Obligation L Brands Inc 6.75% ( US501797AM65 ) en USD

L Brands Inc

98.13 % ▼

Etats-unis

US501797AM65 ( en USD )

6.75% par an ( paiement semestriel )

30/06/2036

Prospectus brochure de l'obligation L Brands Inc US501797AM65 en USD 6.75%, échéance 30/06/2036

2 000 USD

700 000 000 USD

501797AM6

B+ ( Très spéculatif )

B2 ( Très spéculatif )

01/07/2024 ( Dans 66 jours )

L'Obligation émise par L Brands Inc ( Etats-unis ) , en USD, avec le code ISIN US501797AM65, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2036

L'Obligation émise par L Brands Inc ( Etats-unis ) , en USD, avec le code ISIN US501797AM65, a été notée B2 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par L Brands Inc ( Etats-unis ) , en USD, avec le code ISIN US501797AM65, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d201426d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-209236 and
333-209236-01 through 333-209236-14
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Aggregate
Registration
Securities to be Registered

Offering Price

Fee(1)
6.750% Senior Notes due 2036

$700,000,000

$70,490
Guarantees(2)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate registration fee is payable for the guarantees.
Table of Contents

Prospectus Supplement
To Prospectus dated January 29, 2016

L Brands, Inc.
$700,000,000
6.750% Senior Notes due 2036

We are offering $700,000,000 aggregate principal amount of 6.750% Senior Notes due 2036. We will pay interest on the notes on
January 1 and July 1 of each year, beginning January 1, 2017. The notes will mature on July 1, 2036.
We may redeem some or all of the notes at any time at a price equal to 100% of the principal amount of the notes plus accrued and
unpaid interest plus a "make-whole" premium. We may also redeem up to 35% of the notes using the proceeds of certain equity offerings
completed before July 1, 2019. If a change of control triggering event as defined in this prospectus supplement under the heading "Description of
the Notes--Change of Control" occurs, we may be required to offer to purchase the notes from the holders.
The notes will rank equally in right of payment with all our existing and future senior debt and rank senior to all our future subordinated
debt, if any. The notes will be guaranteed by certain of our subsidiaries on a senior unsecured basis and will therefore rank senior to any series of
our existing and future senior unsecured notes that are not guaranteed by our subsidiaries to the extent of the value of the assets of such subsidiary
guarantors. The notes and the guarantees will rank effectively junior to all secured debt of ours and the guarantors to the extent of the value of the
assets securing such debt and will be structurally subordinated to all debt of our subsidiaries that are not guaranteeing the notes.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-12 of this prospectus
supplement for a discussion of certain risks that you should consider in connection with an investment in the
notes.

Per Note

Total

Public offering price(1)

100.000%
$700,000,000
Underwriting discount

1.000%
$
7,000,000
Proceeds before expenses to us(1)

99.000%
$693,000,000

(1)
Plus accrued interest from June 16, 2016, if settlement occurs after that date.
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Final Prospectus Supplement
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of
its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about
June 16, 2016.

Joint Book-Running Managers

BofA Merrill Lynch
Citigroup
J.P. Morgan

Senior Co-Managers

Mizuho Securities
HSBC
Wells Fargo Securities

Co-Managers

KeyBanc Capital Markets

MUFG

US Bancorp
Fifth Third Securities

PNC Capital Markets LLC

Santander
June 13, 2016
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement

ii
Available Information

ii
Forward-Looking Statements

iii
Market and Industry Data

v
Non-GAAP Financial Measures

v
Summary
S-1
Risk Factors
S-12
Use of Proceeds
S-24
Ratios of Earnings to Fixed Charges
S-24
Capitalization
S-25
Description of Certain Debt
S-26
Description of the Notes
S-28
Book-Entry, Delivery and Form
S-39
Certain U.S. Federal Income Tax Considerations
S-42
Underwriting
S-46
Legal Matters
S-50
Experts
S-50
Prospectus

Page
About This Prospectus

1
Where You Can Find More Information

2
Incorporation of Documents by Reference

2
Forward-Looking Statements

3
L Brands, Inc.

4
The Guarantors

4
Risk Factors

5
Use of Proceeds

5
Ratios of Earnings to Fixed Charges

5
Description of Capital Stock

7
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Final Prospectus Supplement
Description of Depositary Shares

10
Description of Debt Securities and Guarantees of Debt Securities

11
Description of Warrants

18
Description of Purchase Contracts

20
Description of Units

20
Plan of Distribution

21
Legal Opinions

22
Experts

22

i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offering of notes. The second
part, the accompanying prospectus dated January 29, 2016, gives more general information, some of which may not apply to this offering.
This prospectus supplement and the information incorporated by reference into this prospectus supplement may add to, update or change
the information in the accompanying prospectus. If information in this prospectus supplement varies in any way from the information in the
accompanying prospectus or in a document we have incorporated by reference, you should rely on the information in the more recent document.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may
be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or the
underwriters or any one of them, to subscribe to or purchase any of the notes, and may not be used for or in connection with an offer or solicitation
by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer
or solicitation. See "Underwriting."
In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to "we," "us," "our," "L Brands" and
the "Company" refer to L Brands, Inc. and its subsidiaries. If we use a capitalized term in this prospectus supplement and do not define the term in
this document, it is defined in the accompanying prospectus.
AVAILABLE INFORMATION
We file reports and other information with the SEC. Such reports and other information filed by us may be inspected and copied at the
SEC's public reference room at 450 Fifth Street, NW, Washington, D.C. 20549. For further information about the public reference room, call 1-
800-SEC-0330. The SEC also maintains a website on the Internet that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC, and such website is located at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus
supplement, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (other than, in each case, documents or information deemed to have been furnished and not filed in
accordance with SEC rules), on or after the date of this prospectus supplement until all of the notes are sold.
The following documents filed with the SEC are incorporated by reference into this prospectus supplement:

(a)
Annual Report on Form 10-K for the year ended January 30, 2016;

(b)
Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2016;

(c)
Current Reports on Form 8-K as filed with the SEC on February 5, 2016 (with respect to Item 8.01), February 17, 2016, April 7,

2016 and May 24, 2016; and

(d)
Definitive Proxy Statement on Form 14A filed on April 8, 2016.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
L Brands, Inc.
Three Limited Parkway
P.O. Box 16000
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Final Prospectus Supplement
Columbus, Ohio 43216
(614) 415-6400

ii
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FORWARD-LOOKING STATEMENTS
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995)
contained in this prospectus supplement, incorporated by reference into this prospectus supplement 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 prospectus supplement, incorporated by reference into this prospectus supplement or otherwise made by our company or
our management:

· 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 relationships with 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 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;

iii
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·
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 supplier 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;

· our ability to retain key personnel;

· our ability to attract, develop and retain qualified employees and manage labor-related costs;

· the ability of our manufacturers to deliver products in a timely manner and meet quality standards and comply with applicable laws

and regulations;

· fluctuations in product input costs;

· fluctuations in energy costs;

· increases in the costs of mailing, paper and printing;

· claims arising from our self-insurance;

· our ability to implement and maintain information technology systems and to protect associated data;

· our ability to maintain the security of customer, associate, supplier or company information;

· our ability to comply with regulatory requirements;

· legal and compliance matters; and

· tax 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 prospectus supplement or incorporated by reference into this prospectus supplement to reflect circumstances existing
after the date of this prospectus supplement 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. Additional information regarding these and other
factors can be found under the heading "Risk Factors."

iv
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MARKET AND INDUSTRY DATA
Market and industry data and forecasts used in this prospectus supplement or incorporated by reference into this prospectus supplement
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Final Prospectus Supplement
have been obtained from independent industry sources. Although we believe these third-party sources to be reliable, we have not independently
verified the data obtained from these sources and we cannot assure you of the accuracy or completeness of the data. Forecasts and other forward-
looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in
this prospectus supplement or incorporated by reference into this prospectus supplement.
NON-GAAP FINANCIAL MEASURES
We have included certain non-GAAP financial measures in this prospectus supplement, including earnings before interest, income taxes,
depreciation and amortization or EBITDA. We believe that the presentation of EBITDA enhances an investor's understanding of our financial
performance. We believe that EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain
items that we believe are not representative of our core business. We believe that EBITDA will provide investors with a useful tool for assessing
the comparability between periods of our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital
expenditures. We use EBITDA for business planning purposes and in measuring our performance relative to that of our competitors.

v
Table of Contents
SUMMARY
This summary highlights the information contained elsewhere in this prospectus supplement or incorporated by reference herein.
Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of
this offering, we encourage you to read this entire prospectus supplement and the documents incorporated by reference herein. You should
read the following summary together with the more detailed information and consolidated financial statements and the notes to those
statements incorporated by reference into this prospectus supplement. Unless otherwise indicated, financial information included or
incorporated by reference into this prospectus supplement is presented on an historical basis.
Our Company
Founded in 1963 in Columbus, Ohio, we have evolved from an apparel-based specialty retailer to a segment leader focused on
women's intimate and other apparel, personal care and beauty categories. We sell our merchandise through company-owned specialty retail
stores in the United States ("U.S."), Canada, United Kingdom ("U.K.") and Greater China (China and Hong Kong), which are primarily mall-
based; through websites; and through international franchise, license and wholesale partners (collectively, "partners").
Victoria's Secret
Victoria's Secret, including PINK, is the leading specialty retailer of women's intimate and other apparel with fashion-inspired
collections, prestige fragrances, celebrated supermodels and world-famous runway shows. We sell our Victoria's Secret products at more than
1,200 Victoria's Secret stores in the U.S., Canada, the U.K. and Greater China and online at www.VictoriasSecret.com. Additionally,
Victoria's Secret has more than 370 stores and various small-format locations in more than 75 other countries operating under franchise,
license and wholesale arrangements.
Bath & Body Works
Bath & Body Works is one of the leading specialty retailers of personal care, soaps, sanitizers and home fragrance products. We sell
our Bath & Body Works products at more than 1,600 Bath & Body Works stores in the U.S. and Canada and online at
www.BathandBodyWorks.com. Additionally, Bath & Body Works has more than 130 stores in 30 other countries operating under franchise,
license and wholesale arrangements.
Other Brands
La Senza is a specialty retailer of women's intimate apparel. We sell our La Senza products at more than 120 La Senza stores in
Canada and online at www.LaSenza.com. Additionally, La Senza has more than 210 stores in 26 other countries operating under franchise,
license and wholesale arrangements.
Henri Bendel sells handbags, jewelry and other accessory products through our New York flagship and 28 other stores, as well as
online at www.HenriBendel.com.
Our Strengths
We believe the following competitive strengths contribute to our leading market position, differentiate us from our competitors, and
will drive future growth:
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Final Prospectus Supplement
Industry leading brands
We believe that our three flagship brands, Victoria's Secret, PINK and Bath & Body Works, are highly recognized and others,
including La Senza and Henri Bendel, exhibit brand recognition which provides us with a

S-1
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competitive advantage. These brands are aspirational at accessible price points and have a loyal customer base. These brands allow us to target
markets across the economic spectrum, across demographics and across the world.

· At Victoria's Secret, we market glamorous and sexy product lines to our customers, such as Body by Victoria, Angels and Very

Sexy. While bras and panties are the core of what we do, this brand also gives our customers choices in loungewear,
accessories, fragrances, personal care, swimwear and athletic attire.

· At PINK, we market products to the college-aged woman. While bras and panties are the core of what we do, this brand also

gives our customers choices in loungewear, accessories, fragrances, personal care, swimwear and athletic attire.

· Bath & Body Works caters to our customers' entire well-being, providing shower gels and lotions, aromatherapy, soaps and

sanitizers, home fragrance and personal care accessories.
In-store experience and store operations
We view our customers' in-store experience as an important vehicle for communicating the image of each brand. We utilize visual
presentation of merchandise, in-store marketing, music and our sales associates to reinforce the image represented by the brands.
Our in-store marketing is designed to convey the principal elements and personality of each brand. The store design, furniture,
fixtures and music are all carefully planned and coordinated to create a unique shopping experience. Every brand displays merchandise
uniformly to ensure a consistent store experience, regardless of location. Store managers receive detailed plans designating fixture and
merchandise placement to ensure coordinated execution of the company-wide merchandising strategy.
Our sales associates and managers are a central element in creating the atmosphere of the stores by providing a high level of
customer service.
Product development, sourcing and logistics
We believe a large part of our success comes from frequent and innovative product launches, which include bra launches at
Victoria's Secret and La Senza and new fragrance launches at Bath & Body Works. Our merchant, design and sourcing teams have a long
history of bringing innovative products to our customers. Additionally, we believe that our sourcing function (Mast Global) has a long and
deep presence in the key sourcing markets including those in the U.S. and Asia, which helps us partner with the best manufacturers and get
high-quality products quickly.
Experienced and committed management team
We were founded in 1963 and have been led since inception by Leslie H. Wexner. Our senior management team has a wealth of
retail and business experience at L Brands and other companies such as The Gap, Inc., The Home Depot, Land's End, Levi Strauss and Yum
Brands. We believe that we have one of the most experienced management teams in retail.
Strategy
We have a multi-year goal to grow our business and increase operating margins for our brands by focusing on these key business
priorities:

· Grow our business in North America;

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Final Prospectus Supplement

S-2
Table of Contents

· Extend our core brands internationally; and

· Focus on the fundamentals of our business including managing inventory, expenses and capital with discipline.
We also continue to focus on:

· Attracting and retaining top talent;

· Maintaining a strong cash and liquidity position while optimizing our capital structure; and

· Returning value to our shareholders.
The following is a discussion of certain of our key strategic imperatives:
Grow our business in North America
Our first focus is on the substantial growth opportunity in North America.
The core of Victoria's Secret is bras and panties. We see clear opportunities for substantial growth in these categories by focusing on
product newness and innovation and expanding into under-penetrated market and price segments. We also have an opportunity to expand to
accommodate the full lingerie and PINK assortment to all of our stores. In 2016, we plan to increase our square footage at Victoria's Secret
North America by about 3% through expansions of existing stores and the opening of approximately 9 net new Victoria's Secret stores
primarily in the U.S. In our direct channel, we have the infrastructure in place to support growth well into the future. We believe our direct
channel is an important form of brand advertising given the ubiquitous nature of the internet and our large customer file.
The core of Bath & Body Works is its personal care, soaps, sanitizers and home fragrance products which together make up the
majority of sales and profits for the business. We see clear opportunities for substantial growth in these categories by focusing on product
newness and innovation and expanding into under-penetrated market and price segments. In 2016, we plan to increase our square footage at
Bath & Body Works North America by about 4% through expansions of existing stores and the opening of approximately 23 net new Bath &
Body Works stores (19 in the U.S. and four in Canada). Additionally, www.BathandBodyWorks.com continues to exhibit significant year-
over-year growth.
Extend our core brands into new channels and geographies
We believe there is substantial opportunity for international growth. We have separate, dedicated teams that have taken a
methodical, "test and learn" approach to expansion. We began our international expansion with the acquisition of La Senza at the beginning of
2007, and we've continued to expand our presence outside of North America with a small number of experienced partners and a limited
number of company-owned stores. In 2015, we accomplished the following:

· Victoria's Secret Beauty and Accessories Stores--Our partners opened 83 net new Victoria's Secret Beauty and Accessories
stores, bringing the total to 373. These stores are located in local markets, airports and tourist destinations. These stores are

focused on Victoria's Secret branded beauty and accessory products and are operated by our partners. Our partners plan to open
43 to 58 net new Victoria's Secret Beauty and Accessories stores in 2016.

· Victoria's Secret International Stores--We opened four company-owned Victoria's Secret full-assortment stores in the U.K.,

bringing the total in the U.K. to 14. In 2016, we plan to open four

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Final Prospectus Supplement
additional Victoria's Secret full-assortment stores and one PINK store in the U.K. Additionally, a partner opened three

Victoria's Secret full-assortment stores and two PINK stores in the Middle East in 2015, bringing the total to 19. Our partners
plan to open 10 to 16 more stores in 2016, including two to four PINK stores.

· Bath & Body Works International Stores--Our partners opened 45 net new Bath & Body Works stores in 2015 bringing the

total in the Middle East, Latin America, Southeast Asia and Europe to 125. Our partners plan to open 40 to 50 additional stores
in 2016.
Additionally, in April 2016, we reacquired the franchise rights from one of our partners to operate Victoria's Secret Beauty and
Accessories stores in Greater China, which included 26 stores already open at the time of acquisition.
Focus on the fundamentals of our business
We are focused on the fundamentals of our business which include our customers, core merchandise categories, inventory
management, speed and agility, and store selling and execution. In terms of speed and agility, we are focused on inventory discipline through
lead-time reductions and in-season agility to increase sales and reduce promotional activity. Finally, we continue to optimize our store selling
and execution by concentrating on a better store experience and developing and retaining talented, trained and productive store associates.
Organizational Structure
The following summary organization chart sets forth the basic corporate structure of L Brands, Inc. after giving effect to the
offering(1)

(1)
The amounts shown above reflect principal amounts outstanding.
(2)
We intend to use a portion of the net proceeds from the offering of the notes hereby to redeem the 6.900% senior unsecured notes due
2017.

S-4
Table of Contents
(3)
As defined in this prospectus supplement under the heading "Description of Certain Debt." Our obligations under our senior secured
revolving facility are guaranteed by certain of our subsidiaries and are secured by security interests in certain of our and the guarantors'
tangible and intangible personal property. See "Description of Certain Debt."
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Final Prospectus Supplement
L Brands, Inc. is a holding company and its most significant assets are the stock of its subsidiaries. The guarantors represent
(a) substantially all of the sales of the Company's domestic subsidiaries, (b) more than 90% of the assets owned by the Company's domestic
subsidiaries, other than real property, certain other assets and intercompany investments and balances and (c) more than 95% of the accounts
receivable and inventory directly owned by the Company's domestic subsidiaries.
Our History
L Brands, Inc. was re-incorporated as The Limited, Inc. under the laws of Delaware in 1982 and changed its name to Limited
Brands, Inc. in May 2002 and to L Brands, Inc. in March 2013.

S-5
Table of Contents
The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the
information that is important to you. For a more complete understanding of the notes, please refer to the section of this prospectus
supplement entitled "Description of the Notes."

Issuer
L Brands, Inc.

Securities offered
$700 million aggregate principal amount of 6.750% senior notes due 2036.

Maturity date
July 1, 2036.

Interest payment date
Interest on the notes will be payable on January 1 and July 1 of each year, beginning
on January 1, 2017. Interest will accrue from June 16, 2016.

Guarantees
The notes will be guaranteed on an unsecured senior basis by each of our subsidiaries
that guarantee our senior secured revolving facility.

Ranking
The notes will be our senior unsecured obligations and will:

· rank senior to our future debt that is expressly subordinated in right of payment to

the notes;

· rank equally with all of our existing and future unsecured senior debt and other

obligations that are not, by their terms, expressly subordinated in right of payment
to the notes;

· be effectively subordinated to all of our existing and future secured debt, to the
extent of the value of the assets securing such debt (including obligations under

our senior secured credit facility), and be structurally subordinated to all
obligations of each of our subsidiaries that do not guarantee the notes; and

· be effectively senior to any series of our existing and future senior unsecured notes

that are not guaranteed by our subsidiaries to the extent of the assets of our
subsidiaries that guarantee the notes offered hereby.

Similarly, the note guarantees will be senior unsecured obligations of the guarantors and

will:

· rank senior to all of the applicable guarantor's existing and future debt that is

expressly subordinated in right of payment to the guarantee;

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Document Outline

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