Victoria's Secret Has a New Owner, Wexner to Exit


Victoria's Secret has been sold - and Les Wexner is stepping aside.

Parent company L Brands sold 55 percent of the intimates giant to Sycamore Partners for $525 million. The deal includes the Pink brand. Victoria's Secret will become a private company, while L Brands' remaining operation, Bath & Body Works, will become a standalone public firm.

Following the transaction, Wexner - who has come under fire over the last 18 months for Victoria's Secret failure to adapt to changing market conditions, his relationship with Jeffrey Epstein and alleged sexual harassment at the company, will transition from chairman and chief executive officer to chairman emeritus of the company he founded.

Allan Tessler, lead independent Board director, said, "The Board undertook a comprehensive review of a broad range of options to best position its brands for long-term success and drive shareholder value. As the Board and its advisers explored these potential alternatives, we received valuable input from a number of shareholders, and we greatly appreciate their support. We are confident that this transformative transaction is the best path forward to strengthen our iconic brands and deliver enhanced value to all L Brands shareholders."

Leslie Wexner, Chairman and Chief Executive Officer of L Brands, stated, "We believe this structure will allow Bath & Body Works - which represents the vast majority of 2019 consolidated operating income - to continue to achieve strong growth and receive its appropriate market valuation. The transaction will also allow the company to reduce debt."

Wexner continued, "We believe the separation of Victoria's Secret Lingerie, Victoria's Secret Beauty and PINK into a privately held company provides the best path to restoring these businesses to their historic levels of profitability and growth. Sycamore, which has deep experience in the retail industry and a superior track record of success, will bring a fresh perspective and greater focus to the business. We believe that, as a private company, Victoria's Secret will be better able to focus on longer-term results. We are pleased that, by retaining a significant ownership stake, our shareholders will have the ability to meaningfully participate in the upside potential of these iconic brands."

"We have long had great respect and admiration for L Brands and its success in building a world-class portfolio of lingerie and beauty brands," said Stefan Kaluzny, Managing Director of Sycamore Partners. "With unmatched global brand awareness and customer loyalty, we believe there is a significant opportunity to reinvigorate growth and improve the profitability of Victoria's Secret. We look forward to partnering with the leadership team to pursue these objectives."

Rumors began whirling in January that the struggling lingerie brand might be in need of a new home. At the time, company representatives said they "would not comment on such rumors."

But offloading Victoria's Secret from L Brands, which also includes Bath & Body Works and Pink in the greater portfolio, seemed imminent. Sales have been declining at Victoria's Secret since 2017 and selling the business was perhaps the quickest way to curb losses.

The sale also comes as the deal between activist investor Barington Capital and L Brands is set to expire. Last year, Barington swooped in, pushing the company to revamp its operations, particularly at Victoria's Secret. (Barington owned 617,800 shares of L Brands, or roughly 0.2 percent, of the firm as of September.) A compromise was reached with Barington becoming an advisor. But that agreement is up for renewal at the end of February.

In addition, four board members are up for renewal at the annual shareholders meeting this April.

"They likely won't get renominated, which changes the structure of the board," said Susan Anderson, equity analyst at B. Riley FBR.

Meanwhile, many critics say Victoria's Secret is out of touch with consumer preferences as shoppers shift towards brands that promote comfort and inclusion.

"I've seen and watched the evolution of the stores at Victoria's Secret," said Helena Kaylin, who worked in research and development, product innovation at Victoria's Secret back in 2004. "Sort of the golden age of Victoria's Secret," she said.

"It's difficult, because I go to the stores now and I've seen this move to, you know, the quality of the fabrics there is not great," added Kaylin, who recently founded her own intimates brand, MINDD Bras.

But Leslie H. Wexner, founder and chairman of L Brands, was not going to relinquish control of the company he built and presided over for more than five decades without a fight.

In fact, the company has employed a number of tricks over the last year to reduce losses and perhaps regain customers - such as re-introducing swimwear on the web site, selling smaller intimates brand La Senza and closing Henri Bendel, canceling the annual fashion show and even hiring Victoria's Secret first plus-size model.

"Victoria's Secret was Wexner's baby, there's no doubt about that," said Craig Johnson, founder and president of Customer Growth Partners, a retail and consumer consulting firm. "But the world has changed.

Even so, Victoria's Secret is still the market share leader in women's intimate apparel, both in the U.S. and internationally - 24 percent of the U.S. market in 2018, down from 32 percent three years earlier, according to market research firm Euromonitor International. Victoria's Secret alone had more than $7.3 billion in revenues for the 12 months ending in February 2019. That's in addition to L Brands other lucrative businesses.

"Victoria's Secret is still a valuable brand," said Howard Meitiner, managing director at Carl Marks Advisors. "One should not write off a brand like this. When you own 24 percent of a market, you've got the base there to rebuild. They have the opportunity to re-introduce themselves to this whole sector of the market because they're known. And they have the revenue to invest."

Even so, many argue that it is going to take a new pair of eyes - among many other changes - to turn things around.

"Change and disruption are much more difficult to achieve from within," Meitiner said. "It's much more difficult for people within the company to reimagine the concept, because you have people within these companies who were authors of the construct that [currently] exists. It's much more difficult to be self-critical than it is for new owners to come in and take a fresh look and give management an unencumbered view of how the company needs to change relative to the competition."

He added that the transformation is going to have to be significant. "They're not going to be able to get where they need to get incrementally," Meitiner said. "They have to start with a whole new revisioning. It isn't easy, which is why they need help. And it's not going to be done overnight."

Those changes include reexamining the cost structure, reevaluating the store fleet, updating the merchandise assortment and fixing the marketing and branding of the company's image. Victoria's Secret could also work with celebrities or well-known influencers to gain new followers. "It's too late to have one with Beyonce or Rihanna," Meitiner said. "But why wouldn't they do other strategic partnerships?

"The thing about turnarounds in general is that when you're trying to do a revisioning of a company or a transformation it is an organization-wide effort," Meitiner continued. "It's not just a c-suite thing. It's every part of the business."

In the meantime, Wall Street has also been growing increasingly impatient with turnaround plans that are taking longer than originally anticipated.

Shares of L Brands are down more than 9 percent year-over-year - or down nearly 75 percent since the company's peak in October 2015.

The new owners then have their work cut out for them - and it's something that might best be done out of the glare of the public eye. Johnson pointed out that going private allows Victoria's Secret to restructure without investors and competitors watching.

But former Victoria's Secret executive Kaylin said the good news is that "there's still a lot of opportunity for them to figure that all out. Because they are such a dominant player and I think there are still a lot of people in the United States who love and trust them, especially in some of these smaller towns in the U.S. It's the one place that they can go and find bras."


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