Obligation LB Group 6.694% ( US501797AQ79 ) en USD

LB Group

101.864 % ▼

Etas-Unis

US501797AQ79 ( en USD )

6.694% par an ( paiement semestriel )

14/01/2027

Prospectus brochure de l'obligation L Brands US501797AQ79 en USD 6.694%, échéance 14/01/2027

2 000 USD

297 375 000 USD

501797AQ7

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

15/07/2026 ( Dans 155 jours )

L Brands était une société américaine de vente au détail de vêtements et de cosmétiques, propriétaire de marques telles que Victoria's Secret et Bath & Body Works, avant la scission et la vente de ses actifs.

L'Obligation émise par LB Group ( Etas-Unis ) , en USD, avec le code ISIN US501797AQ79, paye un coupon de 6.694% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2027

L'Obligation émise par LB Group ( Etas-Unis ) , en USD, avec le code ISIN US501797AQ79, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par LB Group ( Etas-Unis ) , en USD, avec le code ISIN US501797AQ79, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B3 1 s002352x2_424b3.htm 424(B)(3)
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(3)
Registration Statement Nos. 333-227288 and
333-227288-01 through 333-227288-14
PROSPECTUS
L Brands, Inc.
?
Offer to Exchange All Outstanding $297,405,000 6.694% Senior Notes due 2027 for
$297,405,000 6.694% Senior Notes due 2027 which have been registered under
the Securities Act.
We are offering to exchange new 6.694% Senior Notes due 2027 (which we refer to as the "new notes") for our currently
outstanding 6.694% Senior Notes due 2027 (which we refer to as the "old notes") on the terms and subject to the conditions detailed in
this prospectus.
The Exchange Offer
·
The exchange offer will expire at 11:59 p.m., New York City time, on October 15, 2018, unless extended.
·
All old notes that are validly tendered and not validly withdrawn will be exchanged.
·
Tenders of old notes may be withdrawn any time prior to 11:59 p.m., New York City time, on the date of expiration of the
exchange offer.
·
To exchange your old notes, you are required to make the representations described on page 29 to us.
·
The exchange of the old notes will not be a taxable exchange for U.S. federal income tax purposes.
·
We will not receive any proceeds from the exchange offer.
·
You should read the section called "The Exchange Offer" for further information on how to exchange your old notes for new
notes.
The New Notes
·
The terms of the new notes to be issued are identical in all material respects to the outstanding old notes, except that the new
notes have been registered under the Securities Act of 1933, as amended (the "Securities Act") and will not have any of the
transfer restrictions, registration rights and additional interest provisions relating to the old notes. The new notes will
represent the same debt as the old notes, and we will issue the new notes under the same indenture.
·
The notes will be our senior unsecured obligations. Accordingly, they will: (i) rank senior in right of payment to any of our
future debt that is expressly subordinated in right of payment to the notes; (ii) rank equal in right of payment to all of our
existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment
to the notes; (iii) 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 revolving credit facility), and be structurally
subordinated to all obligations of each of our subsidiaries that do not guarantee the notes; and (iv) be effectively senior to our
existing senior unguaranteed notes to the extent of the assets of our subsidiaries that guarantee the notes.
·
The guarantees will be senior unsecured obligations of the guarantors. Accordingly, they will: (i) rank senior in right of
payment to all of the applicable guarantor's existing and future debt that is expressly subordinated in right of payment to the
guarantee; (ii) rank equal in right of payment to all of the applicable guarantor's existing and future senior debt and other
obligations that are not, by their terms, expressly subordinated in right of payment to the notes; and (iii) be effectively
subordinated to all of the applicable guarantor's existing and future secured debt (including such guarantor's guarantee under
our senior secured revolving credit facility and senior secured term loan), to the extent of the value of the assets securing
such debt, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a
guarantor of the notes.
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·
No public market exists for the old notes or the new notes. We do not intend to apply for listing of the new notes on any
notes exchange or to arrange for them to be quoted on any quotation system.
See "Risk Factors" beginning on page 12 for a discussion of risk factors that should be considered by you prior to
tendering your old notes in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is September 17, 2018
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TABLE OF CONTENTS

Page
About this Prospectus

ii
Forward-Looking Statements

iii
Market and Industry Data

v
Non-GAAP Financial Measures

v
Summary

1
The Exchange Offer

3
The New Notes

6
Summary Historical Consolidated Financial Data

9
Risk Factors

12
Use of Proceeds

24
Capitalization

25
Ratios of Earnings to Fixed Charges

26
Description of Certain Debt

27
The Exchange Offer

29
Description of the Notes

36
Material U.S. Tax Consequences of the Exchange Offer

45
Plan of Distribution

45
Validity of Securities

45
Experts

45
Where You Can Find More Information

46
Incorporation of Documents By Reference

46
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ABOUT THIS PROSPECTUS
In this prospectus, 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.
The "old notes" consisting of the 6.694% Senior Notes due 2027 which were issued on June 18, 2018 and June 29, 2018 and the
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"new notes" consisting of the 6.694% Senior Notes due 2027 offered pursuant to this prospectus are sometimes collectively referred
to in this prospectus as the "notes."
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for notes where such notes
were acquired by such broker-dealer as a result of market-making activities or other trading activities. We and the guarantors have
agreed that, starting on the expiration date and ending on the close of business six months after the expiration date, we will make this
prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
We have not authorized anyone to provide any information other than that contained or incorporated by reference into this
prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering the notes for
exchange only in jurisdictions where such offers are permitted. The information contained in this prospectus is accurate only as of the
date of this prospectus, regardless of the time of delivery of this prospectus or of the exchange of the notes offered hereby.
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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, incorporated by reference into this prospectus 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, incorporated by reference into this
prospectus 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 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 manage the life cycle of our brands, 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;
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·
duties, taxes and other charges;
·
legal and regulatory matters;
·
volatility in currency exchange rates;
·
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 vendor and distribution facilities in central Ohio;
·
fluctuations in foreign currency exchange rates;
·
stock price volatility;
·
our ability to pay dividends and related effects;
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·
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 associates and manage labor-related costs;
·
the ability of our vendors to deliver products in a timely manner, meet quality standards and comply with applicable laws
and regulations;
·
fluctuations in product input costs;
·
our ability to adequately protect our assets from loss and theft;
·
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, third-party or company information;
·
our ability to comply with regulatory requirements;
·
legal and compliance matters; and
·
tax, trade and other regulatory 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 or incorporated by reference into this prospectus to reflect circumstances existing after
the date of this prospectus 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" in this prospectus and in our Annual Report on Form 10-K for the
year ended February 3, 2018, incorporated herein by reference.
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MARKET AND INDUSTRY DATA
Market and industry data and forecasts used in this prospectus or incorporated by reference into this prospectus 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 or incorporated by reference into this prospectus.
NON-GAAP FINANCIAL MEASURES
We have included certain non-GAAP financial measures in this prospectus, 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.
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SUMMARY
This summary highlights the information contained elsewhere in this prospectus 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 the exchange offer, we encourage you to read this entire prospectus 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. Unless otherwise indicated, financial information included or
incorporated by reference in this prospectus is presented on an historical basis.
L Brands, Inc.
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, beauty and home fragrance products. We sell our merchandise through
company-owned specialty retail stores in the United States ("U.S."), Canada, United Kingdom ("U.K."), Ireland 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, the iconic women's intimate brand featuring celebrated supermodels and a world-famous
fashion show, is a specialty retailer of women's intimate and other apparel with fashion-inspired collections and prestige fragrances.
We sell our Victoria's Secret products online and at more than 1,225 Victoria's Secret and PINK company-owned stores in the
U.S., Canada, U.K., Ireland and Greater China. Additionally, Victoria's Secret and PINK have more than 450 stores in more than 75
countries operating under franchise, license and wholesale arrangements.
Bath & Body Works
Bath & Body Works, which sells products under the Bath & Body Works, White Barn, C.O. Bigelow and other brand names,
is one of the leading specialty retailers of body care, home fragrance products, soaps and sanitizers. We sell our Bath & Body
Works products online and at more than 1,700 Bath & Body Works company-owned stores in the U.S. and Canada. Additionally,
Bath & Body Works has more than 200 stores in more than 30 other countries operating under franchise, license and wholesale
arrangements.
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Other Brands
La Senza is a specialty retailer of women's intimate apparel. We sell our La Senza products online and at more than 115 La
Senza stores in Canada and 5 La Senza stores in the U.S. Additionally, La Senza has more than 185 stores in more than 20 other
countries operating under franchise and license arrangements.
Henri Bendel sells handbags, jewelry and other accessory products online and through our New York flagship and 22 other
stores. The Henri Bendel stores and e-commerce website will close in January 2019.
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Organizational Structure
The following summary organization chart sets forth the basic corporate structure of L Brands, Inc.(1)
?
(1)
The amounts shown above reflect principal amounts outstanding as of August 4, 2018.
(2)
Our obligations under our senior secured revolving credit 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. As of August 4, 2018, our senior secured revolving credit facility
was undrawn and we had $991 million of available borrowing capacity (after giving effect to $9 million of outstanding letters of credit). See
"Description of Certain Debt."
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.
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THE EXCHANGE OFFER
In June 2018, we privately placed $297,405,000 aggregate principal amount of the old notes in a transaction exempt from
registration under the Securities Act. In connection with the private placement, we entered into an amended and restated
registration rights agreement (the "registration rights agreement"), dated as of June 29, 2018, with the initial purchasers of the old
notes. In the registration rights agreement, we agreed to offer to exchange old notes for new notes registered under the Securities
Act. We also agreed to deliver this prospectus to the holders of the old notes. In this prospectus the old notes and the new notes are
referred to together as the "notes." You should read the discussion under the heading "Description of the Notes" for information
regarding the notes.
The Exchange Offer
We are offering to exchange up to $297,405,000 principal amount of
the new notes for an identical principal amount of the old notes. The
new notes are substantially identical to the old notes, except that:
·
the new notes will be freely transferable, other than as described
in this prospectus;
·
holders of the new notes will not be entitled to the rights of the
holders of the old notes under the registration rights agreement;
and
·
the new notes will not contain any provisions regarding the
payment of additional interest for failure to satisfy obligations
under the registration rights agreement.
Based on interpretations by the SEC's staff in no-action letters issued
to third parties, we believe that new notes issued in exchange for old
notes in the exchange offer may be offered for resale, resold or
otherwise transferred by you without registering the new notes under
the Securities Act or delivering a prospectus, unless you are a broker-
dealer receiving notes for your own account, so long as:
·
you are not one of our "affiliates," which is defined in Rule 405
of the Securities Act;
·
you acquire the new notes in the ordinary course of your business;
·
you do not have any arrangement or understanding with any
person to participate in the distribution of the new notes; and
·
you are not engaged in, and do not intend to engage in, a
distribution of the new notes.
If you are an affiliate of L Brands, or you are engaged in, intend to
engage in or have any arrangement or understanding with respect to,
the distribution of new notes acquired in the exchange offer, you (1)
should not rely on our interpretations of the position of the SEC's staff
and (2) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction.
Registration Rights
We have agreed to use our reasonable best efforts to consummate the
exchange offer or cause the old notes to be registered under the
Securities Act to permit
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resales within 213 days after the issue date of the old notes. If we are
not in compliance with our obligations under the registration rights
agreement, then additional interest (in addition to the interest
otherwise due on the notes that are the subject of that registration
agreement or the new notes) will accrue on such notes or new notes
upon such occurrence.
If the exchange offer is completed on the terms and within the time
period contemplated by this prospectus, no additional interest will be
payable on the notes.
No Minimum Condition
The exchange offer is not conditioned on any minimum aggregate
principal amount of old notes being tendered for exchange.
Expiration Date
The exchange offer will expire at 11:59 p.m., New York City time, on
October 15, 2018, unless it is extended.
Exchange Date
Old notes will be accepted for exchange beginning on the first
business day following the expiration date, upon surrender of the old
notes.
Conditions to the Exchange Offer
Our obligation to complete the exchange offer is subject to limited
conditions. See "The Exchange Offer--Conditions to the Exchange
Offer." We reserve the right to terminate or amend the exchange offer
at any time before the expiration date if various specified events occur.
Withdrawal Rights
You may withdraw the tender of your old notes at any time before the
expiration date. Any old notes not accepted for any reason will be
returned to you without expense as promptly as practicable after the
expiration or termination of the exchange offer.
Appraisal Rights
Holders of old notes do not have any rights of appraisal for their notes
if they elect not to tender their notes for exchange.
Procedures for Tendering Old Notes
See "The Exchange Offer--How to Tender."
Effect on Holders of Old Notes
As a result of the making of, and upon acceptance for exchange of all
validly tendered old notes pursuant to the terms of, the exchange offer,
we will have fulfilled a covenant under the registration rights
agreement. Accordingly, there will be no increase in the interest rate
on the outstanding notes under the circumstances described in the
registration rights agreement. If you do not tender your old notes in the
exchange offer, you will continue to be entitled to all the rights and
limitations applicable to the old notes as set forth in the indenture,
except we will not have any further obligation to you to provide for
the exchange and registration of the old notes under the registration
rights agreement. To the extent that old notes are tendered and
accepted in the exchange offer, the trading market for old notes could
be adversely affected.
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Consequences of Failure to Exchange
All untendered old notes will continue to be subject to the restrictions
on transfer set forth in the old notes and in the indenture. In general,
the old notes may not be offered or sold, unless registered under the
Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the Securities Act and applicable state
securities laws. Other than in connection with the exchange offer, we
do not anticipate that we will register the old notes under the Securities
Act.
Material U.S. Tax Consequences of the Exchange Offer Your exchange of old notes for new notes will not result in any
income, gain or loss to you for federal income tax purposes. See
"Material U.S. Tax Consequences of the Exchange Offer."
Use of Proceeds
We will not receive any proceeds from the issuance of the new notes
in the exchange offer.
Broker-Dealers
Each broker-dealer that receives new notes for its own account in
exchange for old notes, where such notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will comply with the registration
and prospectus delivery requirements of the Securities Act in
connection with any offer, resale or other transfer of such new notes,
including information with respect to any selling holder required by
the Securities Act in connection with the resale of the new notes and
must confirm that it has not entered into any arrangement or
understanding with us or any of our affiliates to distribute the new
notes. We have agreed that for a period of 180 days after the last
exchange date for the exchange offer, we will make this prospectus
available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."
Exchange Agent
U.S. Bank National Association is serving as exchange agent in
connection with the exchange offer.
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THE NEW NOTES
The summary below describes the principal terms of the new notes. The "Description of the Notes" section of this prospectus
contains a more detailed description of the terms and conditions of the old notes and the new notes. The new notes are substantially
identical to the old notes, except that the new notes have been registered under the Securities Act and will not have any of the
transfer restrictions, additional interest provisions relating to the old notes and registration rights. The new notes will evidence the
same debt as the old notes, be guaranteed by specified subsidiaries of L Brands, Inc. and be entitled to the benefits of the indenture.
Issuer
L Brands, Inc.
Notes Offered
$297,405,000 aggregate principal amount of new notes in exchange
for $297,405,000 aggregate principal amount of outstanding old notes.
Maturity
January 15, 2027.
Interest Payment Dates
Interest on the new notes will be payable on January 15 and July 15 of
each year, beginning on January 15, 2019.
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Guarantees
The new notes will be guaranteed on an unsecured senior basis by each
of our subsidiaries that guarantee our senior secured revolving credit
facility.
Ranking
The new 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 new 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 new 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
new 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;
·
rank equally with all of the applicable guarantor's existing and
future unsecured senior debt and other obligations that are not, by
their terms, expressly subordinated in right of payment to the new
notes; and be effectively subordinated to all
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of the applicable guarantor's existing and future secured debt
(including such guarantor's guarantee under our senior secured
guaranteed revolving credit facility), to the extent of the value of
the assets securing such debt, and be structurally subordinated to
all obligations of any subsidiary of a guarantor if that subsidiary is
not also a guarantor of the new notes.
L Brands 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.
Optional Redemption
We may redeem the new notes, in whole or in part, at any time or
from time to time, at a price equal to 100% of the principal amount of
the new notes to be redeemed plus accrued and unpaid interest to, but
not including, the redemption date and a "make-whole" premium, as
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Document Outline

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