UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 21, 2021

L Brands, Inc.
(Exact name of registrant as specified in charter)


Delaware
 
001-08344
 
31-1029810
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)


Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43230
Three Limited Parkway(Address of principal executive offices)

(614) 415-7000
(Registrant’s telephone number, including area code)

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 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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 June 21, 2021, L Brands, Inc. (“LB”) issued a press release announcing the filing of a registration statement on Form 10 (“Form 10”) with the Securities and Exchange Commission by Victoria’s Secret & Co. (“VS”) in connection with LB’s previously announced separation of the Victoria’s Secret business into an independent, public company. A copy of the press release is furnished hereto as Exhibit 99.1. In addition, furnished hereto as Exhibit 99.2 is a presentation with information on the planned separation available on the investor relations section of LB’s website.

The information contained in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.
  
Description
 
Press Release issued by L Brands, Inc., dated June 21, 2021, announcing the filing of a registration statement on Form 10 by VS.
 
Supplemental Information Presentation dated June 21, 2021.
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: June 21, 2021 
By:  
/s/ Stuart B. Burgdoerfer
 
 
Name:  
Stuart B. Burgdoerfer
 
 
Title:  
Executive Vice President and Chief Financial Officer