Item 1.01. Entry into a Material Definitive Agreement
Completion of Separation of Victoria's Secret from Bath & Body Works
On August 2, 2021 (the "Distribution Date"), after the New York Stock Exchange
market closing, the previously-announced separation (the "Separation") of
Victoria's Secret & Co. ("Victoria's Secret") from Bath & Body Works, Inc.
(formerly known as L Brands, Inc.) ("Bath & Body Works") was completed. The
separation of Victoria's Secret, which comprises Victoria's Secret Lingerie,
PINK and Victoria's Secret Beauty (the "Spin Business"), was achieved through
Bath & Body Works' distribution (the "Distribution") of 100% of the shares of
Victoria's Secret common stock to holders of Bath & Body Works common stock as
of the close of business on the record date of July 22, 2021 (the "Record
Date"). Bath & Body Works stockholders of record received one share of
Victoria's Secret common stock for every three shares of Bath & Body Works
common stock. Following the Distribution, Victoria's Secret became an
independent, publicly-traded company with its common stock listed under the
symbol "VSCO" on the New York Stock Exchange, and Bath & Body Works retains no
ownership interest in Victoria's Secret.
In connection with the Separation, Victoria's Secret entered into several
agreements with Bath & Body Works on August 2, 2021 that, among other things,
effect the Separation and provide a framework for its relationship with Bath &
Body Works after the Separation, including the following agreements:
? A Separation and Distribution Agreement;
? A Tax Matters Agreement;
? An L Brands to VS Transition Services Agreement;
? A VS to L Brands Transition Services Agreement;
? An Employee Matters Agreement; and
? A Domestic Transportation Services Agreement.
Separation and Distribution Agreement
The Separation and Distribution Agreement governs the overall terms of the
Separation. Generally, the Separation and Distribution Agreement includes Bath &
Body Works' and Victoria's Secret's agreements relating to the restructuring
steps taken to complete the Separation, including the assets and rights
transferred, liabilities assumed and related matters.
The Separation and Distribution Agreement provides for Bath & Body Works and
Victoria's Secret to transfer specified assets between the companies that
operate the Spin Business after the Distribution, on the one hand, and Bath &
Body Works' remaining businesses, on the other hand. The Separation and
Distribution Agreement requires Bath & Body Works and Victoria's Secret to use
commercially reasonable efforts to obtain consents, approvals and amendments
required to assign the assets and liabilities transferred pursuant to the
Separation and Distribution Agreement.
Unless otherwise provided in the Separation and Distribution Agreement or any of
the related ancillary agreements, all assets were transferred on an "as is,
where is" basis. Generally, if the transfer of any assets or any claim or right
or benefit arising thereunder required a consent that was not obtained before
the Distribution, or if the transfer or assignment of any such asset or such
claim or right or benefit arising thereunder was ineffective, adversely affected
the rights of the transferor thereunder or was in violation of any applicable
law, the party retaining any asset that otherwise would have been transferred
shall hold such asset in trust for the use and benefit of the party entitled
thereto and retain such liability for the account of the party by whom such
liability is to be assumed, and take such other action in order to place such
. . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Distribution Date, Bath & Body Works completed the previously-announced
separation of Victoria's Secret. Effective as of 11:59 p.m. Eastern Time on the
Distribution Date, the common stock of Victoria's Secret was distributed, on a
pro rata basis, to Bath & Body Works' stockholders of record as of the close of
business on the Record Date. On the Distribution Date, each of the stockholders
of Bath & Body Works received one share of Victoria's Secret common stock for
every three shares of Bath & Body Works' common stock held by such stockholder
on the Record Date. Fractional shares of Victoria's Secret common stock were not
delivered in the Distribution. Any fractional share of Victoria's Secret common
stock otherwise issuable to a Bath & Body Works stockholder was sold in the open
market on such stockholder's behalf, and such stockholder will receive a cash
payment for the fractional share based on the stockholder's pro rata portion of
the net cash proceeds from sales of all fractional shares.
The Separation was completed pursuant to the Separation and Distribution
Agreement. The description of the Separation included under Item 1.01 of this
Current Report on Form 8-K and the Separation and Distribution Agreement
attached as Exhibit 2.1 to this Current Report on Form 8-K are incorporated by
reference in this Item 2.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K
related to the Credit Agreements, including the information set forth under the
subheading "Credit Agreements," is incorporated by reference in this Item 2.03.
In July 2021, Victoria's Secret completed the previously announced issuance and
sale of $600 million aggregate principal amount of its 4.625% senior notes due
2025 (the "Notes") pursuant to an Indenture dated July 15, 2021 (the
"Indenture") between Victoria's Secret and U.S. Bank National Association, as
trustee (the "Trustee"). The proceeds of the Notes were deposited at issuance
into escrow for the benefit of the holders of the Notes. In connection with the
completion of the Separation, on August 2, 2021, Victoria's Secret, certain
subsidiaries of Victoria's Secret (the "Guarantors") and the Trustee entered
into a supplemental indenture (the "Supplemental Indenture"), which amended and
supplemented the Indenture to add the Guarantors as guarantors of the Notes, and
the proceeds were released from escrow to Victoria's Secret. The foregoing
description is not complete and is subject to, and qualified in its entirety by
reference to the complete text of the Indenture, attached as Exhibit 4.1 hereto,
and the Supplemental Indenture, attached as Exhibit 4.2 hereto, each of which is
incorporated by reference in this Item 2.03. Victoria's Secret used the net
proceeds from the Notes together with the net proceeds from the Term Loan B
Facility to fund a cash payment to Bath & Body Works in connection with the
Separation and to pay offering fees and expenses.
Item 5.01. Changes in Control of Registrant.
Victoria's Secret was a wholly-owned subsidiary of Bath & Body Works immediately
prior to the Distribution. On August 2, 2021, Bath & Body Works completed the
Distribution of 100% of the outstanding capital stock of Victoria's Secret to
holders of Bath & Body Works common stock on the Record Date. Bath & Body Works
holders of record received one share of Victoria's Secret common stock for every
three shares of Bath & Body Works common stock. Following completion of the
Distribution, Victoria's Secret became an independent, publicly-traded company,
and Bath & Body Works retains no ownership interest in Victoria's Secret. The
description of the Separation included under Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
--------------------------------------------------------------------------------
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors
Effective as of 11:59 p.m. Eastern Time on August 2, 2021, Timothy Faber and
Michael Wu (collectively, the "Resigning Directors") resigned from the Board of
Directors (the "Board") of Victoria's Secret. The Resigning Directors'
resignation from the Board was not due to any disagreement with Victoria's
Secret relating to the operations, practices or policies of Victoria's Secret.
Appointment of Directors and Officers
Effective as of 11:59 p.m. Eastern Time on August 2, 2021, Martin Waters, Irene
Chang Britt, Jacqueline Hernandez, Donna A. James, Lauren B. Peters and Anne
Sheehan were appointed as directors of Victoria's Secret. Donna A. James was
appointed Chair of the Board effective as of 11:59 p.m. Eastern Time on August
2, 2021. Sarah Davis, who had been appointed to the Board effective July 16,
2021, continues to serve as a director of Victoria's Secret following the
Distribution.
The Information Statement of Victoria's Secret & Co. included as an exhibit to
the Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 9, 2021 (the "Information Statement") under the section
entitled "Management" contains the biographical information about and
compensation information for the newly appointed directors. Such information is
incorporated by reference in this Item 5.02. There are no arrangements or
understandings between any of the directors named above and any other person
pursuant to which such director was appointed to the Board. There are no other
relationships between the directors named above and Victoria's Secret that would
require disclosure pursuant to Item 404(a) of Regulation S-K.
In connection with their joining the Board, in addition to Ms. Davis who had
previously already been appointed as a member and the Chair of the Audit
Committee, certain other directors of Victoria's Secret were appointed to the
Audit, Human Capital and Compensation, and Nominating and Governance Committees
of the Board (the "Committees") effective as of 11:59 p.m. Eastern Time on
August 2, 2021. The current composition of the Committees is as follows:
? the Audit Committee consists of Donna A. James, Irene Chang Britt, Sarah Davis
and Lauren B. Peters, with Ms. Davis serving as the Chair of the Audit
Committee;
? the Human Capital and Compensation Committee consists of Irene Chang Britt,
Jacqueline Hernandez, Lauren B. Peters and Anne Sheehan, with Ms. Britt serving
as Chair of the Human Capital and Compensation Committee; and
? the Nominating and Governance Committee consists of Donna A. James, Sarah
Davis, Jacqueline Hernandez and Anne Sheehan, with Ms. Sheehan serving as Chair
of the Nominating and Governance Committee.
In addition, effective as of 11:59 p.m. Eastern Time on August 2, 2021, Amy Hauk
was appointed to serve as the Chief Executive Officer of PINK, Gregory Unis was
appointed to serve as the Chief Executive Officer of Victoria's Secret Beauty
and Dein Boyle was appointed to serve as the Chief Operating Officer of
Victoria's Secret. Martin Waters, Chief Executive Officer of Victoria's Secret,
and Timothy Johnson, Chief Financial Officer of Victoria's Secret, who had been
appointed to their respective positions effective July 16, 2021, continue to
serve as Chief Executive Officer and Chief Financial Officer, respectively, of
Victoria's Secret following the Distribution.
The Information Statement under the sections entitled "Management" and
"Compensation Discussion and Analysis" contains the biographical information
about and compensation information for the newly appointed officers,
respectively. Such information is incorporated by reference in this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
In connection with the completion of the Separation, on August 2, 2021,
Victoria's Secret's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws became effective. A summary of the Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws is
included in the Information Statement under the heading "Description of Capital
Stock," which is incorporated by reference in this Item 5.03.
--------------------------------------------------------------------------------
The foregoing descriptions of the Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws are summaries of their material
terms and are not complete and are subject to, and qualified in their entirety
by, the complete text of the Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws which are filed with this Current Report on Form
8-K as Exhibits 3.1 and 3.2, each of which is incorporated by reference in this
Item 5.03.
Item 8.01. Other Events.
On August 3, 2021, Victoria's Secret issued a press release announcing the
completion of the Separation. The full text of the press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
in this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Separation and Distribution Agreement between L Brands, Inc. and Victoria's
3.1 Secret & Co., dated August 2, 2021.
3.2 Amended and Restated Certificate of Incorporation of Victoria's Secret & Co.
Amended and Restated Bylaws of Victoria's Secret & Co.
4.1 Indenture, dated July 15, 2021, among Victoria's Secret, the guarantors named
4.2 therein and U.S. Bank National Association, as trustee.
Supplemental Indenture, dated August 2, 2021, among Victoria's Secret, the
guarantors named therein and U.S. Bank National Association, as trustee.
10.1 L Brands to VS Transition Services Agreement between L Brands, Inc. and
Victoria's Secret & Co., dated August 2, 2021.
10.2 VS to L Brands Transition Services Agreement between L Brands, Inc. and
Victoria's Secret & Co., dated August 2, 2021.
10.3 Tax Matters Agreement between L Brands, Inc. and Victoria's Secret & Co.,
dated August 2, 2021.
10.4 Employee Matters Agreement between L Brands, Inc. and Victoria's Secret & Co.,
dated August 2, 2021.
10.5 Domestic Transportation Services Agreement between Mast Logistics Services,
LLC and Victoria's Secret & Co., dated August 2, 2021.
10.6 First Lien Credit Agreement by and among Victoria's Secret & Co. and the
Lenders named therein and JP Morgan Chase Bank, N.A., dated August 2, 2021.
10.7 Revolving Credit Agreement by and among Victoria's Secret & Co. and the
Lenders named therein and JPMorgan Chase Bank, N.A., dated August 2, 2021.
10.8 Victoria's Secret & Co. 2021 Cash Incentive Compensation Performance Plan.
99.1 Press release issued by Victoria's Secret & Co. dated August 3, 2021,
announcing the completion of the Separation.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
VICTORIA'S SECRET & CO. 
