Bond Bath & Body Shop 5.625% ( US501797AJ37 ) in USD

Bath & Body Shop

100 % ▼

United States

US501797AJ37 ( in USD )

5.625% per year ( payment 2 times a year)

15/10/2023 - Bond has expired

Prospectus brochure of the bond Bath & Body Works US501797AJ37 in USD 5.625%, expired

2 000 USD

500 000 000 USD

501797AJ3

N/A

Bath & Body Works is an American retail company specializing in fragrant products for the body, home, and hands, known for its wide variety of scents and seasonal collections.

The Bond issued by Bath & Body Shop ( United States ) , in USD, with the ISIN code US501797AJ37, pays a coupon of 5.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/10/2023
The Bond issued by Bath & Body Shop ( United States ) , in USD, with the ISIN code US501797AJ37, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/701985/000119312513397670/...
424B3 1 d607733d424b3.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-170406 and
333-170406-01 through 333-170406-12
CALCULATION OF REGISTRATION FEE

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

Offering Price

Fee(1)
5.625% Senior Notes due 2023

$500,000,000

$64,400

(1) Calculated pursuant to Rule 457(r) under the Securities Act at the statutory rate of $128.80 per $1,000,000 of securities
registered and relating to the Registration Statement on Form S-3ASR (No. 333-170406) filed by L Brands, Inc. on November 5,
2010
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Prospectus Supplement
To Prospectus dated November 5, 2010

5.625% Senior Notes due 2023

We are offering $500,000,000 aggregate principal amount of 5.625% Senior Notes due 2023. We will pay interest on the
notes on October 15 and April 15 of each year, beginning April 15, 2014. The notes will mature on October 15, 2023.
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 October 15, 2016. 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.
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%
$500,000,000
Underwriting discount

0.750%

$ 3,750,000
Proceeds, before expenses, to us (1)

99.250%
$496,250,000

(1)
Plus accrued interest from October 16, 2013, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this preliminary 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 October 16, 2013.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

J.P. Morgan

Senior Co-Managers

HSBC

Wells Fargo Securities

Co-Managers

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KeyBanc Capital Markets

Mitsubishi UFJ Securities

Mizuho Securities
RBS

US Bancorp
The Williams Capital Group, L.P.
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TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
ii

Available Information
ii

Forward-Looking Statements
iii

Summary
S-1

Risk Factors
S-12
Use of Proceeds
S-21
Ratios of Earnings to Fixed Charges
S-21
Capitalization
S-22
Description of Certain Debt
S-23
Description of the Notes
S-25
Book-Entry, Delivery and Form
S-36
Certain U.S. Federal Income Tax Considerations
S-39
Underwriting
S-43
Legal Matters
S-45
Experts
S-45
Table of Contents

Page
About This Prospectus
2

Where You Can Find More Information
3

Forward-Looking Statements
4

Limited Brands, Inc.
6

The Guarantors
6

Risk Factors
6

Use of Proceeds
7

Ratios of Earnings to Fixed Charges
7

Description of Capital Stock
8

Description of Debt Securities and Guarantees of Debt Securities
10
Description of Warrants
20
Description of Purchase Contracts
20
Description of Units
21
Plan of Distribution
21
Legal Opinions
23
Experts
23

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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 November 5, 2010, gives more general information, some of which may not
apply to this offering.
This prospectus supplement and the information incorporated by reference in 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 February 2, 2013;
(b) Quarterly Reports on Form 10-Q for the quarterly periods ended May 4, 2013 and August 3, 2013;
(c) Current Reports on Form 8-K as filed with the SEC on March 22, 2013, May 30, 2013, and August 9, 2013 (with respect
to Item 8.01); and
(d) Definitive Proxy Statement on Form 14A filed on April 9, 2013.
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
Columbus, Ohio 43216
(614) 415-6400

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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 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 a high volume of mall traffic and the possible lack of 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 into global markets and related risks;

· our relationships with independent licensees and franchisees;

· our direct channel businesses;

· our failure to protect our reputation and our brand images;

· our failure to protect our trade names, trademarks and patents;

· the highly competitive nature of the retail industry generally and the segments in which we operate particularly;

· 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;

·
duties, taxes and other charges;

·
legal and regulatory matters;

·
volatility in currency exchange rates;

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·
local business practices and political issues;

·
potential delays or disruptions in shipping and transportation and related pricing impacts;

·
the disruption of production or distribution by labor disputes; and

·
changing expectations regarding product safety due to new legislation;

· stock price volatility;

· our failure 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 costs;

· the inability of our manufacturers to deliver products in a timely manner and meet quality standards;

· 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 failure to comply with regulatory requirements;

· tax matters; and

· legal and compliance 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."
Market and Industry Data
Market and industry data and forecasts used in this prospectus supplement or incorporated by reference into this 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.

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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 in 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 that make customers feel sexy, sophisticated
and forever young. We sell our merchandise through company-owned specialty retail stores in the United States ("U.S."), Canada
and the United Kingdom ("U.K."), which are primarily mall-based, and through websites, catalogue and international franchise,
license and wholesale partners. We are committed to building a family of the world's best fashion retail brands, offering
captivating customer experiences that drive long-term loyalty.
Victoria's Secret, including Victoria's Secret Pink, is the leading specialty retailer of women's intimate and other
apparel with fashion-inspired collections, prestige fragrances and cosmetics, celebrated supermodels and world-famous runway
shows. We sell our Victoria's Secret products at more than 1,000 Victoria's Secret stores in the U.S., Canada and U.K., through
the Victoria's Secret catalogue and online at www.VictoriasSecret.com. Additionally, Victoria's Secret brand products are also
sold in stores operated by partners under a franchise or wholesale model throughout the world.
Bath & Body Works is one of the leading specialty retailers of home fragrance and personal care products including
shower gels, lotions, soaps and sanitizers. 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 brand products are
available at franchise locations throughout the world.
La Senza is a specialty retailer of women's intimate apparel. We sell our La Senza products at more than 150 La Senza
stores in Canada and online at www.LaSenza.com. Additionally, La Senza has more than 330 stores throughout the world
operating under franchise and licensing arrangements.
Henri Bendel sells upscale 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:

S-1
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Industry leading brands
We believe that our two flagship brands, Victoria's Secret and Bath & Body Works, are highly recognized and others,
including Pink and La Senza, exhibit brand recognition which provides us with a 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 products to the college-age woman with Pink and then transition her into glamorous
and sexy product lines, such as Angels, Very Sexy and Body by Victoria. While bras and panties are the core of

what we do, these brands also give our customers choices in clothing, 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 Canada, La Senza is a leader in young women's intimate apparel. La Senza offerings include bras, panties,

sleepwear, loungewear and accessories.
In-store experience and store operations
We view the customer's 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 United States 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 Neiman Marcus, 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.

S-2
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Strategy
Our strategy supports our mission to build a family of the world's best fashion retail brands offering captivating
customer experiences that drive long-term loyalty.
To execute our strategy, we are focused on these key strategic imperatives:

· Grow and maximize profitability of our core brands in current channels and geographies;

· Extend our core brands into new channels and geographies;

· Build enabling infrastructure and capabilities;

· Become the top destination for talent; and

· Return value to our shareholders.
We have a multi-year goal to increase operating margins for our brands through increased sales productivity,
merchandise margin expansion and expense control. With regard to merchandise margin expansion, we actively manage our
inventory to minimize the level of promotional activity, and we will continue to work with our merchandise vendors on
innovation, quality, speed and cost. Finally, we have and will continue to optimize our marketing expense by concentrating our
expenditures on efficient and return-generating programs. In 2012, we made significant progress towards improving our operating
income rate.
The following is a discussion of certain of our key strategic imperatives:
Grow and maximize profitability of our core brands in current channels and geographies
Our overriding 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. 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 home fragrance and personal care product lines, including shower gels, lotions,
soaps and sanitizers which together make up the majority of sales and profits for the business. Additionally,
www.BathandBodyWorks.com continues to exhibit significant year-over-year growth.
Extend our core brands into new channels and geographies
We began our international expansion with the acquisition of La Senza at the beginning of 2007. Since 2008, we have
opened 77 Bath & Body Works stores, 17 Victoria's Secret full assortment stores and 10 Victoria's Secret Pink stores in Canada.
We continue to expand our presence outside of North America. During the twenty-six weeks ended August 3, 2013, we
accomplished the following:

· Victoria's Secret Beauty and Accessories Stores--Our partners opened 37 additional Victoria's Secret Beauty and

Accessories stores bringing the total to 143.

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