Obbligazione Bath & Body Shop 8.5% ( US532716AR89 ) in USD

Emittente Bath & Body Shop
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US532716AR89 ( in USD )
Tasso d'interesse 8.5% per anno ( pagato 2 volte l'anno)
Scadenza 15/06/2019 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Bath & Body Works US532716AR89 in USD 8.5%, scaduta


Importo minimo 2 000 USD
Importo totale 500 000 000 USD
Cusip 532716AR8
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Bath & Body Works è un'azienda americana di vendita al dettaglio specializzata in profumi per la casa e per il corpo, saponi, lozioni e altri prodotti per la cura personale.

The Obbligazione issued by Bath & Body Shop ( United States ) , in USD, with the ISIN code US532716AR89, pays a coupon of 8.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/06/2019







Exchange Offer Prospectus
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424B3 1 d424b3.htm EXCHANGE OFFER PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement Nos. 333-163026 and
333-163026-01 through 333-163026-11

PROSPECTUS
Limited Brands, Inc.

Offer to Exchange All Outstanding $500,000,000 8.50% Senior Notes due 2019 for
$500,000,000 8.50% Senior Notes Due 2019 which have been registered under the Securities Act
We are offering to exchange new 8.50% Senior Notes due 2019 (which we refer to as the "new notes") for our currently outstanding
8.50% Senior Notes due 2019 (which we refer to as the "old notes") on the terms and subject to the conditions detailed in this prospectus and
the accompanying letter of transmittal.
The Exchange Offer


· The exchange offer will expire at 5:00 p.m., New York City time, on January 29, 2010, 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· All old notes that are validly tendered and not validly withdrawn will be exchanged.

· Tenders of old notes may be withdrawn any time prior to 5:00 p.m., New York City time, on the date of expiration of the exchange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 must complete and send the letter of transmittal that accompanies this prospectus to the exchange agent, The Bank of New

York Mellon Trust Company, N.A., by 5:00 p.m. New York City time, on January 29, 2010.


· 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 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 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.

· 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 14 for a discussion of risk factors that should be considered by you prior to tendering your
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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 December 31, 2009
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Table of Contents
TABLE OF CONTENTS



Page
Summary

1
Summary Historical Consolidated Financial Data

11
Risk Factors

14
Use of Proceeds

24
Capitalization

25
Ratio of Earnings to Fixed Charges

26
Description of Certain Debt

27
The Exchange Offer

29
Description of the Notes

38
Material United States Tax Consequences of the Exchange Offer

48
Plan of Distribution

48
Validity of Securities

48
Experts

48
Where You Can Find More Information

49
Incorporation of Documents by Reference

49
In this prospectus unless otherwise indicated or the context otherwise requires, "we," "us," "our," "Company" and "Limited Brands"
refer to Limited Brands, Inc.
The "old notes" consisting of the 8.50% Senior Notes due 2019 which were issued June 19, 2009 and the "new notes" consisting of the
8.50% Senior Notes due 2019 offered pursuant to this prospectus are sometimes collectively referred to in this prospectus as the "notes."
Rather than repeat certain information in this prospectus that we have already included in reports filed with the Securities and
Exchange Commission, this prospectus incorporates important business and financial information about us that is not included in or
delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to: Limited
Brands, Inc., Three Limited Parkway, Columbus, Ohio 43230, telephone (614) 415-7000. In order to ensure timely delivery of the
information, any request should be made no later than five business days before the expiration date of the exchange offer.
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. The letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 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 any person to give you any information or to make any representations about the exchange offer other than
those contained in this prospectus. If you are given any information or representations that are not discussed in this prospectus, you must not
rely on that information or those representations. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities other
than the securities to which it relates. In addition, this prospectus is not an offer to sell or the solicitation of an offer to buy those securities in
any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to
do so, or to any person to whom it is unlawful to make an offer or solicitation. The delivery of this prospectus and any exchange made under
this prospectus do not, under any circumstances, mean that there has not been any change in the affairs of Limited Brands or its subsidiaries
since the date of this prospectus or that information contained in this prospectus is correct as of any time subsequent to its date.

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SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
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, including information included or incorporated by reference herein involve risks and uncertainties and are
subject to change based on various important 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 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 including our new distribution center;


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


· our failure to protect our trade names and trademarks;

· market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities 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;


· 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;

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Table of Contents

·
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; and


·
the disruption of imports by labor disputes;


· 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; and


· legal 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 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 in "Item 1A. Risk Factors" in our 2008
Annual Report on Form 10-K incorporated herein by reference.

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Table of Contents
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.
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 that make customers feel sexy, sophisticated and forever young.
Limited Brands leads these product categories through its Victoria's Secret and Bath & Body Works brands. The company sells
products through over 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, www.BathandBodyWorks.com, www.HenriBendel.com and www.LaSenza.com.
Through its La Senza, Bath & Body Works and PINK brands, products are also available in retail venues in Canada. Additionally, La
Senza has strong franchising relationships in 45 countries around the globe. Victoria's Secret personal care products are 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 , Ang
®
els by Victoria's Secret , VS
®
CottonTM, BioFit a
®
nd Victoria's Secret PINK , a
®
nd
luxurious beauty products from lines such as Dream AngelsTM, Victoria's Secret PINK , Beauty
®
Rush an
®
d Very Sexy . Victo
®
ria's
Secret has strong product penetration and has a number of the best-selling bras in the United States.
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 from nature,
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, Slatkin, C.O. Bigelow and La Senza, exhibit strong brand recognition which provides us with a competitive advantage.
These brands are aspirational at accessible price points, and


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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 guide 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 accessories, fragrances, lotions, cosmetics, swimwear and
athletic attire.

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

antibacterial soaps, candles (under the Slatkin brand name), assorted cosmetics and shampoos, and personal care accessories,
such as brushes, sponges and manicure/pedicure kits.


· In Canada, La Senza is a leader in the intimate apparel market.
Product development
We believe a large part of our success comes from frequent and innovative product launches, which include the BioFit® and IPEX®
bras at Victoria's Secret and the recent restage of the Signature Collection at Bath & Body Works. Our merchant, design and sourcing
teams at Victoria's Secret and Mast (our apparel sourcing function) have a long history of bringing new products to our customers. Our
personal care sourcing function, beautyAvenues, works with our merchant teams to bring new ideas to the Bath & Body Works and
Victoria's Secret Beauty customer.
Supply chain
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 Mast's long and deep presence in the key sourcing markets of Asia helps us
partner with the best manufacturers and get 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 strongest management teams in retail.
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


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and price segments such as the new Body Bare line at the entry price point of $29.50. This is a beautiful everyday line that will introduce
even more women to Victoria's Secret's most celebrated product--our bras. In our direct channel, we have the infrastructure in place to
support growth well into the future. We believe our direct channel is our best brand advertising given the ubiquitous nature of the
internet and our large catalog mailing list.
The core of the Bath & Body Works brand is its Signature Collection, antibacterial lines, and home fragrances, which together
make up the majority of sales and profits for the business. We recently restaged the Signature Collection with more compelling
fragrances and packaging. We are in the process of rolling out redesigned antibacterial product lines. 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 reduce promotion
dependency 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 limit 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
Limited Brands began its international expansion with the acquisition of La Senza at the beginning of 2007. In 2008, we opened
six Bath & Body Works stores in Canada. Based on the substantial success we experienced there, we plan to open 20 to 25 Bath & Body
Works stores in Canada in 2009. We have opened our first four PINK stores in Canada in 2009 and are planning our first Victoria's
Secret store in 2010. We are also reviewing international opportunities outside of North America.
Incubate and grow new brands in current channels
Our most successful brands have either been conceived or incubated within Limited Brands. This includes Bath & Body Works
and Victoria's Secret. We are constantly experimenting with new ideas, and our current efforts include standalone PINK stores and a
small-store version of Henri Bendel focused on accessories.
Build enabling infrastructure and capabilities
Over the past four years, we have opened a new Direct to Consumer distribution center, launched new merchandise planning
systems, new supply chain management systems, and new financial systems. We are using these capabilities to be able to more
productively react to current market conditions, including taking actions ranging from the reduction of overhead to delivering more
targeted assortments at the store level.


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Table of Contents
Organizational Structure
The following summary organization chart sets forth the basic corporate structure of Limited Brands, Inc.

Limited Brands, Inc. is a holding company and its most significant assets are the stock of its subsidiaries. The guarantors represent
(i) substantially all of the revenue of our domestic subsidiaries, (ii) more than 90% of the assets owned by our domestic subsidiaries,
other than real property, aircraft and intercompany investments and (iii) more than 95% of the accounts receivable and inventory directly
owned by our domestic subsidiaries.
Recent Developments
On November 10, 2009, we filed a Current Report on Form 8-K, which is incorporated by reference herein, to provide supplemental
guarantor financial information pursuant to Rule 3-10 of Regulation S-X regarding certain of our subsidiaries that guarantee the notes.
The supplemental guarantor financial information is provided for the periods disclosed within our Annual Report on Form 10-K for the
year ended January 31, 2009 ("2008 Form 10-K") and our Quarterly Report on Form 10-Q for the quarterly period ended August 1,
2009. On June 15, 2009, we filed a Current Report on Form 8-K, which is incorporated by reference herein, to recast our 2008 Form 10-
K for the adoption of SFAS 160.
Our History
Limited 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. The Limited opened its first store in Columbus, Ohio in 1963.


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Table of Contents
The Exchange Offer
On June 19, 2009, we privately placed $500,000,000 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 a registration rights agreement, dated as
of June 19, 2009, 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 $500,000,000 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 Limited 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.


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