br> arising from turnover in company leadership or other key positions; |
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| • | our<br> ability to attract, develop and retain qualified associates and manage labor-related<br> costs; |
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| • | liabilities<br> arising from divested businesses; |
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| • | the<br> dependence on mall traffic and the availability of suitable store locations on appropriate<br> terms; |
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| • | our<br> ability to grow through new store openings and existing store remodels and expansions; |
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| • | our<br> ability to successfully expand internationally and related risks; |
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| • | our<br> independent franchise, license and wholesale partners; |
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| • | our<br> direct channel businesses; |
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| • | our<br> ability to protect our reputation and our brand images; |
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| • | our<br> ability to attract customers with marketing, advertising and promotional programs; |
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| • | our<br> ability to protect our trade names, trademarks and patents; |
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| • | the<br> highly competitive nature of the retail industry and the segments in which we operate; |
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| • | consumer<br> acceptance of our products and our ability to manage the life cycle of our brands, keep<br> up with fashion trends, develop new merchandise and launch new product lines successfully; |
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| • | our<br> ability to source, distribute and sell goods and materials on a global basis, including<br> risks related to: |
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| • | political<br> instability, environmental hazards or natural disasters; |
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| • | significant<br> health hazards or pandemics, which could result in closed factories, reduced workforces,<br> scarcity of raw materials, and scrutiny or embargoing of goods produced in infected areas; |
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| • | duties,<br> taxes and other charges; |
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| • | legal<br> and regulatory matters; |
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| • | volatility<br> in currency exchange rates; |
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| • | local<br> business practices and political issues; |
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| • | potential<br> delays or disruptions in shipping and transportation and related pricing impacts; |
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| • | disruption<br> due to labor disputes; and |
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| • | changing<br> expectations regarding product safety due to new legislation; |
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| • | our<br> geographic concentration of vendor and distribution facilities in central Ohio; |
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| • | fluctuations<br> in foreign currency exchange rates; |
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| • | stock<br> price volatility; |
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| • | our<br> ability to pay dividends and related effects; |
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| • | our<br> ability to maintain our credit rating; |
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| • | our<br> ability to service or refinance our debt; |
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| • | shareholder<br> activism matters; |
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| • | the<br> ability of our vendors to deliver products in a timely manner, meet quality standards<br> and comply with applicable laws and regulations; |
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| • | fluctuations<br> in product input costs; |
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| • | our<br> ability to adequately protect our assets from loss and theft; |
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| • | fluctuations<br> in energy costs; |
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| • | increases<br> in the costs of mailing, paper and printing; |
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| • | claims<br> arising from our self-insurance; |
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| • | our<br> ability to implement and maintain information technology systems and to protect associated<br> data; |
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| • | our<br> ability to maintain the security of customer, associate, third-party or company information; |
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| • | our<br> ability to comply with laws and regulations or other obligations related to data privacy<br> and security; |
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| • | our<br> ability to comply with regulatory requirements; |
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| • | legal<br> and compliance matters; and |
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| • | tax,<br> trade and other regulatory matters. |
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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 |
