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Victoria’s Secret Sale to Private Equity Firm Falls Apart

The plan to sell Victoria’s Secret to a private equity firm was mutually terminated on Monday after the buyer, Sycamore Partners, tried to back out of the deal because it said it did not agree with steps the lingerie brand took in response to the coronavirus pandemic.

L Brands, which also owns Bath & Body Works, had agreed in February to sell a majority of Victoria’s Secret to Sycamore Partners for about $525 million. The transaction was expected to close in the second quarter. But as the pandemic forced Victoria’s Secret and many other retailers to temporarily close stores and furlough employees, Sycamore had second thoughts. The firm first tried to renegotiate the purchase, and then filed suit in Delaware to terminate the agreement, claiming L Brands had breached the terms of the deal. L Brands countersued, calling the attempt “invalid.”

In a statement on Monday, Sarah Nash, a director at L Brands and the company’s incoming chairwoman, cited the “extremely challenging business environment” for retailers as part of its decision to put an end to the deal.

“Our board believes that it is in the best interests of the company, our stockholders and our associates to focus our efforts entirely on navigating this environment to address those challenges and positioning our brands for success rather than engaging in costly and distracting litigation to force a partnership with Sycamore,” Ms. Nash said.

L Brands and Sycamore said that they would settle the litigation and that neither party would pay termination fees. The decision comes as a bit of a surprise, given that L Brands’ lawyers had seemingly accounted for the outbreak in the acquisition agreement. Language in the agreement essentially said that even if a pandemic struck, Sycamore would be legally obligated to complete the deal.

After the sale closed, the plan was for L Brands to remain a public company consisting of Bath & Body Works while Sycamore worked to revive Victoria’s Secret as a private company.

The acquisition had major implications for the company and its chief executive, Leslie H. Wexner, a storied 82-year-old retail magnate who has recently faced serious questions about his leadership. Questions have arisen about the company’s internal culture and Mr. Wexner’s relationship with the disgraced financier Jeffrey Epstein, a convicted sex offender. Mr. Wexner was expected to step down as C.E.O. and chairman upon the closing of the sale and retain a board seat at L Brands. Ms. Nash was then expected to become the chairwoman of L Brands.

On Monday, L Brands said that it planned to move forward with establishing Bath & Body Works as a “pure-play public company” and was taking “necessary steps” to prepare Victoria’s Secret to operate as a separate company. It also said that Mr. Wexner would step down as planned. Andrew Meslow, the current chief executive of Bath & Body Works, will become the C.E.O. of L Brands.

Stuart Burgdoerfer, who is currently the chief financial officer of L Brands, was appointed as interim chief executive of Victoria’s Secret, effective immediately. He will continue to be the C.F.O. of L Brands and report to Mr. Meslow and Ms. Nash.

The leadership changes will go into effect as of May 14, the day of the company’s annual shareholder meeting. The company said it would share additional details on its strategy during its next earnings call on May 21.

“The company will continue to take proactive measures to appropriately manage costs and expenditures to ensure liquidity in light of the ongoing Covid-19 pandemic, while also continuing to take steps to improve the brands’ performance,” L Brands said in the statement.

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U.S. Retail Crisis Deepens as Hundreds of Thousands Lose Work

Macy’s and Gap said on Monday that they planned to furlough much of their work forces, a stark sign of how devastating the coronavirus will be for major retailers and their workers who sell clothing, accessories and other discretionary goods.Macy’s, which said the cuts would affect the “ …

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Victoria’s Secret Sale Caps End of Wexner’s Retail Empire

For decades Leslie H. Wexner helped shape the modern shopping mall, his brands populating the space between department stores — Victoria’s Secret, Abercrombie & Fitch, Express, Bath & Body Works and more.

But as the standards of beauty changed in the fashion industry and the internet spawned new competitors to mall chains, Mr. Wexner, the chairman and chief executive of the retailing empire L Brands, struggled to keep up. At the helm of a company that catered to women but was run largely by men, Mr. Wexner lost touch with what women wanted.

On Thursday, he said he would step down from the top job at L Brands and sell a controlling stake in Victoria’s Secret, its crown jewel.

Mr. Wexner’s departure ends an era in retailing and caps a troubled year in which his close ties to the disgraced financier Jeffrey Epstein and revelations about an entrenched culture of misogyny at Victoria’s Secret were thrust into the spotlight. On Thursday, L Brands said it would sell 55 percent of Victoria’s Secret to Sycamore Partners, a private equity firm that has been snapping up struggling retailers.

The longest-serving chief executive in the S&P 500, Mr. Wexner will become chairman emeritus of L Brands when the $525 million purchase is completed, helping oversee just one of what was once a large stable of brands: Bath & Body Works. It is a muted exit for an 82-year-old billionaire who was once called the “Merlin of the mall.”

With his keen eye for the evolving tastes of American consumers, Mr. Wexner expanded L Brands into a behemoth from a single clothing store, the Limited, which he started in 1963 in Columbus, Ohio. He helped turn that city into a retail capital, and exerted vast influence in the state, doling out big donations to arts organizations, hospitals, universities and politicians.

He made his most important acquisition in 1982 when he bought Victoria’s Secret, a company that has helped define female sexiness for millions of men and women. For models, becoming one of the brand’s “Angels” all but guaranteed international fame.

“There’s no question that, professionally, he has been critical in creating retail as we know it today,” said Simeon Siegel, a managing director at BMO Capital Markets who covers retail and e-commerce. “The amount of companies that owe their existence to his expertise and ability to know what the consumer wanted — or even to tell the consumer what they wanted — cannot be contested.”

But in recent years, the approach that helped establish Mr. Wexner’s success began to seem out of touch. Under his leadership, Victoria’s Secret failed to keep pace with evolving beauty ideals and refused to embrace a broader range of body types and gender identities. Sales have been falling in recent years, and the company has been forced to close stores.

Investors and analysts have also criticized Victoria’s Secret for having few women in its top management. A string of female executives who pushed to reposition the brand left or were forced out, according to interviews with dozens of former and current employees.

Last year, Victoria’s Secret canceled its famous annual fashion show after a nearly two-decade run on broadcast television, and cut its headquarters staff by 15 percent.

Then last summer Mr. Epstein was accused of sex trafficking. The charges put a spotlight on Mr. Wexner’s long relationship with Mr. Epstein, who died in a Manhattan jail cell in August. Mr. Wexner has sought to distance himself from the financier, saying he had no knowledge of Mr. Epstein’s crimes.

The two men were unusually close. Mr. Wexner employed Mr. Epstein as a personal adviser for years, handing him sweeping powers over his finances, philanthropy and private life. Mr. Epstein obtained a mansion in Manhattan, a luxury estate in Ohio and a private plane — possessions worth roughly $100 million today — that were previously owned by Mr. Wexner or his companies.

Three L Brands executives said Mr. Wexner was alerted in the mid-1990s that Mr. Epstein was posing as a recruiter of young women for Victoria’s Secret, but did not appear to act on the complaints.

After Mr. Epstein’s arrest, L Brands said its board had hired the law firm Davis Polk & Wardwell to investigate the matter. A spokeswoman for L Brands, Tammy Roberts Myers, declined on Thursday to answer questions about the investigation.

The New York Times reported this month that the brand has for years had an entrenched culture of misogyny, bullying and harassment. The report was based on interviews with more than 30 current and former executives, employees, contractors and models, as well as court filings and other documents.

In a statement issued at the time, the independent directors on the L Brands board said that the company was focused on corporate governance, workplace and compliance practices and that it had made significant strides.

Mr. Wexner’s retailing empire grew out of a modest store he started after a disagreement with his father, who ran a clothing store named Leslie’s. His father carried a wide variety of merchandise, but Mr. Wexner argued that women really wanted to buy “sportswear” — a term at the time for skirts, sweaters and shirts. At the age of 26, he opened the Limited in a Columbus mall with the help of a $5,000 loan from his aunt.

Early on, he developed a reputation for working with his buyers to identify potential hits and moving quickly to offer them to customers. Lee Peterson, an executive vice president at WD Partners, a strategy, design and architecture firm, who worked for the Limited in the 1980s, said Mr. Wexner would quiz employees about what items were selling at Monday evening meetings.

“We would hold up merchandise and talk about what sold and didn’t sell, and he would only be interested in certain things,” Mr. Peterson said. “His first question was always, ‘What’d you pay for that?’ Then: ‘What’d you sell it for? How many did you sell? What would it take for you to sell 10,000 of those?’”

Mr. Peterson added: “If you didn’t know all the answers, he’d get super angry, but for Les, the thing was everything was so simple and so clear and easy for him. It was part of his DNA.”

The Limited, which was part of a wave of specialty chains like Gap and Banana Republic, opened its 100th store in 1976. But Mr. Wexner’s ambitions were bigger than a single label. By 1990, he had also purchased Henri Bendel, Abercrombie & Fitch and Lane Bryant and opened the Limited Too and Bath & Body Works.

But unlike some other retail moguls, Mr. Wexner, who has four children with his wife, Abigail, has long been a relatively private person. He did not appear in ads or write books about his business philosophy. He expressed an almost slavish devotion to L Brands. “If you want to torture me,” Mr. Wexner told The Times in 1986, “take my work away.”

While Mr. Wexner built a name by buying up chains, he also earned a reputation for spinning them off at just the right moment, taking Abercrombie public and selling Lane Bryant and New York & Company.

He was not sentimental about these transactions: While L Brands spent much of its existence as Limited Inc. and Limited Brands, the company sold its last remaining stake in the Limited chain to a private equity firm in 2010. The timing was right as shopping habits changed and fast-fashion chains like H&M began expanding aggressively.

L Brands has mainly focused on lingerie and home products in recent years. Despite its challenges, the company is still a major force. Sales totaled $13.2 billion in 2018, according to its most recent annual report, though its profit fell about 34 percent to $644 million. Bath & Body Works, which will remain public, has fared better than Victoria’s Secret.

In selling control of Victoria’s Secret to Sycamore, Mr. Wexner has turned his prized asset over to a financial firm that has struck deal after deal to acquire struggling brands. The firm, led by Stefan Kaluzny, has bought Hot Topic, Talbots and Staples and acquired assets from bankrupt retailers like Coldwater Creek. One of Sycamore’s first acquisitions was a 51 percent stake in Mast Global Fashions, now known as MGF Sourcing, L Brands’ sourcing business.

Some analysts and people who have done business with Sycamore have criticized it for excessively cutting costs and engaging in risky financial maneuvers. Sycamore surprised Wall Street last year by refinancing the debt of Staples in a transaction that helped pay for a $1 billion dividend to the private equity firm.

Sycamore has said little about its plans for Victoria’s Secret, and it is unclear how it might go about turning around the business.

Through the L Brands board, Mr. Wexner could continue to influence the successful Bath & Body Works chain, but he will not have any direct involvement with Victoria’s Secret. The L Brands board, which has been criticized for being too close to Mr. Wexner, will also replace three longtime directors, further reducing his influence.

When describing the last year of Mr. Wexner’s career, Mr. Peterson, his former employee, called it “30 years of brilliance crashing to a halt.”

He added, “What a tragic ending to a really brilliant story.”

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Wexner Is Expected to Step Down as Victoria’s Secret Goes Private

Leslie H. Wexner is expected to step down as the chief executive of L Brands, the retail empire he built with his purchase of Victoria’s Secret in 1982, and the lingerie brand plans to go private in a sale to Sycamore Partners that could be announced as early as Thursday, according to three people with knowledge of the deal.

Mr. Wexner, 82, is the longest-serving chief executive in the S&P 500. He turned Victoria’s Secret into the world’s most recognizable lingerie brand before facing serious questions about his leadership based on the company’s internal culture and his relationship with the disgraced financier Jeffrey Epstein.

The publicity-shy Mr. Wexner has come under intense scrutiny in the past year for his deep ties to Mr. Epstein and the flailing performance of Victoria’s Secret. L Brands, formerly known as Limited Brands, owns Victoria’s Secret and Bath & Body Works.

Sycamore will buy 55 percent of Victoria’s Secret, which was valued at $1.1 billion, according to one of the people with knowledge of the deal who spoke on condition of anonymity because it had not been announced. Mr. Wexner will remain on the L Brands board and retain stakes in both Victoria’s Secret and Bath & Body Works, the person said. Bath & Body Works will remain public.

News of the expected sale was first reported by The Wall Street Journal.

Mr. Wexner’s business savvy and sharp eye for the tastes of American consumers made him a billionaire and a retail industry icon. Over the years, he has been described as “one of the great merchant princes of the late 20th century,” a “rag-trade revolutionary” and the “Merlin of the mall.”

But the executive’s legacy has been tainted by his connection to Mr. Epstein, who died in a Manhattan jail cell in August while facing federal sex-trafficking charges. Mr. Wexner has sought to distance himself from the financier and emphasized that he had no knowledge of Mr. Epstein’s suspected activities.

Mr. Wexner employed Mr. Epstein as a personal adviser for years, handing him sweeping powers over his finances, philanthropy and private life. Mr. Epstein was empowered to borrow money on behalf of Mr. Wexner and sign Mr. Wexner’s tax returns, as well as hire people and make acquisitions. Over the years, Mr. Epstein obtained a mansion in Manhattan, a luxury estate in Ohio and a private plane — possessions worth roughly $100 million today — that had previously been owned by Mr. Wexner or his companies.

Details of the relationship added to the challenges of L Brands, where Victoria’s Secret has been struggling to keep up with changing notions of female beauty and representation in advertising. Victoria’s Secret is the company’s crown jewel. It is the world’s dominant specialty retailer for lingerie, with billions of dollars in revenue every year, and a pop-culture phenomenon. The supermodels selected to represent the brand — known as “Angels” — had long helped shape the ideals of beauty and sexiness for many Americans.

But it canceled its famous annual fashion show last year after a nearly two-decade run on broadcast television and conducted layoffs. The largely male management of L Brands has come under fierce criticism, especially as Victoria’s Secret has struggled.

The New York Times reported this month that Victoria’s Secret has for years had an entrenched culture of misogyny, bullying and harassment, based on interviews with more than 30 current and former executives, employees, contractors and models, as well as court filings and other documents. The culture was presided over by Mr. Wexner and Edward Razek, the chief marketing officer of L Brands who was the subject of numerous complaints that went unheeded. (Mr. Razek said the allegations against him were “categorically untrue.”)

In response to questions from The Times, Tammy Roberts Myers, a spokeswoman for L Brands, provided a statement at the time on behalf of the board’s independent directors. She said the company “is intensely focused” on corporate governance, workplace and compliance practices and that it had “made significant strides.”

“We regret any instance where we did not achieve this objective and are fully committed to continuous improvement and complete accountability,” she said.

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A Top L Brands Executive Complained of Harassment. Then She Was Locked Out.

In the more than two years since Harvey Weinstein was exposed as a sexual predator, the #MeToo movement has wrought a revolution in corporate governance — or so it would seem.

Corporations have diversified their boards with experts on inclusion. Board members have attended harassment training sessions and updated codes of conduct. Procedures have been established for handling complaints that reach the board. A key tenet: No one who brings a credible allegation to the board should face retaliation.

Then there’s L Brands.

As the holding company for Victoria’s Secret and Bath & Body Works, major brands with a heavily female clientele, L Brands “should be especially sensitive” to how allegations of gender discrimination and sexual misconduct are handled, said Charles M. Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. The scrutiny the company has undergone since public disclosure of the inexplicably close ties between the sex criminal Jeffrey Epstein and Leslie H. Wexner, L Brands’ chief executive, chairman and major shareholder, should only have heightened board concerns and sensitivities, he added.

Last year, L Brands took what seemed like significant steps to address its lack of diverse views and persistent claims of board cronyism with Mr. Wexner. It added two prominent women as independent board members: Anne Sheehan, a longtime advocate of good corporate governance, and Sarah E. Nash, a former J.P. Morgan executive and the chief executive of Novagard Solutions. Already on board was Patricia S. Bellinger, who is chief of staff to Harvard University’s president, Lawrence Bacow, and an expert on diversity and inclusion.

“We strictly prohibit retaliation for reporting concerns,” L Brands says on its website. “Anyone who retaliates or tries to retaliate against an individual who raises a concern in relation to this policy or who participates in the investigation, will be subject to disciplinary action up to and including termination of employment.”

Which makes L Brands’ recent treatment of one of its highest-ranking female executives, Monica Mitro, all the more troublesome.

Ms. Mitro was until last fall the executive vice president of public relations for Victoria’s Secret. She was a well-known figure in fashion and media circles who had spent decades at the company.

But for years, Ms. Mitro suffered verbal abuse at the hands of Ed Razek, her boss and a top executive at L Brands, according to colleagues who witnessed numerous instances of mistreatment. At times, they said, Ms. Mitro was left in tears.

Mr. Razek was the subject of repeated complaints, including trying to kiss models, get them to sit on his lap and making unwanted advances, The New York Times reported this weekend. An employee’s human resources complaint that was reviewed by The Times listed more than a dozen allegations, including demeaning comments and inappropriate touching of women. Mr. Razek said the allegations against him were “categorically untrue, misconstrued or taken out of context.”

Last fall, not long after Mr. Razek left the company and as rumors of imminent layoffs in Ms. Mitro’s marketing area were swirling, she decided it was time to speak up.

She didn’t think she could trust human resources, according to people familiar with her thinking, so she took her complaints of sexual harassment and gender discrimination — involving her and others — to someone she believed would inform the board of directors.

That person, according to people familiar with the exchange, was David A. Kollat, who had recently stepped down after 43 years on the boards of L Brands and its predecessors. He and Ms. Mitro had become close over her long tenure at the company, and she spoke with him directly.

Before stepping down, Mr. Kollat had been an independent director at L Brands, even though he was widely known to be close to Mr. Wexner. He had worked directly under Mr. Wexner for 10 years, serving as executive vice president for Mr. Wexner’s retail chain, The Limited.

It isn’t clear exactly what Mr. Kollat did with the information that Ms. Mitro provided. Ms. Mitro was not available for comment. Mr. Kollat, who is also the lead director at the footwear maker Wolverine Worldwide, did not respond to multiple messages. And Tammy Myers, a spokeswoman for L Brands, declined to say, citing a confidentiality agreement.

Mr. Elson, the Delaware professor, said the proper course would have been for Mr. Kollat to inform the appropriate board committee (typically, the audit committee) and for the board to hire outside counsel to look into the matter.

“The responsibility of the board is to conduct a thorough, independent investigation,” Mr. Elson said. “Under no circumstances should it punish or retaliate against the person bringing the complaint or appear to do so.”

The first inkling that Ms. Mitro was in trouble came the day after her complaint.

An L Brands facilities manager told her how sorry she was: Ms. Mitro’s name was on a list of employees whose access to the building was about to be terminated, according to people familiar with the day’s events. Later that day, the head of human resources at Victoria’s Secret told Ms. Mitro that she was being placed on paid administrative leave, these people said. Ms. Mitro wasn’t told why.

Ms. Mitro’s colleagues never saw her in the office again, leaving many colleagues with the impression that L Brands had retaliated against her, according to co-workers at the time.

The suddenness with which Ms. Mitro was locked out and the lack of an explanation raise serious questions about L Brands’ commitment to its policy of protecting against retaliation.

How did Mr. Kollat handle her complaint? Instead of his former board colleagues, did he go directly to Mr. Wexner, or someone close to him? It is almost inconceivable that Ms. Mitro — a senior executive at Mr. Wexner’s flagship brand — would have been locked out of the building without his knowledge or approval.

Two people familiar with the board’s deliberations said Ms. Mitro’s complaint did reach the board — but only after Ms. Mitro was gone.

It’s not unheard-of for companies to place an employee on leave, but Ellen Zucker, an expert on employment law and a partner at the law firm Burns & Levinson, called the L Brands scenario “a textbook case of how not to handle a sexual harassment complaint” after I described it to her. “It’s especially important to guard against anything that might look like retaliation.”

Mr. Elson, the Delaware professor, called it “absolutely not the right response.”

“This is the kind of thing that happened 20 years ago,” he said.

In response to my questions, Ms. Myers, the L Brands spokeswoman, said the company and its board were determined to do better. In a statement — made on behalf of the board’s independent directors — she said the company was “intensely focused” on issues that affect its 90 percent female work force.

“With the adoption in recent years of even more robust anti-harassment policies, hotline reporting and training, we have made significant strides in ensuring that the company provides a safe, welcoming, and empowering workplace for every associate,” she said. “We regret any instance where we did not achieve this objective and are fully committed to continuous improvement and complete accountability.”

Ms. Zucker said it was all too common that companies choose to protect high-ranking executives rather than those employees who bring complaints against them.

“One reason retaliation claims are so prevalent is that it’s human nature to protect the people you know and like,” she said. “The challenge for any governing body is that’s precisely the inclination you have to guard against.”

It’s rare that details of retaliation claims ever become publicly known, though. Such claims, or even the hint of them, raise the specter of a lawsuit, which companies quickly try to head off.

That’s exactly what happened here.

Ms. Mitro hired lawyers at Browne George Ross, a law firm in Los Angeles, and, according to people close to her, recently reached a settlement with L Brands that bars her from disclosing the terms or discussing her claims.

That silence speaks volumes.

Jessica Silver-Greenberg contributed reporting.

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‘Angels’ in Hell: The Culture of Misogyny Inside Victoria’s Secret

Victoria’s Secret defined femininity for millions of women. Its catalog and fashion shows were popular touchstones. For models, landing a spot as an “Angel” all but guaranteed international stardom.

But inside the company, two powerful men presided over an entrenched culture of misogyny, bullying and harassment, according to interviews with more than 30 current and former executives, employees, contractors and models, as well as court filings and other documents.

Ed Razek, for decades one of the top executives at L Brands, the parent company of Victoria’s Secret, was the subject of repeated complaints about inappropriate conduct. He tried to kiss models. He asked them to sit on his lap. He touched one’s crotch ahead of the 2018 Victoria’s Secret fashion show.

Executives said they had alerted Leslie Wexner, the billionaire founder and chief executive of L Brands, about his deputy’s pattern of behavior. Some women who complained faced retaliation. One model, Andi Muise, said Victoria’s Secret had stopped hiring her for its fashion shows after she rebuffed Mr. Razek’s advances.

A number of the brand’s models agreed to pose nude, often without being paid, for a prominent Victoria’s Secret photographer who later used some pictures in an expensive coffee-table book — an arrangement that made L Brands executives uncomfortable about women feeling pressured to take their clothes off.

The atmosphere was set at the top. Mr. Razek, the chief marketing officer, was perceived as Mr. Wexner’s proxy, leaving many employees with the impression he was invincible, according to current and former employees. On multiple occasions, Mr. Wexner himself was heard demeaning women.

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Credit…Astrid Stawiarz/Getty Images for Fragrance Foundation

“What was most alarming to me, as someone who was always raised as an independent woman, was just how ingrained this behavior was,” said Casey Crowe Taylor, a former public relations employee at Victoria’s Secret who said she had witnessed Mr. Razek’s conduct. “This abuse was just laughed off and accepted as normal. It was almost like brainwashing. And anyone who tried to do anything about it wasn’t just ignored. They were punished.”

The interviews with the models and employees add to a picture of Victoria’s Secret as a troubled organization, an image that was already coming into focus last year when Mr. Wexner’s ties to the sex criminal Jeffrey Epstein became public. Mr. Epstein, who managed Mr. Wexner’s multibillion-dollar fortune, lured some young women by posing as a recruiter for Victoria’s Secret models.

L Brands, the publicly traded company that also owns Bath & Body Works, is on the brink of a high-stakes transition. The annual Victoria’s Secret fashion show has been canceled after nearly two decades on network TV. Mr. Razek, 71, stepped down from L Brands in August. And Mr. Wexner, 82, is exploring plans to retire and to sell the lingerie company, people familiar with the matter said.

As those plans progress, L Brands’ treatment of women is likely to come under even closer scrutiny.

In response to detailed questions from The New York Times, Tammy Roberts Myers, a spokeswoman for L Brands, provided a statement on behalf of the board’s independent directors. She said that the company “is intensely focused” on corporate governance, workplace and compliance practices and that it had “made significant strides.”

“We regret any instance where we did not achieve this objective and are fully committed to continuous improvement and complete accountability,” she said. The statement did not dispute any of The Times’s reporting.

Mr. Razek said in an email: “The accusations in this reporting are categorically untrue, misconstrued or taken out of context. I’ve been fortunate to work with countless, world-class models and gifted professionals and take great pride in the mutual respect we have for each other.” He declined to comment on a detailed list of allegations.

Thomas Davies, a spokesman for Mr. Wexner, declined to comment.

Victoria’s Secret, which Mr. Wexner bought for $1 million in 1982 and turned into a lingerie powerhouse, is struggling.

The societal norms defining beauty and sexiness have been changing for years, with a greater value on a wide range of body types, skin colors and gender identities. Victoria’s Secret hasn’t kept pace. Some of its ad campaigns, for example, seem more like a stereotypical male fantasy — the director Michael Bay filmed a TV spot in which scantily clad models strutted in front of helicopters, motorcycles and fiery explosions — than a realistic encapsulation of what women want.

With its sales declining, Victoria’s Secret has been closing stores. Shares of L Brands have fallen more than 75 percent from their 2015 peak.

Six current and former executives said in interviews that when they tried to steer the company away from what one called its “porny” image, they were rebuffed. Three said they had been driven out of the company.

Criticism of Victoria’s Secret’s anachronistic marketing went viral in 2018 when Mr. Razek expressed no interest in casting plus-size and “transsexual” models in the fashion show.

Then, last summer, Mr. Epstein was charged with sex trafficking, and the festering business problems at Victoria’s Secret escalated into a public crisis.

Mr. Wexner and Mr. Epstein had been tight. The retail tycoon gave the financier carte blanche to manage his billions, elevating Mr. Epstein’s stature and affording him an opulent lifestyle. Mr. Wexner has said he and Mr. Epstein parted ways around 2007, the year after Florida prosecutors charged him with a sex crime.

On multiple occasions from 1995 through 2006, Mr. Epstein lied to aspiring models that he worked for Victoria’s Secret and could help them land gigs. He invited them for auditions, which at least twice ended with Mr. Epstein assaulting them, according to the women and court filings.

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Credit…Patrick McMullan, via Getty Images
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Credit…Stephane Cardinale/Sygma, via Getty Images

“I had spent all of my savings getting Victoria’s Secret lingerie to prepare for what I thought would be my audition,” a woman identified as Jane Doe said in a statement read aloud last summer in a federal court hearing in the Epstein case. “But instead it seemed like a casting call for prostitution. I felt like I was in hell.”

Three L Brands executives said Mr. Wexner was alerted in the mid-1990s about Mr. Epstein’s attempts to recruit women. The executives said there was no sign that Mr. Wexner had acted on the complaints.

After Mr. Epstein’s arrest last summer, L Brands said, it hired the law firm Davis Polk & Wardwell to conduct “a thorough review” of the matter at the request of its board of directors. The exact focus of the review is unclear. Mr. Epstein committed suicide in jail in August while he awaited trial on federal sex-trafficking charges.

Davis Polk has worked for L Brands for years. Mr. Wexner’s wife, Abigail, previously worked at the firm. Dennis S. Hersch, a former L Brands board member and a financial adviser to the Wexners, was a longtime partner at Davis Polk. The law firm also has contributed money to Ohio State University’s Wexner Center for the Arts.

Employees interviewed for this article said Davis Polk had not contacted them.

A Davis Polk spokeswoman didn’t respond to requests for comment.

“With the exception of Les, I’ve been with L Brands longer than anyone,” Mr. Razek wrote to employees in August when he announced he was leaving the company he had joined in 1983.

Mr. Razek was instrumental in selecting the brand’s supermodels — known as “Angels” and bestowed with enormous, feathery wings — and in creating the company’s macho TV ads.

But his biggest legacy was the annual fashion show, which became a global cultural phenomenon.

“That’s really where he sunk his teeth into the business,” said Cynthia Fedus-Fields, the former chief executive of the Victoria’s Secret division responsible for its catalog. By 2000, she said, Mr. Razek had grown so powerful that “he spoke for Les.”

Sometimes Mr. Wexner spoke for himself.

In March, at a meeting at Victoria’s Secret headquarters in Columbus, Ohio, an employee asked Mr. Wexner what he thought about the retail industry’s embrace of different body types. He was dismissive.

“Nobody goes to a plastic surgeon and says, ‘Make me fat,’” Mr. Wexner replied, according to two attendees.

Mr. Razek often reminded models that their careers were in his hands, according to models and current and former executives who heard his remarks.

Alyssa Miller, who had been an occasional Victoria’s Secret model, described Mr. Razek as someone who exuded “toxic masculinity.” She summed up his attitude as: “I am the holder of the power. I can make you or break you.”

At castings, Mr. Razek sometimes asked models in their bras and underwear for their phone numbers, according to three people who witnessed his advances. He urged others to sit on his lap. Two models said he had asked them to have private dinners with him.

One was Ms. Muise. In 2007, after two years of wearing the coveted angel wings in the Victoria’s Secret runway show, the 19-year-old was invited to dinner with Mr. Razek. She was excited to cultivate a professional relationship with one of the fashion industry’s most powerful men, she said.

Mr. Razek picked her up in a chauffeured car. On the way to the restaurant, he tried to kiss her, she said. Ms. Muise rebuffed him; Mr. Razek persisted.

For months, he sent her intimate emails, which The Times reviewed. At one point he suggested they move in together in his house in Turks and Caicos. Another time, he urged Ms. Muise to help him find a home in the Dominican Republic for them to share.

“I need someplace sexy to take you!” he wrote.

Ms. Muise maintained a polite tone in her emails, trying to protect her career. When Mr. Razek asked her to come to his New York home for dinner, Ms. Muise said the prospect of dining alone with Mr. Razek made her uneasy; she skipped the dinner.

She soon learned that for the first time in four years, Victoria’s Secret had not picked her for its 2008 fashion show.

In 2018, at a fitting ahead of the fashion show, the supermodel Bella Hadid was being measured for underwear that would meet broadcast standards. Mr. Razek sat on a couch, watching.

“Forget the panties,” he declared, according to three people who were there and a fourth who was told about it. The bigger question, he said, was whether the TV network would let Ms. Hadid walk “down the runway with those perfect titties.” (One witness remembered Mr. Razek using the word “breasts,” not “titties.”)

At the same fitting, Mr. Razek placed his hand on another model’s underwear-clad crotch, three people said.

An employee complained to the human resources department about Mr. Razek’s behavior, according to three people. The employee presented H.R. with a document last summer listing more than a dozen allegations about Mr. Razek, including his demeaning comments and inappropriate touching of women, according to a copy of the document reviewed by The Times.

It wasn’t the first H.R. complaint about him.

At a photo shoot in June 2015, the company put out a buffet lunch for staff. Ms. Crowe Taylor, the public relations employee, went to get seconds. Mr. Razek intercepted her, she said. He blocked her path and looked her up and down. Then, with dozens of people watching and Ms. Crowe Taylor holding her empty plate, he tore into her, berating her about her weight and telling her to lay off the pasta and bread.

Ms. Crowe Taylor, who was 5-foot-10 and 140 pounds, fled to a bathroom and burst into tears. She said that she had complained to H.R. but that as far as she could tell, nothing happened. She quit weeks later.

In October, shortly after Mr. Razek had left the company, Monica Mitro, a top public-relations executive at Victoria’s Secret, lodged a harassment complaint against him with a former member of the L Brands board of directors, according to five people familiar with the matter. She told colleagues that she had gone to the former director because she didn’t trust the H.R. department.

The next day, the head of H.R. told Ms. Mitro that she was being placed on administrative leave, the people said. She recently reached a financial settlement with the company, they said.

Mr. Razek’s son, Scott, also worked at Victoria’s Secret. Sometime after the H.R. department was told about his mistreatment of a female colleague, he was transferred to Bath & Body Works, according to four people familiar with the matter. He didn’t respond to requests for comment.

The woman he mistreated later received a settlement from Victoria’s Secret, according to several current and former employees.

Mr. Wexner was seldom in New York, where much of the fashion show’s staff was based, leaving employees with the impression that Mr. Razek was his proxy. Mr. Razek flaunted that power, invoking Mr. Wexner’s name to get his way.

Even as complaints piled up, the elder Mr. Razek maintained Mr. Wexner’s support. In 2013, Mr. Wexner helped raise a $1.2 million fund in Mr. Razek’s name at Ohio State University’s cancer center.

Russell James was one of Victoria’s Secret’s go-to photographers. The company at times paid him tens of thousands of dollars a day, according to draft contracts reviewed by The Times.

At the end of sessions with models, Mr. James sometimes asked if they would be photographed nude, according to models and L Brands executives. Mr. James was popular; he had a knack for making women feel comfortable. He also had a close relationship with Mr. Razek. The women often consented.

The nude photo shoots weren’t covered under the models’ contracts with Victoria’s Secret, which meant they weren’t paid for the extra work.

In the industry, “everyone is using their influence to get something,” said Ms. Miller, the model. “With Russell, it was getting girls to pose for his books or portrait series nude.”

In 2014, Mr. James published a glossy collectors’ book, “Angels,” which featured some of the nude photos. The women agreed to have their photos included in the book, according to Martin Singer, a lawyer for Mr. James.

Two versions of the books currently sell on Mr. James’s website for $1,800 and $3,600. Victoria’s Secret hosted a launch event for “Angels” during New York fashion week in 2014. Attendees included supermodels and the company’s chief executive at the time, Sharen Turney.

“This ample volume offers an unprecedented and personal view into James’s most intimate portrait sittings,” the book’s jacket says, noting that Mr. James met many of the women during his 15 years working for Victoria’s Secret. “Readers will be taken on a voyeuristic journey into a world of subtle provocation.”

At one point, a poster-size version of one of the book’s photos was displayed in a Victoria’s Secret store in Las Vegas. The model’s agent complained to Victoria’s Secret that his client’s photo was being used in the store without her consent. Mr. James also complained about it and asked for it to be removed, according to Mr. Singer. The company took down the photo.

In 2010, Alison Nix, a 22-year-old model who had worked occasionally with Victoria’s Secret, was invited to attend a weekend event to raise money for the nonprofit foundation run by Richard Branson’s Virgin Group. The venue was Mr. Branson’s private Necker Island in the Caribbean.

The live-streamed event, hosted by Mr. Branson and Mr. James, was billed as featuring “some of the world’s most stunning supermodels.”

Ms. Nix said her agent had told her that if she chose to go on the all-expenses-paid trip, she’d be expected to pose for nude beach photos shot by Mr. James. She said that was fine. She was left with the impression, she said, that “if Russell likes you, you could start working with Victoria’s Secret.”

Mr. Singer, the lawyer for Mr. James, said his client had no influence over whom Victoria’s Secret selected as models. He said models were not required to pose for photos, nude or otherwise. He said Mr. James had agreed to shoot the nude photos at Necker Island at the request of the models and their agents “as a favor and professional courtesy.”

Ms. Nix called Mr. Singer’s comments “absurd.”

She said that she and other models who attended the event were provided with copious amounts of alcohol and were expected to mingle with men, including Mr. Branson.

“We were shipped out there, and all these rich men were flirting with us,” she recalled. She said the models were asking themselves, “Are we here as high-end prostitutes or for charity?”

The last day on the island, Ms. Nix said, she and at least three other models lined up to have their nude photos shot by Mr. James.

A spokeswoman for Mr. Branson said he had “no knowledge of anyone being invited to the event for any reason” beside the charity fund-raiser.

Two photos of Ms. Nix from that weekend — one, in profile, with her breasts obscured but her bare bottom exposed — appeared near the middle of Mr. James’s “Angels” book, with her consent.

Ms. Nix never landed another modeling gig with Victoria’s Secret. Was she disappointed?

“To be honest, I didn’t expect much after the trip,” she said. “I could tell I wasn’t right for the brand.”

Emily Steel and Mike Baker contributed reporting. Susan Beachy contributed research.

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