L Brands Announces Appointment of Sarah E. Nash as Chair of Board of Directors, Effective as of Close of Victoria’s Secret ...

L Brands, Inc. (NYSE: LB) today announced the appointment of Sarah E. Nash as Chair of the Board of Directors, effective upon the close of the transaction to sell a majority interest in Victoria’s Secret to Sycamore Partners. As previously announced on February 20, 2020, Leslie H. Wexner will step down as Chief Executive Officer and Chairman of L Brands upon the close of the transaction and will remain a member of the Board as Chairman Emeritus.  Additionally, current lead independent director Allan Tessler, as well as directors Gordon Gee and Raymond Zimmerman, will retire as of the date of the Annual Meeting. Upon Mr. Tessler’s retirement, Ms. Nash will serve as lead independent director.

“Sarah has brought fresh perspectives to L Brands since joining the Board last year, and her wealth of experience advising companies in their strategic and financial initiatives make her ideally suited to serve as Chair,” said Tessler. “Following the recently announced transformative transaction with Sycamore, the company is on the best path forward to advance the growth of Bath & Body Works as a standalone company and deliver enhanced value for all L Brands shareholders. We are pleased the Board and management team will continue to benefit from Sarah’s insights and leadership as the organization remains focused on driving the business forward.”

“I am honored to be named Chair of L Brands as the company enters this exciting new chapter in its history,” said Nash. “We continue to make progress towards closing the previously announced transaction with Sycamore. I look forward to working with my fellow Board members and the company’s management team to support the growth and success of L Brands in the years ahead.”

ABOUT SARAH E. NASH:Sarah Nash joined the L Brands Board in May 2019. She is currently the Chair of the Board and Chief Executive Officer of privately held Novagard Solutions, a manufacturer of silicone and thermal sealants, coatings and foam products and has held this position since 2018. Nash spent nearly 30 years in investment banking at JPMorgan Chase & Co. (and predecessor companies), retiring as Vice Chairman, Global Investment Banking, in 2005. Nash currently serves on the board of Blackbaud, Inc., a software company providing technology solutions for the not-for-profit industry, and has done so since 2010, on the board of Knoll, Inc., a designer and manufacturer of lifestyle and workplace furnishings, textiles and fine leathers, and has done so since 2006 and on the board of privately held Irving Oil Company and has done so since 2012. Nash is a trustee of the New York-Presbyterian Hospital, a member of the National Board of the Smithsonian Institution and Chairman of the International Advisory Board of the Montreal Museum of Fine Arts.

ABOUT L BRANDS:L Brands, through Victoria’s Secret, PINK and Bath & Body Works, is an international company.  The company operates 2,920 company-owned specialty stores in the United States, Canada, the United Kingdom and Greater China, and its brands are also sold in more than 700 franchised locations worldwide.  The company’s products are also available online at www.VictoriasSecret.com and www.BathandBodyWorks.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this press release or made by our company or our management involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and any similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this press release or otherwise made by our company or our management:

• the risk that the transactions contemplated by the Transaction Agreement dated as of Feb. 20, 2020 between the company and SP VS Buyer LP (the “Transaction”) is not consummated, including the risk that required regulatory approvals for the Transaction may not be obtained;
• diversion of our management’s attention away from other business concerns due to the Transaction;
• the ongoing obligations of the company in connection with the Transaction;
• general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events;
• the seasonality of our business;
• the dependence on mall traffic and the availability of suitable store locations on appropriate terms;
• our ability to grow through new store openings and existing store remodels and expansions;
• our ability to successfully expand internationally and related risks;
• our independent franchise, license and wholesale partners;
• our direct channel businesses;
• our ability to protect our reputation and our brand images;
• our ability to attract customers with marketing, advertising and promotional programs;
• our ability to protect our trade names, trademarks and patents;
• the highly competitive nature of the retail industry and the segments in which we operate;
• consumer acceptance of our products and our ability to manage the life cycle of our brands, keep up with fashion trends, develop new merchandise and launch new product lines successfully;
• our ability to source, distribute and sell goods and materials on a global basis, including risks related to:
  • political instability, significant health hazards, environmental hazards or natural disasters;
  • duties, taxes and other charges;
  • legal and regulatory matters;
  • volatility in currency exchange rates;
  • local business practices and political issues;
  • potential delays or disruptions in shipping and transportation and related pricing impacts;
  • disruption due to labor disputes; and
  • changing expectations regarding product safety due to new legislation;
• our geographic concentration of vendor and distribution facilities in central Ohio;
• fluctuations in foreign currency exchange rates;
• stock price volatility;
• our ability to pay dividends and related effects;
• our ability to maintain our credit rating;
• our ability to service or refinance our debt;
• shareholder activism matters;
• our ability to retain key personnel;
• our ability to attract, develop and retain qualified associates and manage labor-related costs;
• the ability of our vendors to deliver products in a timely manner, meet quality standards and comply with applicable laws and regulations;
• fluctuations in product input costs;
• our ability to adequately protect our assets from loss and theft;
• fluctuations in energy costs;
• increases in the costs of mailing, paper and printing;
• claims arising from our self-insurance;
• liabilities arising from divested businesses;
• our ability to implement and maintain information technology systems and to protect associated data;
• our ability to maintain the security of customer, associate, third-party or company information;
• our ability to comply with regulatory requirements;
• legal and compliance matters; and
• tax, trade and other regulatory matters.

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

For further information, please contact:                                         L Brands: Investor Relations Amie Preston [phone] [e-mail]

Media Relations Tammy Roberts Myers [phone] [e-mail]