Victoria’s Secret is drawing a line in the sand as Australian billionaire Brett Blundy’s investment firm edges closer to a controlling stake in the iconic lingerie brand.
On Tuesday, the company announced the adoption of a limited-duration shareholder rights plan — commonly known as a “poison pill” — designed to prevent any single investor from seizing control without fairly compensating all shareholders. The move comes in direct response to BBRC International Private Limited, Blundy’s investment vehicle, which has quietly increased its ownership to a 13% stake in Victoria’s Secret as of April.
“This plan is a protective measure to ensure that all shareholders receive fair value in the event of any attempt to gain control of the company,” said Board Chair Donna James in a statement.
The plan, which takes effect May 29, will grant existing shareholders one right per share. These rights only become exercisable if an entity acquires 15% or more of the company’s stock — a threshold BBRC is fast approaching. The poison pill is set to expire in one year unless renewed by the board.
The lingerie giant disclosed that BBRC had been accumulating shares over nearly three years without making the appropriate filings required by U.S. antitrust regulations. The firm has since corrected those filings, unlocking the possibility to expand its stake to nearly half — up to 49.99% of voting stock — once a mandatory waiting period ends at 11:59 p.m. ET on May 21.
Victoria’s Secret is facing heightened pressure as it contends with declining demand in a retail environment marked by inflation, economic uncertainty, and cautious consumer spending. The company has struggled to regain its footing amid a broader industry shift toward inclusivity and changing consumer tastes.
Adding to the intrigue is BBRC’s recent foray into the lingerie and beauty space, suggesting a strategic interest in the category beyond mere investment. Known for backing fashion and beauty brands such as Bared Footwear and Oz Hair & Beauty, Blundy has a track record of acquiring and scaling retail businesses — a history that may be fueling concerns within Victoria’s Secret’s leadership.
As of now, BBRC has remained tight-lipped on its intentions. The firm did not respond to requests for comment.
With the clock ticking toward May 21, all eyes will be on whether BBRC makes another move — and how Victoria’s Secret responds in its fight to remain independent.