Obligation Bath & Body Shop 6.625% ( US532716AT46 ) en USD

Société émettrice Bath & Body Shop
Prix sur le marché 100 %  ▼ 
Pays  Etas-Unis
Code ISIN  US532716AT46 ( en USD )
Coupon 6.625% par an ( paiement semestriel )
Echéance 01/04/2021 - Obligation échue



Prospectus brochure de l'obligation Bath & Body Works US532716AT46 en USD 6.625%, échue


Montant Minimal 1 000 USD
Montant de l'émission 1 000 000 000 USD
Cusip 532716AT4
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Bath & Body Works est une chaîne de magasins américaine spécialisée dans la vente de produits de soins corporels parfumés, tels que des lotions, des gels douche, des bougies, et des brumes parfumées pour le corps.

L'Obligation émise par Bath & Body Shop ( Etas-Unis ) , en USD, avec le code ISIN US532716AT46, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2021







Final Prospectus Supplement
424B3 1 d424b3.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to 424(b)(3)
Registration Statement No. 333-170406 and
333-170406-01 through 333-170406-12
CALCULATION OF REGISTRATION FEE


Proposed
Proposed
Amount
Maximum
Maximum
To Be
Offering Price
Aggregate
Amount of
Title of each class of securities offered

Registered

Per Unit

Offering Price

Registration Fee(1)
6.625% Senior Notes due 2021

1,000,000,000

100%

$1,000,000,000
$116,110.00



(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
To Prospectus dated November 5, 2010
Limited Brands, Inc.
$1,000,000,000
6.625% Senior Notes due 2021


We are offering $1,000,000,000 aggregate principal amount of 6.625% Senior Notes due 2021. We will pay interest on the notes on
April 1 and October 1 of each year, beginning October 1, 2011. The notes will mature on April 1, 2021.
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 April 1, 2014. 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 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)

100.00%
$1,000,000,000
Underwriting discount


1.75%
$
17,500,000
Proceeds, before expenses, to us (1)

98.25%
$ 982,500,000


(1)
Plus accrued interest from March 25, 2011, 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.
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Final Prospectus Supplement
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
March 25, 2011.


Joint Book-Running Managers

BofA Merrill Lynch
J.P. Morgan
Citi




Senior Co-Managers

HSBC
Wells Fargo Securities



Co-Managers

KeyBanc Capital Markets

Mitsubishi UFJ Securities

Mizuho Securities

RBS
PNC Capital Markets LLC

Santander

The Williams Capital Group, L.P.
March 22, 2011
Table of Contents
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
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
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Final Prospectus Supplement
Plan of Distribution
21
Legal Opinions
23
Experts
23

i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offering of notes. The second
part, the accompanying prospectus dated 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," "Limited
Brands" and the "Company" refer to Limited Brands, Inc and its subsidiaries. If we use a capitalized term in this prospectus supplement and do not
define the term in this document, it is defined in the accompanying prospectus.
AVAILABLE INFORMATION
We file reports and other information with the SEC. Such reports and other information filed by us may be inspected and copied at the
SEC's public reference room at 450 Fifth Street, NW, Washington, D.C. 20549. For further information about the public reference room, call 1-
800-SEC-0330. The SEC also maintains a website on the Internet that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC, and such website is located at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus
supplement, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (other than, in each case, documents or information deemed to have been furnished and not filed in
accordance with SEC rules), on or after the date of this prospectus supplement until all of the notes are sold.
The following documents filed with the SEC are incorporated by reference into this prospectus supplement:
(a) Annual Report on Form 10-K for the year ended January 29, 2011 and
(b) 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

ii
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FORWARD-LOOKING STATEMENTS
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Final Prospectus Supplement
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 international markets and related risks;


· our independent licensees and franchisees;


· our direct channel business;


· 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 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 exchange rates;

iii
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·
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;

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Final Prospectus Supplement

· stock price volatility;


· our failure to maintain our credit rating;


· our ability to service 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;


· 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.

iv
Table of Contents
SUMMARY
This summary highlights the information contained elsewhere in this prospectus supplement or incorporated by reference herein.
Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of
this offering, we encourage you to read this entire prospectus supplement and the documents incorporated by reference herein. You should
read the following summary together with the more detailed information and consolidated financial statements and the notes to those
statements incorporated by reference into this prospectus supplement. Unless otherwise indicated, financial information included or
incorporated by reference in this prospectus supplement is presented on an historical basis.
Our Company
We operate in the highly competitive specialty retail business. Founded in 1963 in Columbus, Ohio, we have evolved from an
apparel-based specialty retailer to an approximately $10 billion segment leader focused on women's intimate and other apparel, beauty and
personal care product categories that make customers feel sexy, sophisticated and forever young. We sell our merchandise through specialty
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Final Prospectus Supplement
retail stores in the United States ("U.S.") and Canada, which are primarily mall-based, and through websites, catalogue and other channels.
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. and Canada, through the Victoria's Secret catalogue and
online at www.VictoriasSecret.com. Additionally, Victoria's Secret brand products are also available in duty-free and other international
locations.
Bath & Body Works is one of the leading specialty retailers of personal care products including shower gels, lotions, antibacterial
soaps, home fragrance and accessories. 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 through franchise
locations in the Middle East.
La Senza is a specialty retailer of women's intimate apparel in Canada. We sell our La Senza products at more than 250 La Senza
stores in Canada and online at www.LaSenza.com. Additionally, La Senza has 463 stores in 45 countries operating under licensing
arrangements.
Henri Bendel sells upscale accessory products through our flagship and 10 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
Table of Contents
Industry leading brands
We believe that our two flagship brands, Victoria's Secret and Bath & Body Works, are highly recognized and others, including
Victoria's Secret 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 late-teen and college-age woman with Victoria's Secret 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, antibacterial

soaps, home fragrance and personal care accessories.


· In Canada, La Senza is a leader in women's intimate apparel.
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.
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Final Prospectus Supplement
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 Asia, which helps us partner with the best manufacturers and get high quality
products to our customers 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 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.


S-2
Table of Contents
Our Strategy
Our strategy supports and drives 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;


· Incubate and grow new brands in current channels;


· Build enabling infrastructure and capabilities;


· Become the top destination for talent; and


· Optimize our capital structure.
The following is a discussion of certain of these key strategic imperatives:
Grow and maximize profitability of our core brands in current channels and geographies
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 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. Beginning in 2009, we successfully 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 year-over-year growth.
We have a multi-year goal to substantially 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 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. In 2010, we made
significant progress towards successfully achieving this multi-year goal.


S-3
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Final Prospectus Supplement
Table of Contents
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 59
Bath & Body Works stores, 8 Victoria's Secret Pink stores and 4 Victoria's Secret flagship stores in Canada. Based on the success we have
experienced in Canada, we plan to open an additional 9 to 10 Bath & Body Works stores, 8 to 9 Victoria's Secret stores and 1 to 2 Victoria's
Secret Pink stores in Canada in 2011.
We continue to expand our presence outside of North America. In 2010, we accomplished the following:

· Victoria Secret Travel and Tourism Stores--Our partners opened 11 additional Victoria's Secret travel and tourism stores
bringing the total to 18. 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 franchise or wholesale model.
Our partners plan to open an additional 40 to 50 Victoria's Secret travel and tourism stores in 2011.

· Bath & Body Works Franchise Stores--Our partner opened 6 Bath & Body Works stores in the Middle East in 2010. Our

partner plans to open approximately 20 additional stores in 2011.

· Victoria's Secret Flagship Store--We announced plans to open a Victoria's Secret flagship store on the corner of New Bond

Street and Brook Street in London in 2012.

· La Senza Franchise Stores--Our partners opened 24 additional La Senza stores and plan to open approximately 50 new La

Senza stores globally in 2011.
We continue to analyze and explore how to further expand our brands 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, including Victoria's Secret and Bath &
Body Works. We are constantly experimenting with new ideas and our current efforts include standalone Victoria's Secret Pink stores and
Henri Bendel stores focused on accessories. In 2011, we plan to open 7 additional Henri Bendel stores.
Build enabling infrastructure and capabilities
Over the past five years, we have opened a new Direct to Consumer distribution center, launched new merchandise planning
systems, new supply chain management systems, new financial and other support systems and a new point-of-sale system in our stores. We
are using these capabilities to be able to more productively react to current market conditions, improve inventory accuracy, turnover and in-
stock levels and deliver more targeted assortments at the store level. In 2011, we plan to implement new finance and other support systems in
our direct channel at Victoria's Secret, continue to roll out new point-of-sale systems to our stores, build new cross-channel functionality at
Victoria's Secret and invest in new international support systems.
Recent Developments
In November 2010, our Board of Directors authorized a new share repurchase program of $200 million which included $53 million
remaining under the March 2010 $200 million share repurchase program. Under the new program in fiscal year 2010, we repurchased
approximately 2 million shares of common stock for $60 million. In fiscal year 2011 through March 21, 2011 we repurchased approximately
3 million shares of common stock for $109 million under the new program.
In March 2011, our Board of Directors authorized a new share repurchase program of $500 million which included $31 million
remaining under the November 2010 $200 million share repurchase program.


S-4
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Organizational Structure
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Final Prospectus Supplement
The following summary organization chart sets forth the basic corporate structure of Limited Brands, Inc.

(1)
As defined in this prospectus supplement under the heading "Description of Certain Debt."
Limited 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
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.


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

Securities offered
$1,000 million aggregate principal amount of 6.625% senior notes due 2021.

Maturity date
April 1, 2021.

Interest payment date
Interest on the notes will be payable on April 1 and October 1 of each year, beginning on
October 1, 2011. Interest will accrue from March 25, 2011.

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

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

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

right of payment to the notes;

· rank equal in right of payment to all of our existing and future senior debt and
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Final Prospectus Supplement

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

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

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

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

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

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

will:

· rank senior 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;

· 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


S-6
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· 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), 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.


As of January 29, 2011, after giving effect to the offering of the notes and the use of
proceeds as described under "Use of Proceeds," we would have had (1) $755 million of
unutilized capacity under our senior guaranteed revolving credit facility (which reflects
a reduction in availability as a result of $45 million of outstanding letters of credit) and
(2) approximately $3,507 million of consolidated total indebtedness, of which no
indebtedness would have been secured and no indebtedness would have been owed by
our subsidiaries which are not guarantors. For more detail regarding our total debt, see
"Capitalization."


Limited 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 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 notes to be redeemed plus accrued
and unpaid interest to the redemption date and a "make-whole" premium, as described
under "Description of the Notes--Optional Redemption."

Additionally, from time to time before April 1, 2014, we may redeem up to 35% of the
principal amount of the notes at a redemption price equal to 106.625% of the principal
amount thereof, plus accrued and unpaid interest to, but not including, the redemption

date, with the net cash proceeds that we raise in one or more qualified equity offerings,
so long as at least 65% of the original aggregate principal amount of the notes remains
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Document Outline