Bath & Body Works announces early tender results, subcap reached

Chicago, Sept. 2 – Bath & Body Works, Inc. announced the early results of its capped tender offer for up to $500 million of notes from three series, according to a press release on Thursday.

The company was offering to buy notes from its 5 5/8% senior notes due 2023 (Cusip: 501797AJ3), 9 3/8% senior notes due 2025 (Cusip: 501797AU8, U51407AD3) and 6.694% senior notes due 2027 (Cusip: 501797AQ7, 501797AP9, U51407AC5).

Noteholders tendered $270,129,000 of the 2023 notes. The company is accepting all of the notes tendered so far for purchase. After the buyback there will be $49,556,000 of the notes outstanding.

The maximum aggregate amount of 2025 notes and 2027 notes to be purchased is limited to $180 million, according to a press release.

The subcap was reached by the early deadline.

The 2025 notes offer was oversubscribed, so acceptance of tenders for the series will be prorated, and as a result the tendered lower-ranking, in terms of acceptance priority order, 2027 notes will not be accepted.

Of the $424,232,000 tendered 2025 notes, the company will accept $180 million (the subcap) of the notes, applying a proration factor of 42.5%. After the notes are repurchased, there will be $320 million of the notes outstanding.

Consequently, none of the $140.63 million 2027 notes tendered will be accepted for purchase. There will be the same $297,405,000 notes outstanding when the offer concludes.

The early deadline, and withdrawal deadline, was 5 p.m. ET on Sept. 1.

Early settlement is scheduled for Sept. 3.

The offer ends at 11:59 p.m. ET on Sept. 16. No more notes will be accepted for purchase, though, from the 2025 series or the 2027 series. Final settlement is planned for Sept. 20.

As previously reported, the company was offering to pay:

• $1,102.50 for the $319,685,000 outstanding 2023 notes;

• $1,300 for the $500 million outstanding 2025 notes; and

• $1,190 for the $297,405,000 outstanding 2027 notes.

The total consideration includes an early tender premium of $50 per $1,000 of notes tendered by the early tender deadline.

The company will also pay accrued interest to but excluding the applicable settlement date.

Citigroup Global Markets Inc. (212 723-6106 or 800 558-3745) is the lead dealer manager for the tender offers.

Global Bondholder Services Corp. (212 430-3774 for banks and brokers or 866 470-2200 for all others; contact@gbsc-usa.com) is the information agent.

The home and personal fragrance products retailer is based in Columbus, Ohio.

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