Bond Bath & Body Shop 7% ( US532716AS62 ) in USD

Bath & Body Shop

100 % ▼

United States

US532716AS62 ( in USD )

7% per year ( payment 2 times a year)

01/05/2020 - Bond has expired

Prospectus brochure of the bond Bath & Body Works US532716AS62 in USD 7%, expired

2 000 USD

400 000 000 USD

532716AS6

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.

This financial analysis focuses on a specific debt instrument, identified by ISIN US532716AS62 and CUSIP 532716AS6, issued by Bath & Body Works, a prominent American specialty retailer renowned for its personal care and home fragrance products, with this United States-originated bond having been observed at a market price of 100% of its par value, denominated in USD, bearing a 7% interest rate, and representing a total issue size of $400,000,000 with a minimum purchase size of $2,000, which paid interest semi-annually until its maturity on May 1, 2020, at which point it was fully redeemed.

Final Prospectus Supplement
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424B3 1 d424b3.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration Statement Nos. 333-146420 and
333-146420-01 through 333-146420-11
Prospectus Supplement
To Prospectus dated April 20, 2010

Limited Brands, Inc.
$400,000,000
7% Senior Notes due 2020

We are offering $400,000,000 aggregate principal amount of 7% Senior Notes due 2020. We will pay interest on the
notes on May 1 and November 1 of each year, beginning November 1, 2010. The notes will mature on May 1, 2020.
We may redeem some or all of the notes at any time at a price equal to 107% 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 May 1, 2013. 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.
Concurrently with this offering, we are offering to purchase up to $400 million in aggregate of any and all of our
6.125% senior notes due 2012 and up to the amount of our tender cap remaining of our 5.250% senior notes due 2014 in a
separate tender offer. This offering is not contingent on any minimum being received in the tender offers.
The notes will rank equally 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-13 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%
$400,000,000
Underwriting discount

2.250%
$ 9,000,000
Proceeds, before expenses, to us(1)

97.750%
$391,000,000

(1)
Plus accrued interest from May 4, 2010, 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 May 4, 2010.

Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

Citi

Senior Co-Managers

HSBC

Wells Fargo Securities

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Co-Managers

KeyBanc Capital Markets

Mitsubishi UFJ Securities

Mizuho Securities USA Inc.

PNC Capital Markets LLC

RBS Santander
The Williams Capital Group, L.P.
April 20, 2010
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Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement

ii
Available Information

ii
Forward-Looking Statements

iii
Extended Settlement

v
Summary

S-1
Risk Factors
S-13
Use of Proceeds
S-22
Capitalization
S-23
Description of Certain Debt
S-24
Description of the Notes
S-26
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
Prospectus

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 April 20, 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 anyone 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," "Limited Brands" and the "Company" refer to Limited Brands, Inc. 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, 2010;
(b) Current Reports on Form 8-K filed on March 9, 2010 and on March 18, 2010; and
(c) Definitive Proxy Statement on Form 14A filed on April 7, 2010.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
Limited Brands, Inc.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43216
(614) 415-7076

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FORWARD-LOOKING STATEMENTS
Safe harbor statement under the Private Securities Litigation Reform Act of 1995
Limited Brands, Inc. cautions 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 and consumer spending patterns;

· the global economic crisis and its impact on our suppliers, customers and other counterparties;

· the impact of the global economic crisis on our liquidity and capital resources;

· the dependence on a high volume of mall traffic and the possible lack of availability of suitable store locations

on appropriate terms;

· the seasonality of our business;

· our ability to grow through new store openings and existing store remodels and expansions;

· our ability to expand into international markets;

· independent licensees;

· our direct channel business;

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

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

· 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;

· stock price volatility;

· our failure to maintain our credit rating;

· our ability to service our debt;

· 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,

launch new product lines successfully, offer products at the appropriate price points and enhance our brand
image;

· our ability to retain key personnel;

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

· our reliance on foreign sources of production, including risks related to:

·
political instability;

·
duties, taxes, other charges on imports;

·
legal and regulatory matters;

·
volatility in currency and exchange rates;

·
local business practices and political issues;

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

·
the disruption of imports by labor disputes; and

·
changing expectations regarding product safety due to new legislation.

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

· fluctuations in energy costs;

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

· self-insured risks;

· our ability to implement and sustain information technology systems;

· 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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EXTENDED SETTLEMENT
We expect that delivery of the notes will be made to investors on or about the tenth business day following the date
of this prospectus supplement (this settlement cycle being referred to as "T+10"). Under Rule 15c6-1 of the Exchange Act,
trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, if you wish to trade before the notes are delivered, you will be required, because the notes
initially will settle in T+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed
settlement. If you wish to trade notes before their delivery, you should consult your advisors.

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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
Limited Brands is committed to building a family of the world's best fashion brands offering captivating
customer experiences that drive long-term loyalty and deliver sustained value for our stakeholders. Founded in 1963 in
Columbus, Ohio, Limited Brands has evolved from an apparel-based specialty retailer to an approximately $9 billion
segment leader focused on lingerie, beauty and personal care product categories that make customers feel sexy,
sophisticated and forever young.
We lead these product categories through our Victoria's Secret and Bath & Body Works brands. We sell our
products at more than 1,000 Victoria's Secret stores and over 1,600 Bath & Body Works stores nationwide, via the
Victoria's Secret Catalogue and online at www.VictoriasSecret.com and www.BathandBodyWorks.com. We also sell
upscale accessory products through our Henri Bendel flagship and 10 accessory stores, as well as online at
www.HenriBendel.com. Through our La Senza, Bath & Body Works and Pink brands, products are also available in
retail venues in Canada. Additionally, La Senza has franchising relationships in 49 countries around the globe. Victoria's
Secret products are also made available on a wholesale basis to duty-free stores and other international retail locations.
Victoria's Secret is the leading U.S. specialty retailer of lingerie with modern, fashion-inspired collections,
prestige fragrances and cosmetics, celebrated supermodels and world-famous runway shows. Victoria's Secret lingerie
and beauty stores, the catalogue and www.VictoriasSecret.com allow customers to shop the brand anywhere, any time,
from any place for glamorous and sexy products from lines such as Very Sexy ,
® Body by Victoria , Angels
®
by Victoria's
Secret ,
® VS CottonTM, BioFit an
®
d Victoria's Secret PINK ,
® and luxurious beauty products from lines such as Dream
AngelsTM, Victoria's Secret PINK ,
® Beauty Rush a
® nd Very Sexy .
®
Bath & Body Works has reinvented the personal care industry with the introduction of fragrant flavorful
indulgences, including shower gels, lotions, antibacterial soaps, candles and accessories. Combining the introduction of
spa products that are easily used at home with the incorporation of simple rituals into daily life, Bath & Body Works is
committed to helping consumers improve their emotional and physical well-being. With a focus on creating and offering
the best products, and an emphasis on innovation, Bath & Body Works is the ultimate personal care destination.
Our Strengths
We believe the following competitive strengths contribute to our leading market position, differentiate us from
our competitors, and will drive future growth:
Industry leading brands
We believe that our two flagship brands, Victoria's Secret and Bath & Body Works, are almost universally
recognized and others, including PINK and La Senza, exhibit brand recognition which provides us

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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 late-teen and college-age woman with PINK and then
transition her into glamorous and sexy product lines, such as Angels, Very Sexy or 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, lotions, cosmetics, and athletic attire.

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

aromatherapy, antibacterial soaps, candles and personal care accessories.

· In Canada, La Senza is a leader in the intimate apparel market.
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 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 product launches, which include bra launches at
Victoria's Secret and the recent restage of the Signature Collection and antibacterial lines at Bath & Body Works. Our
merchant, design and sourcing teams at Victoria's Secret and our apparel sourcing function have a long history of
bringing new products to our customers. Our personal care sourcing function works with our merchant teams to bring
new ideas to the Bath & Body Works and Victoria's Secret Beauty customer.
We have an integrated supply chain leading from our key manufacturing partners around the world, through our
distribution centers in Columbus, Ohio, to our stores. We believe that our apparel sourcing function has a long and deep
presence in the key sourcing markets of Asia, which helps us partner with the best manufacturers and get high quality
products to our customers quickly.
Experienced and committed management team
Limited Brands was founded in 1963 and has been led since inception by Leslie H. Wexner. Our senior
management team has a wealth of retail and business experience at Limited Brands and other companies, such as
Nieman Marcus, Target, The Gap, Inc., The Home Depot, Carlson Companies and Yum Brands. We believe that we
have one of the most experienced management teams in retail.

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Our Strategy
Our strategy supports and drives our mission to build a family of the world's best fashion retail brands whose
well-told stories create loyal customers. To this end, 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

· Incubate and grow new brands in current channels

· Build enabling infrastructure and capabilities
Grow and maximize profitability of our core brands in current channels and geographies
The core of the Victoria's Secret brand 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
mailing list.
The core of Bath & Body Works is its Signature Collection, antibacterial and home fragrance product lines,
which together make up the majority of sales and profits for the business. During the past year we restaged both
the Signature Collection and our antibacterial lines with more compelling fragrances, improved formulas and updated
packaging. Additionally, www.BathandBodyWorks.com, which launched in 2006, continues to exhibit strong year-over-
year growth.
We have a multi-year initiative to substantially increase operating margins for our brands through merchandise
margin expansion and expense rationalization. With regard to merchandise margin expansion, we actively manage our
inventory to minimize the level of promotional activity and we have and will continue to work with our merchandise
vendors on innovation, quality, speed and cost. Additionally, we have made a concerted effort to manage home office
headcount and overhead expenses. Finally, we have and will continue to optimize our marketing expense by
concentrating our expenditures on efficient and return-generating programs.
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
opened 31 Bath & Body Works stores and four Victoria's Secret Pink stores in Canada. Based on the success we have
experienced in Canada, we plan to open an additional 30 to 35 Bath & Body Works stores and five more Victoria's
Secret Pink stores in 2010. We also plan to open our first four Victoria's Secret stores in Canada in 2010.
We are also reviewing international opportunities outside of North America. In 2009, our partners opened seven
Victoria's Secret travel and tourism stores with six of those stores outside of the United States. These stores are
principally located in airports and tourist destinations. These stores are focused on Victoria's Secret branded beauty and
accessory products and are operated by partners under a wholesale model. Our partners plan to open 10 to 15 more
Victoria's Secret travel and tourism stores in 2010. We continue to analyze and explore how to further expand our brands
outside of North America.

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