Subsequent Events

12 Months Ended

Feb. 01, 2020

Victoria's Secret Transaction

On February 20, 2020, the Company and Sycamore entered into a definitive agreement that is intended to deliver long-term value to L Brands, Inc. shareholders by positioning Bath & Body Works as a standalone public company and transitioning Victoria's Secret, including business conducted under the Victoria's Secret and PINK brands and certain support functions, into a privately-held entity.

After taking into account certain liabilities, Sycamore will purchase a 55% interest in Victoria’s Secret for approximately $525 million. The Company will retain a 45% interest in Victoria’s Secret to enable its shareholders to participate in the upside potential of the business. The Company intends to use the proceeds from the transaction, along with excess balance sheet cash, to reduce debt. The transaction is expected to close in the second quarter of 2020, subject to customary closing conditions. The Company will report the results of Victoria's Secret as discontinued operations beginning in the first quarter of 2020. The Company expects to recognize a loss in the first quarter of 2020 as a result of classifying Victoria's Secret as held for sale.

Legal Proceedings

On February 19, 2020, a plaintiff shareholder filed a complaint in the U.S. District Court for the Southern District of Ohio alleging derivative claims on behalf of the Company against certain of its current and former directors and officers. For additional information, see Note 17, "Commitments and Contingencies."

Company Response to Coronavirus

Subsequent to February 1, 2020, the Company announced actions in response to the continued spread of the coronavirus.

On March 16, 2020, in an abundance of caution and as a proactive measure, the Company elected to borrow $950 million from its Secured Revolving Facility, leaving its availability under the Secured Revolving Facility at $22 million.

On March 17, 2020, the Company announced the temporary closure of all Bath & Body Works, Victoria’s Secret and PINK stores in the United States and Canada through March 29, 2020. Associates will continue to receive pay and benefits through April 4, 2020, which is one week longer than originally announced.

Based on the continued spread of the coronavirus and stay-at-home orders by government officials across the country, the Company is extending the closure of its stores beyond the initial March 29th date. As the situation continues to evolve rapidly, the Company is not currently able to predict the timing of store reopenings. However, it is monitoring the situation closely and will provide updates as appropriate. The Company continues to serve customers through its direct channels.

In an effort to further strengthen its financial flexibility and efficiently manage through the pandemic, the Company is proactively taking the following additional actions:


•	Suspending its quarterly cash dividend beginning in the second quarter of fiscal 2020. The Company remains committed to paying dividends over the long-term and will re-evaluate when appropriate.


•	Executing a substantial reduction in expenses and capital expenditures. This includes an ongoing reduction in forward inventory receipts.


•	Temporarily reducing base compensation by 20% for senior vice presidents and above. The cash compensation of Chairman and CEO Leslie H. Wexner and other members of the Board of Directors has been suspended. Additionally, the Company is deferring annual merit increases.

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Furloughing most store associates and those who are not currently working to support the online businesses or who cannot work from home, effective April 5, 2020 until further notice. All furloughed associates will continue to receive existing healthcare benefits. As circumstances change, the Company will make every effort to bring these associates back to work as soon as possible. Furloughed associates will also be able to apply for unemployment benefits, if eligible.

As of March 27, 2020, the Company currently has more than $2 billion in cash, which includes the $950 million borrowed under the Secured Revolving Facility on March 16, 2020. The Company's Secured Revolving Facility has certain financial covenants, including a debt to consolidated EBITDA covenant, which may be breached as early as the end of the fiscal quarter ending May 2, 2020. If the Company were to violate a covenant, its lenders would have the right to accelerate the Company's Secured Revolving Facility indebtedness, demand cash collateral in respect of the letters of credit issued thereunder and terminate the funding commitments available thereunder. While the Company believes that it would be able to obtain temporary waivers for any such breach of a covenant to prevent an acceleration of its outstanding indebtedness or obtain a replacement credit facility, the Company cannot conclude with certainty that it would have the ability to obtain necessary waivers or negotiate less restrictive debt covenants with its lenders. The Company is in active conversations with the lenders

under its credit facility to obtain a replacement credit facility that does not contain a debt to consolidated EBITDA financial covenant or a temporary waiver in respect of such financial covenant in its existing Secured Revolving Facility. The Company believes that its current cash balance, along with the actions taken as outlined above, provides it with sufficient current liquidity.