L Brands, Inc

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement Nos. 333-227288 and 333-227288-01 through 333-227288-14 PROSPECTUS L Brands, Inc. Offer to Exchange All Outstanding $297,405,000 6.694% Senior Notes due 2027 for $297,405,000 6.694% Senior Notes due 2027 which have been registered under the Securities Act. We are offering to exchange new 6.694% Senior Notes due 2027 (which we refer to as the “new notes”) for our currently outstanding 6.694% Senior Notes due 2027 (which we refer to as the “old notes”) on the terms and subject to the conditions detailed in this prospectus. The Exchange Offer • The exchange offer will expire at 11:59 p.m., New York City time, on October 15, 2018, unless extended. • All old notes that are validly tendered and not validly withdrawn will be exchanged. • Tenders of old notes may be withdrawn any time prior to 11:59 p.m., New York City time, on the date of expiration of the exchange offer. • To exchange your old notes, you are required to make the representations described on page 29 to us. • The exchange of the old notes will not be a taxable exchange for U.S. federal income tax purposes. • We will not receive any proceeds from the exchange offer. • You should read the section called “The Exchange Offer” for further information on how to exchange your old notes for new notes. The New Notes • The terms of the new notes to be issued are identical in all material respects to the outstanding old notes, except that the new notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”) and will not have any of the transfer restrictions, registration rights and additional interest provisions relating to the old notes. The new notes will represent the same debt as the old notes, and we will issue the new notes under the same indenture. • The notes will be our senior unsecured obligations. Accordingly, they will: (i) rank senior in right of payment to any of our future debt that is expressly subordinated in right of payment to the notes; (ii) rank equal in right of payment to all of our existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the notes; (iii) be effectively subordinated to all of our existing and future secured debt, to the extent of the value of the assets securing such debt (including obligations under our senior secured revolving credit facility), and be structurally subordinated to all obligations of each of our subsidiaries that do not guarantee the notes; and (iv) be effectively senior to our existing senior unguaranteed notes to the extent of the assets of our subsidiaries that guarantee the notes. • The guarantees will be senior unsecured obligations of the guarantors. Accordingly, they will: (i) rank senior in right of payment to all of the applicable guarantor’s existing and future debt that is expressly subordinated in right of payment to the guarantee; (ii) rank equal in right of payment to all of the applicable guarantor’s existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the notes; and (iii) be effectively subordinated to all of the applicable guarantor’s existing and future secured debt (including such guarantor’s guarantee under our senior secured revolving credit facility and senior secured term loan), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the notes. • No public market exists for the old notes or the new notes. We do not intend to apply for listing of the new notes on any notes exchange or to arrange for them to be quoted on any quotation system. See “Risk Factors” beginning on page 12 for a discussion of risk factors that should be considered by you prior to tendering your old notes in the exchange offer. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is September 17, 2018 TABLE OF CONTENTS TABLE OF CONTENTS Page About this Prospectus ii Forward-Looking Statements iii Market and Industry Data v Non-GAAP Financial Measures v Summary 1 The Exchange Offer 3 The New Notes 6 Summary Historical Consolidated Financial Data 9 Risk Factors 12 Use of Proceeds 24 Capitalization 25 Ratios of Earnings to Fixed Charges 26 Description of Certain Debt 27 The Exchange Offer 29 Description of the Notes 36 Material U.S. Tax Consequences of the Exchange Offer 45 Plan of Distribution 45 Validity of Securities 45 Experts 45 Where You Can Find More Information 46 Incorporation of Documents By Reference 46 i TABLE OF CONTENTS ABOUT THIS PROSPECTUS In this prospectus, unless otherwise stated or the context otherwise requires, references to “we,” “us,” “our,” “L Brands” and the “Company” refer to L Brands, Inc. and its subsidiaries. The “old notes” consisting of the 6.694% Senior Notes due 2027 which were issued on June 18, 2018 and June 29, 2018 and the “new notes” consisting of the 6.694% Senior Notes due 2027 offered pursuant to this prospectus are sometimes collectively referred to in this prospectus as the “notes.” Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for notes where such notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We and the guarantors have agreed that, starting on the expiration date and ending on the close of business six months after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” We have not authorized anyone to provide any information other than that contained or incorporated by reference into this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering the notes for exchange only in jurisdictions where such offers are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of the exchange of the notes offered hereby. ii TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this prospectus, incorporated by reference into this prospectus or made by our company or our management involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and any similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this prospectus, incorporated by reference into this prospectus or otherwise made by our company or our management: • general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events; • the seasonality of our business; • the dependence on mall traffic and the availability of suitable store locations on appropriate terms; • our ability to grow through new store openings and existing store remodels and expansions; • our ability to successfully expand internationally and related risks; • our independent franchise, license and wholesale partners; • our direct channel businesses; • our ability to protect our reputation and our brand images; • our ability to attract customers with marketing, advertising and promotional programs; • our ability to protect our trade names, trademarks and patents; • the highly competitive nature of the retail industry and the segments in which we operate; • consumer acceptance of our products and our ability to manage the life cycle of our brands, keep up with fashion trends, develop new merchandise and launch new product lines successfully; • our ability to source, distribute and sell goods and materials on a global basis, including risks related to: • political instability, significant health hazards, environmental hazards or natural disasters; • duties, taxes and other charges; • legal and regulatory matters; • volatility in currency exchange rates; •

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