Over the past three years, as Victoria’s Secret & Co. has made headlines for revamping its brand image, broadening its product offerings, and reviving its iconic runway show, something has been quietly unfolding behind the scenes. BBRC International Pte Limited, an investment firm controlled by Australian billionaire Brett Blundy, has been acquiring shares in the Reynoldsburg, Ohio-headquartered apparel, undergarments, and beauty company – albeit without making the legally required antitrust filings, Victoria’s Secret asserted on Tuesday.
The slow stake-building effort – initially disclosed under the U.S. Securities and Exchange Commission’s passive Schedule 13G, one for passive investors – went largely unnoticed until February 2024, when BBRC amended its filing to Schedule 13D, a form used by investors who intend to influence corporate strategy. By March 2025, BBRC’s holdings crossed the 13 percent threshold, making it Victoria’s Secret’s second-largest shareholder. At the same time, Victoria’s Secret maintains that BBRC submitted a series of corrective antitrust filings in March, revealing that it had failed to comply with U.S. disclosure rules under the Hart-Scott-Rodino Act for nearly three years.
BBRC’s corrective filings now pave the way for it to acquire up to 49.99 percent of Victoria’s Secret’s voting shares as soon as May 21, the company said in a statement on May 20.
The shift in BBRC’s posture from passive investor to potential power player was more than regulatory – it was strategic. The bigger picture here is that in addition to its 13D filing and stake expansion, BBRC has launched Léays, a global lingerie, sleepwear, and beauty brand of its own. Led by executives with experience at Honey Birdette and Bras N Things (two former Blundy-backed ventures), Léays is not just a business endeavor; it is a direct competitor, and to Victoria’s Secret, a signal that BBRC’s intentions may not be aligned with shareholder value, alone.
This convergence of interests – activist investment and market competition – have turned what had once been framed as “constructive dialogue” between Victoria’s Secret and BBRC into a potential corporate standoff.
Deploying the Poison Pill
In behind the scenes moves of its own, Victoria’s Secret’s board has adopted – and announced – a shareholder rights plan – or poison pill – designed to block any attempt to gain control of the company. In particular, the limited-duration shareholder rights plan aims to prevent any party from acquiring more than 15 percent of the company’s shares (20 percent for certain passive investors) without board approval. The plan grants existing shareholders the right to purchase additional shares at a 50 percent discount if triggered, effectively diluting the position of any would-be acquirer.
BBRC, grandfathered in at its current 13 percent, is blocked from further accumulation unless, of course, it is willing to trigger the pill – and absorb the consequences.
“In light of the circumstances and consistent with its fiduciary duties, the Board determined it was necessary to adopt a rights plan to protect the long-term interests of all Victoria’s Secret shareholders and guard against tactics to gain control of the Company without paying all shareholders an appropriate premium for that control,” said Board Chair Donna James.
The plan, set to expire in May 2026, is not intended to block all takeovers outright, the company emphasized. Rather, it gives the board time and leverage – to consider any credible offers or mounting threats under fairer conditions.
A Brand – and a Board – Under Pressure
The tension comes at a fragile moment for the Victoria’s Secret brand. Under the leadership of CEO Hillary Super, appointed in 2024, the company is still in the midst of a sweeping transformation. Sales are under pressure, stock performance has lagged (down 43 percent year-to-date), and broader retail volatility has depressed valuations across the sector. “According to the board, BBRC’s stake-building during this window is viewed as opportunistic, given the company’s current valuation.”
This makes the poison pill not only a defensive move, but a symbolic one, as well: It asserts that while Victoria’s Secret may be evolving, it is not for sale – at least not on terms dictated unilaterally by a shareholder with competing interests.
What Happens Next?
BBRC’s silence on the matter has been strategic, but the timeline is clear. When the antitrust waiting period expires at 11:59 p.m. ET on May 21, it will be legally free to increase its stake to just under 50 percent – unless the rights plan deters it. Whether BBRC will escalate or retreat remains to be seen. But Victoria’s Secret has made its stance clear: control must be earned, not accumulated quietly through regulatory loopholes and stock market downturns.
In the tradition of power struggles that have defined fashion’s corporate history – from the Gucci Group to more recent corporate efforts by Nordstrom – this one is likely about more than ownership. It is about direction, brand identity, and who gets to shape the next chapter of one of the industry’s most iconic names.
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