L Brands, Inc. (NYSE:LB) announced the spin-off of Victoria's Secret Business on May 11, 2021. In a related transaction, L Brands will spin-off of Bath & Body Works business on May 11, 2021. L Brands, Inc. entered into a Separation and Distribution Agreement to spin-off Victoria's Secret Business on May 28, 2021. The spin-off is expected to be effected through a pro-rata distribution to L Brands shareholders of common stock of a newly-formed entity holding certain assets and liabilities comprising the Victoria's Secret business. Victoria's Secret Business will get listed on NYSE under the name Victoria's Secret & Co. and ticker symbol VSCO.

Andrew Meslow, Chief Executive Officer of L Brands, will continue to hold this position and lead Bath & Body Works following the spin-off. Martin Waters, Chief Executive Officer of Victoria's Secret, will continue to lead the new standalone Victoria's Secret business following the separation. Tim Johnson will take the role of Victoria's Secret Chief Financial Officer. As on June 16, 2021, L Brands announced the composition of the Board of Directors for the standalone, publicly traded Victoria's Secret that is expected to be formed through the Company's separation of its Bath & Body Works and Victoria's Secret businesses. The new Victoria's Secret Board is expected to consist of seven directors, six of whom are independent and six of whom are women (including the Chair of the Board). Including two Directors currently serving on the L Brands Board (who will step down from the L Brands Board in connection with the separation), Donna James, Managing Director, Lardon & Associates LLC (Chair of the Board); Irene Chang Britt, Former President, Pepperidge Farm and Senior Vice President, Global Baking and Snacking, Campbell Soup Company; Sarah Davis, Former President, Loblaw Companies Limited; Jacqueline Hernández, Former Chief Marketing Officer, Hispanic Enterprises and Content, NBC Universal; Lauren Peters, Former Chief Financial Officer, Foot Locker, Inc.; Anne Sheehan, Former Chair of the Securities and Exchange Commission's Investor Advisory Committee; and Martin Waters, Chief Executive Officer, Victoria's Secret are the anticipated members of the Victoria's Secret Board following the completion of the separation, which will be achieved through the distribution of 100% of the shares of Victoria's Secret & Co to holders of the Company's common stock on the record date of July 22, 2021. L Brands stockholders of record will receive one share of Victoria's Secret common stock for every three shares of L Brands common stock. The distribution is expected to be completed after the New York Stock Exchange market closing on August 2, 2021. Following the Separation, Victoria's Secret will be an independent, publicly traded company, and the Company will retain no ownership interest in Victoria's Secret. The completion of the distribution is subject to a number of customary conditions, including the Securities and Exchange Commission having declared effective Victoria's Secret's Registration Statement on Form 10, as amended.

The transaction is subject to certain customary conditions, including final approval of the L Brands Board and effectiveness of a Form 10 registration statement filed with the U.S. Securities and Exchange Commission. As of May 11, 2021, Board of Directors had unanimously approved a plan to spin off the businesses. The transaction is expected to be completed in August 2021. As of June 29, 2021, Victoria's Secret & Co. unit is planning to issue $500 million of 8-year bonds in a private placement to fund a portion of a cash payment to L Brands. As of June 30, 2021, offering was upsized to an aggregate principal amount of $600 from $500 million and priced with a coupon of 4.625% in a private placement offering to eligible purchasers. Upon the completion of the Separation, Victoria's Secret intends to use the net proceeds from the offering of the Notes, after deducting discounts and commissions to the initial purchasers of the Notes and estimated offering expenses, to fund a portion of a cash payment to L Brands. Pending completion of the Separation, proceeds from the offering of the Notes will be deposited into escrow for the benefit of the holders of the Notes. Additionally, L Brands announced syndication by Victoria's Secret of term loans in an aggregate principal amount $400 million (the “ Term Loan Facility ”) has allocated with an initial margin of LIBOR (with a LIBOR floor of 0.50%) plus 3.25%. The offering of the Notes is expected to close on July 15, 2021, subject to customary closing conditions. On July 9, 2021, the Board of Directors of L Brands, Inc approved the previously announced separation of its Victoria's Secret business. As of July 13, 2021, record date is set for July 22, 2021.

The Goldman Sachs Group, Inc. (NYSE:GS) and JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisors and William H. Aaronson and Cheryl Chan of Davis Polk & Wardwell is serving as legal counsel to L Brands.
Edward D. Herlihy, Jacob A. Kling, Jeannemarie O'Brien, Scott K. Charles and T. Eiko Stange of Wachtell, Lipton, Rosen & Katz is serving as legal counsel to the independent directors of the Board. American Stock Transfer & Trust Company, LLC acted as transfer agent and registrar to L Brands, Inc.

Bath & Body Works, Inc. (NYSE:BBWI) completed the spin-off of Victoria's Secret Business on August 2, 2021.