L Brands, Inc. $1 Billion Revolving Credit Facility

Davis Polk advised L Brands, Inc. in connection with its $1 billion amended and restated secured revolving credit facility. This new facility replaces an existing $1 billion secured revolving credit facility, and includes a right for certain of L Brands’ non-U.S. subsidiaries to borrow and obtain letters of credit, which borrowings and letters of credit will be guaranteed by L Brands and its material U.S. subsidiaries, and a right for L Brands to increase the commitments under the facility by $500 million subject to the consent of the lenders providing such additional commitments. Under the new facility L Brands and certain of such foreign subsidiaries may borrow and obtain letters of credit in U.S. dollars and, subject to specified limitations as to the amount of each such currency, Canadian dollars and pounds sterling, and, subject to the consent of the relevant lenders, to add additional currencies and subsidiary borrowers.

L Brands, Inc. is a specialty retailer of women’s intimate and other apparel, beauty and personal care products and accessories under various trade names, including Victoria’s Secret and Bath & Body Works. The company sells its merchandise through retail stores in the United States, Canada, the United Kingdom and through its catalog and online businesses.

The Davis Polk credit team included partner Lawrence E. Wieman and associate Peter T. Bazos. The tax team included partners Neil Barr and Jonathan Cooklin, counsel Craig A. Phillips and associates Arie Rubenstein and Dominic Foulkes. Counsel Jeanine P. McGuinness provided advice with respect to OFAC and USA PATRIOT Act matters. Partner Nick Benham and associate Anne Cathrine Ingerslev provided advice with respect to English law. The Hong Kong team included counsel Margie Chan. The members of the Davis Polk team are based in the New York, Washington DC, London and Hong Kong offices.

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