Attached files
file | filename |
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EX-4.1 - EXHIBIT 4.1 - Bath & Body Works, Inc. | dp16826_ex0401.htm |
EX-99.1 - EXHIBIT 99.1 - Bath & Body Works, Inc. | dp16826_ex9901.htm |
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): March 8, 2010
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
1-8344
|
31-1029810
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
Three
Limited Parkway
Columbus,
OH
|
43230
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(614)
415-7000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
¨
|
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))
|
Item
1.01 Entry into a Material Definitive Agreement
On March 8, 2010, Limited Brands, Inc.
(“Limited Brands” or the
“Company”) entered into
an amendment and restatement (the “Amendment”) of its amended and
restated revolving credit agreement dated as of February 19, 2009 (as amended
and restated, the “Credit
Agreement”) among the Company, JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent, and the Lenders party
thereto. A copy of the Amendment is attached hereto as Exhibit 4.1
and is incorporated herein by reference.
The Amendment extends by
two years (until August 1, 2014) the termination date of the Commitments under
the Existing Credit Agreement of Lenders who consent to the Amendment and
reduces the aggregate amount of such Commitments from $873,333,333 to
$800,000,000. The termination date (August 3, 2012) and aggregate
principal amount ($126,666,667) of the Commitments of non-consenting Lenders are
unchanged by the Amendment. The Amendment establishes two Classes of Loans under
the Credit Agreement, Class A Loans to be made by Lenders who consent to the
Amendment, and Class B Loans, to be made by non-consenting Lenders. The
Amendment reduces the aggregate amount of the Commitments of the Lenders under
the Credit Agreement from $1,000,000,000 to $926,666,667.
Additionally, the Amendment modifies
the covenants limiting Investments and Restricted Payments to provide that
Investments and Restricted Payments may be made, without limitation on amount,
if (i) at the time of and after giving effect to such Investment or Restricted
Payment the ratio of Consolidated Debt to Consolidated EBITDA for the most
recent four quarter period is less than 3.0 to 1.0 and (ii) no Default or Event
of Default exists.
The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of the Amendment, which is filed as Exhibit 4.1
hereto. Capitalized terms not defined herein have the meanings set
forth in the Credit Agreement.
Item
1.02 Termination of a Material Definitive Agreement.
As a condition to the effectiveness of
the Amendment, on March 8, 2010, the Company repaid all obligations accrued and
owing under that certain Amended and Restated Term Loan Credit Agreement, dated
as of February 19, 2009 among the Company, JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders party thereto, which amounts to
approximately $200,000,000 repaid under the Term Loan Credit
Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by this item is included in Item 1.01 of this Current
Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
|
Exhibit
No.
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Description
|
|
4.1
|
Amendment
and Restatement Agreement dated as of March 8, 2010, among Limited
Brands, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent.
|
|
99.1
|
Press
Release dated March 8, 2010 announcing Amendment and Extension to Credit
Agreement.
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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.
Limited
Brands, Inc.
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||||
Date:
March 8, 2010
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By
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/s/
Stuart B. Burgdoerfer
|
||
Stuart
B. Burgdoerfer
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||||
Executive
Vice President and Chief Financial Officer*
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*
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Mr. Burgdoerfer
is the principal financial officer and the principal accounting officer
and has been duly authorized to sign on behalf of the
Registrant.
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