Delaware
|
31-1029810
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification Number)
|
|
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio, 43216
(614) 415-7000
|
||
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
|
Douglas L. Williams
Executive Vice President and General Counsel
L Brands, Inc.
Three Limited Parkway, P.O. Box 16000
Columbus, Ohio, 43216
(614) 415-7000
|
||
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
|
Copy to:
|
||
Sarah Beshar
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
|
Large accelerated filer ☒ | Accelerated filer ☐ | |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☐ |
(1)
|
An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. The Registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r).
|
(2)
|
No separate consideration will be received for the guarantees of the debt securities being registered. In accordance with Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees.
|
Exact Name of Registrant as Specified in Its Charter*
|
State or Other Jurisdiction of Incorporation or Organization
|
Primary Standard Industrial Classification Code Number
|
I.R.S. Employer Identification Number
|
|||
Bath & Body Works Brand Management, Inc.
|
Delaware
|
5600
|
52-2450868
|
|||
Bath & Body Works, LLC
|
Delaware
|
5600
|
52-2455381
|
|||
beautyAvenues, LLC
|
Delaware
|
5600
|
52-2450857
|
|||
Intimate Brands, Inc.
|
Delaware
|
5600
|
51-0346269
|
|||
Intimate Brands Holding, LLC
|
Delaware
|
5600
|
90-0648718
|
|||
L Brands Direct Fulfillment, Inc.
|
Delaware
|
5600
|
52-2450847
|
|||
L Brands Service Company, LLC
|
Delaware
|
5600
|
31-1048997
|
|||
L Brands Store Design & Construction, Inc.
|
Delaware
|
5600
|
31-1301070
|
|||
Mast Industries, Inc.
|
Delaware
|
5600
|
04-2468696
|
|||
Victoria’s Secret Direct Brand Management, LLC
|
Delaware
|
5600
|
52-2450873
|
|||
Victoria’s Secret Stores Brand Management, Inc.
|
Delaware
|
5600
|
52-2450861
|
|||
Victoria’s Secret Stores, LLC
|
Delaware
|
5600
|
54-2170171
|
*
|
The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43216, Tel. (614) 415-7000.
|
Page | |
About This Prospectus
|
1
|
Where You Can Find More Information
|
2
|
Forward-Looking Statements
|
3
|
L Brands, Inc.
|
5
|
The Guarantors
|
5
|
Risk Factors
|
5
|
Use of Proceeds
|
6
|
Ratios of Earnings to Fixed Charges
|
6
|
Description of Capital Stock
|
7
|
Description of Debt Securities and Guarantees of Debt Securities
|
9
|
Description of Warrants
|
18
|
Description of Purchase Contracts
|
19
|
Description of Units
|
19
|
Plan of Distribution
|
19
|
Legal Opinions
|
21
|
Experts
|
21
|
·
|
Annual Report on Form 10-K for the year ended February 2, 2013 (the “2012 Annual Report”) (including the portions of the proxy statement for our annual meeting of stockholders held on May 23, 2013, filed on April 9, 2013 and incorporated by reference therein).
|
·
|
Quarterly Reports on Form 10-Q for the quarterly periods ended May 4, 2013 and August 3, 2013.
|
·
|
Current Reports on Form 8-K filed on March 22, 2013, May 30, 2013, August 9, 2013, October 10, 2013 and October 17, 2013.
|
·
|
The description of our capital stock contained in the Form 8 Amendment to Form 8-A, filed on September 11, 1989, as amended.
|
·
|
general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events
;
|
·
|
the seasonality of our business
;
|
·
|
the dependence on a high volume of mall traffic and the possible lack of availability of suitable store locations on appropriate terms
;
|
·
|
our ability to grow through new store openings and existing store remodels and expansions
;
|
·
|
our
ability to successfully expand into global markets and related risks;
|
·
|
our relationships with independent licensees and franchisee
s;
|
·
|
o
ur direct channel businesses
;
|
·
|
o
ur 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 successfull
y;
|
·
|
our ability to source, distribute and sell goods and materials on a global basis, including risks related to:
|
·
|
political instability
;
|
·
|
duties, taxes and other charges;
|
·
|
legal
and regulatory matters;
|
·
|
volatility in currency and exchange rates;
|
·
|
local business practices and political issues;
|
·
|
potential delays or disruptions in shipping and transportation and related pricing impacts;
|
·
|
the disruption of production or distribution by labor disputes; and
|
·
|
changing
expectations regarding product safety due to new legislation;
|
·
|
stock price volatility
;
|
·
|
our failure to maintain our credit rating
;
|
·
|
our
ability to service or refinance our debt
;
|
·
|
our ability to retain key personnel;
|
·
|
our ability to attract, develop and retain qualified employees and manage labor costs;
|
·
|
the
inability of our manufacturers to deliver products in a timely manner and meet quality standards
;
|
·
|
the possible inability of our manufacturers to deliver products in a timely manner or meet quality standards;
|
·
|
fluctuations in
product input costs
;
|
·
|
f
luctuations in energy costs
;
|
·
|
in
creases in the costs of mailing, paper and printing
;
|
·
|
claims a
rising from our self-insurance
;
|
·
|
our
ability to implement and maintain information technology systems and to protect associated data
;
|
·
|
our failure to comply with regulatory requirements;
|
·
|
tax matters; and
|
·
|
legal and compliance matters.
|
·
|
Bath & Body Works Brand Management, Inc.
|
·
|
Bath & Body Works, LLC
|
·
|
beautyAvenues, LLC
|
·
|
Intimate Brands, Inc.
|
·
|
Intimate Brands Holding, LLC
|
·
|
L Brands Direct Fulfillment, Inc.
|
·
|
L Brands Service Company, LLC
|
·
|
L Brands Store Design & Construction, Inc.
|
·
|
Mast Industries, Inc.
|
·
|
Victoria’s Secret Direct Brand Management, LLC
|
·
|
Victoria’s Secret Stores Brand Management, Inc.
|
·
|
Victoria’s Secret Stores, LLC
|
For the Twenty-Six Weeks Ended
|
For the Fiscal Years Ended
|
|||||||||
August 3,
2013
|
February 2,
2013
|
January 28,
2012
|
January 29,
2011
|
January 30,
2010
|
January 31,
2009
|
|||||
3.4
|
4.1
|
4.5
|
4.8
|
2.8
|
2.8
|
·
|
1,000,000,000 shares of common stock with $.50 par value,
|
·
|
10,000,000 shares of preferred stock with $1.00 par value.
|
·
|
290 million shares of our common stock; and
|
·
|
no shares of our preferred stock.
|
·
|
employee stock options and restricted stock awards to issue approximately 15 million shares of our common stock.
|
·
|
make any payment of any kind or character with respect to any principal of, interest on or other amounts owing in respect of the subordinated debt securities (other than in permitted junior securities); or
|
·
|
acquire any of the subordinated debt securities for cash, property or otherwise.
|
(1)
|
the principal, including redemption payments, premium, if any, interest and other payment obligations in respect of (a) our indebtedness for money borrowed, (b) our indebtedness evidenced by securities, debentures, bonds, notes or other similar instruments issued by us, including any such securities issued under any deed, indenture or other instrument to which we are a party and (c) guarantees of any of the foregoing;
|
(2)
|
all of our capital lease obligations;
|
(3)
|
all of our obligations issued or assumed as the deferred purchase price of property, all of our conditional sale obligations, all of our hedging agreements and agreements of a similar nature thereto and all agreements relating to any such agreements, and all of our obligations under any title retention agreement, but excluding trade accounts payable arising in the ordinary course of business;
|
(4)
|
all of our obligations for reimbursement on any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction;
|
(5)
|
all obligations of the type referred to in clauses (1) through (4) above of other persons for the payment of which we are responsible or liable as obligor, guarantor or otherwise;
|
(6)
|
all obligations of the type referred to in clauses (1) through (5) above of other persons secured by any lien on any of our property or assets, whether or not such obligation is assumed by us; and
|
(7)
|
any deferrals, amendments, renewals, extensions, modifications and refundings of all obligations of the type referred to in clauses (1) through (6) above, in each case whether or not contingent and whether outstanding at the date of effectiveness of the applicable indenture or thereafter incurred,
|
·
|
our capital stock; or
|
·
|
debt securities issued pursuant to a confirmed plan of reorganization that are subordinated in right of payment to all senior indebtedness and any debt securities issued in exchange for senior indebtedness that are subordinated to substantially the same extent as, or to a greater extent than, the subordinated debt securities are subordinated to the senior indebtedness under the indenture.
|
·
|
classification as senior or subordinated debt securities;
|
·
|
ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt;
|
·
|
if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness;
|
·
|
the designation, aggregate principal amount, currency or currencies and denominations of the debt securities;
|
·
|
the price (expressed as a percentage of the aggregate principal amount of the debt securities) at which the debt securities will be issued;
|
·
|
the date or dates of maturity;
|
·
|
the currency or currencies in which the relevant debt securities are being sold and in which the principal of, premium if any, or interest on these debt securities will be payable and, if the holders of any of these debt securities may elect the currency in which payments according to such debt securities are to be made, the manner of the election;
|
·
|
the annual rate or rates (which may be fixed, variable or zero) at which the relevant debt securities will bear interest;
|
·
|
the date from which the interest on the relevant debt securities will accrue, the dates on which this interest will be payable and the date on which payment of this interest will commence;
|
·
|
provisions relating to the deferral of interest payments or extension of interest payments on the subordinated debt securities, including the duration of any such deferral or extension period and the maximum period during which interest payments may be deferred or extended and any provisions relating to the obligations of the Company or limitations on claims of Holders with respect to deferred interest;
|
·
|
if the amount of payments of principal and premium, if any, or any interest may be determined with reference to an index based on a currency or currencies other than that in which the debt securities are stated to be payable, the manner in which these amounts shall be determined;
|
·
|
if the amount of payments of principal and premium, if any, or any interest may be determined with reference to an index based on the prices of securities or commodities, with reference to changes in the prices of particular securities or commodities or otherwise by application of a formula, the manner in which this amount shall be determined;
|
·
|
the dates on which and the price or prices at which the relevant debt securities will, pursuant to any mandatory sinking fund provision, or may, pursuant to any optional redemption or required repayment provisions, be redeemed or repaid and the other terms and provisions of any optional redemption or required repayment;
|
·
|
whether such debt securities are to be issued in the form of one or more global securities and, if so, the identity of the depositary (see definition below) for such global security or securities;
|
·
|
whether the subordinated debt securities will be convertible or exchangeable into shares of common stock or preferred stock, or any of our other capital stock, or any capital stock of any other issuer, cash, or any other property, or any combination of the foregoing, the terms on which such subordinated debt securities are convertible and any requirements relating to the reservation of such shares of common stock or preferred stock for purposes of conversion;
|
·
|
any listing of debt securities on any securities exchange;
|
·
|
whether and the extent that debt securities shall be guaranteed by the guarantors, the ranking of any such guarantee, the terms of such subordination, if applicable, of any such guarantee and the form of any such guarantee;
|
·
|
the terms of any debt warrants offered together with the relevant debt securities; and
|
·
|
any other specific terms of or matters relating to the relevant debt securities.
|
·
|
our and our other subsidiaries’ investments in and advances to the subsidiary exceed ten percent of the total assets of ours and our subsidiaries consolidated as of the end of the most recently completed fiscal year;
|
·
|
our and our other subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the subsidiary exceeds ten percent of the total assets of ours and our subsidiaries consolidated as of the end of the most recently completed fiscal year; or
|
·
|
our and our other subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principles of the subsidiary exceeds ten percent of such income of ours and our subsidiaries consolidated for the most recently completed fiscal year. (Section 504)
|
·
|
either L Brands, Inc. is the continuing corporation or the successor corporation (if other than L Brands, Inc.) expressly assumes by supplemental indenture the obligations of the debt securities (in which case, except in the case of such a lease, we will be discharged from these obligations) and
|
·
|
immediately after the merger, consolidation, sale or lease, we or the successor corporation (if other than us) would not be in default in the performance of any covenant or condition of the respective indenture. (Sections 505 and 1401 of the Senior Debt Indenture and Section 801 of the Subordinated Debt Indenture).
|
·
|
extend the fixed maturity of any debt securities, reduce the rate or extend the time of payment of interest thereon (except for any deferral of interest permitted pursuant to Section 3.01), reduce the principal amount thereof or the premium, if any, thereon, reduce the amount of the principal of original issue discount securities payable on any date, change the coin or currency in which principal of or any premium or interest on any debt securities is payable or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of each debt security so affected, or
|
·
|
reduce the aforesaid percentage of debt securities of any series, the consent of the holders of which is required for any such modification or for the waiver of past default in the case of subordinated debt securities, without the consent of the holders of all debt securities of such series then outstanding, or
|
·
|
with respect to the subordinated debt securities, modify any provision of Section 606, 1302 or Section 506 of the Subordinated Debt Indenture or
|
·
|
modify without the written consent of the trustee the rights, duties or immunities of the trustee. (Sections 1301 and 1302)
|
·
|
default for 30 days in payment of interest upon any debt security of such series;
|
·
|
default in payment of principal (other than a sinking fund installment) or premium, if any, on any debt security of such series;
|
·
|
default for 30 days in payment of any sinking fund installment when due by the terms of the debt securities of such series;
|
·
|
default, for 90 days after notice, in the performance of any other covenant in the indenture (other than a covenant included in the indenture solely for the benefit of a series of debt securities other than such series);
|
·
|
certain events of bankruptcy or insolvency. (Section 601); and
|
·
|
all debt securities previously issued under such indenture have been cancelled or delivered to the trustee for cancellation,
|
·
|
the principal of and premium, if any, and the amounts due upon conversion or exchange of, if applicable, and interest on, all debt securities issued under such indenture then outstanding have been paid in full, or
|
·
|
funds have been deposited with the trustee at the maturity of the debt securities sufficient to pay in full the principal of, and premium, if any, and interest on all debt securities then outstanding. (Sections 1101 and 1102)
|
·
|
the title of such warrants;
|
·
|
the aggregate number of such warrants;
|
·
|
the price or prices at which such warrants will be issued;
|
·
|
the currency or currencies in which the price of such warrants will be payable;
|
·
|
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants;
|
·
|
the price at which, and the currency or currencies in which, the securities or other rights purchasable upon exercise of such warrants may be purchased;
|
·
|
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
·
|
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
·
|
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
·
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
·
|
information with respect to book-entry procedures, if any;
|
·
|
if applicable, a discussion of any material United States Federal income tax considerations; and
|
·
|
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
·
|
debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement;
|
·
|
currencies; or
|
·
|
commodities.
|
·
|
the terms of the units and of the purchase contracts, warrants, debt securities, preferred stock and common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
·
|
a description of the terms of any unit agreement governing the units; and
|
·
|
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
·
|
through underwriters or dealers;
|
·
|
through agents; or
|
·
|
directly to a limited number of purchasers or to a single purchaser.
|
·
|
entitle the underwriters to indemnification by us against certain civil liabilities under the Securities Act of 1933 (the “Act”) or to contribution with respect to payments which the underwriters may be required to make in respect of such liabilities;
|
·
|
provide that the obligations of the underwriters will be subject to certain conditions precedent; and
|
·
|
provide that the underwriters generally will be obligated to purchase all such securities if any are purchased.
|
Amount to be
Paid
|
||
Registration fee
|
$ |
(1)
|
Printing
|
(2)
|
|
Legal fees and expenses (including Blue Sky fees)
|
(2)
|
|
Trustee fees
|
(2)
|
|
Rating agency fees
|
(2)
|
|
Accounting fees and expenses
|
(2)
|
|
Miscellaneous
|
(2)
|
|
TOTAL
|
$ |
(2)
|
(1)
|
Deferred in reliance upon Rule 456(b) and Rule 457(r).
|
(2)
|
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
|
·
|
for any breach of the director’s duty of loyalty to the corporation or its stockholders;
|
·
|
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
·
|
pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or
|
·
|
for any transaction from which the director derived an improper personal benefit.
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned Registrants relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrants or used or referred to by the undersigned Registrants;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrants or its securities provided by or on behalf of the undersigned Registrants; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned Registrants to the purchaser.
|
L BRANDS, INC.
|
|||
By:
|
/s/ Stuart B. Burgdoerfer
|
||
Name:
|
Stuart B. Burgdoerfer
|
||
Title:
|
Executive Vice President and Chief Financial Officer
|
||
(Mr. Burgdoerfer is the principal financial officer and the principal accounting officer and has been duly authorized to sign on behalf of the Registrant)
|
Signature
|
Title
|
Date
|
||
/s/ Leslie H. Wexner
|
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
October 29, 2013
|
||
Leslie H. Wexner
|
||||
/s/ Stuart B. Burgdoerfer
|
Executive Vice President and
Chief Financial Officer (Principal Financial Officer and Principal
Accounting Officer)
|
October 29, 2013
|
||
Stuart B. Burgdoerfer
|
||||
/s/ E. Gordon Gee
|
Director
|
October 29, 2013
|
||
E. Gordon Gee
|
||||
/s/ Dennis S. Hersch
|
Director
|
October 29, 2013
|
||
Dennis S. Hersch
|
||||
Director
|
October 29, 2013
|
|||
Donna A. James
|
||||
/s/ David T. Kollat
|
Director
|
October 29, 2013
|
||
David T. Kollat
|
Signature
|
Title
|
Date
|
||
/s/ William R. Loomis, Jr.
|
Director
|
October 29, 2013
|
||
William R. Loomis, Jr.
|
||||
/s/ Jeffrey H. Miro
|
Director
|
October 29, 2013
|
||
Jeffrey H. Miro
|
||||
/s/ Michael G. Morris
|
Director
|
October 29, 2013
|
||
Michael G. Morris
|
||||
/s/ Allan R. Tessler
|
Director
|
October 29, 2013
|
||
Allan R. Tessler
|
||||
/s/ Abigail S. Wexner
|
Director
|
October 29, 2013
|
||
Abigail S. Wexner
|
||||
/s/ Raymond Zimmerman
|
Director
|
October 29, 2013
|
||
Raymond Zimmerman
|
BATH & BODY WORKS BRAND MANAGEMENT, INC.
INTIMATE BRANDS, INC.
L BRANDS DIRECT FULFILLMENT, INC.
L BRANDS STORE DESIGN & CONSTRUCTION, INC.
MAST INDUSTRIES, INC.
VICTORIA’S SECRET STORES
BRAND MANAGEMENT, INC.
|
|||
By:
|
/s/ Stuart B. Burgdoerfer
|
||
Name:
|
Stuart B. Burgdoerfer
|
||
Title:
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
Signature
|
Title
|
Date
|
||
/s/ Leslie H. Wexner
|
Principal Executive Officer
|
October 29, 2013
|
||
Leslie H. Wexner
|
||||
/s/ Stuart B. Burgdoerfer
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
October 29, 2013
|
||
Stuart B. Burgdoerfer
|
||||
/s/ Douglas L. Williams
|
Director
|
October 29, 2013
|
||
Douglas L. Williams
|
BATH & BODY WORKS, LLC
VICTORIA’S SECRET STORES, LLC
|
|||
By: | RETAIL STORE OPERATIONS, INC., its sole member | ||
By:
|
/s/ Stuart B. Burgdoerfer
|
||
Name:
|
Stuart B. Burgdoerfer
|
||
Title:
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
Signature
|
Title
|
Date
|
||
/s/ Leslie H. Wexner
|
Principal Executive Officer
|
October 29, 2013
|
||
Leslie H. Wexner
|
||||
/s/ Stuart B. Burgdoerfer
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
October 29, 2013
|
||
Stuart B. Burgdoerfer
|
||||
/s/ Douglas L. Williams
|
Director
|
October 29, 2013
|
||
Douglas L. Williams
|
VICTORIA’S SECRET DIRECT BRAND MANAGEMENT, LLC
|
|||
By: | VICTORIA’S SECRET STORES BRAND MANAGEMENT, INC., its sole member | ||
By:
|
/s/ Stuart B. Burgdoerfer
|
||
Name:
|
Stuart B. Burgdoerfer
|
||
Title:
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
Signature
|
Title
|
Date
|
||
/s/ Leslie H. Wexner
|
Principal Executive Officer
|
October 29, 2013
|
||
Leslie H. Wexner
|
||||
/s/ Stuart B. Burgdoerfer
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
October 29, 2013
|
||
Stuart B. Burgdoerfer
|
||||
/s/ Douglas L. Williams
|
Director
|
October 29, 2013
|
||
Douglas L. Williams
|
INTIMATE BRANDS HOLDING, LLC
|
|||
By: | INTIMATE BRANDS, INC., Manager | ||
By:
|
/s/ Stuart B. Burgdoerfer
|
||
Name:
|
Stuart B. Burgdoerfer
|
||
Title:
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
Signature
|
Title
|
Date
|
||
/s/ Leslie H. Wexner
|
Principal Executive Officer
|
October 29, 2013
|
||
Leslie H. Wexner
|
||||
/s/ Stuart B. Burgdoerfer
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
October 29, 2013
|
||
Stuart B. Burgdoerfer
|
||||
/s/ Douglas L. Williams
|
Director
|
October 29, 2013
|
||
Douglas L. Williams
|
BEAUTYAVENUES, LLC
|
|||
By: | MAST INDUSTRIES, INC., its sole member | ||
By:
|
/s/ Stuart B. Burgdoerfer
|
||
Name:
|
Stuart B. Burgdoerfer
|
||
Title:
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
Signature
|
Title
|
Date
|
||
/s/ Leslie H. Wexner
|
Principal Executive Officer
|
October 29, 2013
|
||
Leslie H. Wexner
|
||||
/s/ Stuart B. Burgdoerfer
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
October 29, 2013
|
||
Stuart B. Burgdoerfer
|
||||
/s/ Douglas L. Williams
|
Director
|
October 29, 2013
|
||
Douglas L. Williams
|
L BRANDS SERVICE COMPANY, LLC
|
|||
By: | INTIMATE BRANDS HOLDING, LLC, its sole member | ||
By:
|
/s/ Stuart B. Burgdoerfer
|
||
Name:
|
Stuart B. Burgdoerfer
|
||
Title:
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
Signature
|
Title
|
Date
|
||
/s/ Leslie H. Wexner
|
Principal Executive Officer
|
October 29, 2013
|
||
Leslie H. Wexner
|
||||
/s/ Stuart B. Burgdoerfer
|
Principal Financial Officer,
Principal Accounting Officer and Director
|
October 29, 2013
|
||
Stuart B. Burgdoerfer
|
||||
/s/ Douglas L. Williams
|
Director
|
October 29, 2013
|
||
Douglas L. Williams
|
Exhibit No.
|
Document
|
||
1.1
|
Proposed form of Terms Agreement (including Annex A thereto) which constitutes the Underwriting Agreement for Debt Securities and Warrants to purchase Debt Securities (filed as Exhibit 1.1 to the Registration Statement on Form S-3 (Reg. No. 333-170406) filed on November 5, 2010)
|
||
1.2
|
Proposed form of Underwriting Agreement for Securities other than Debt Securities and Warrants to purchase Debt Securities (to be filed on Form 8-K or by amendment)
|
||
4.1.1
|
Indenture dated as of March 15, 1988 between the Registrant and The Bank of New York (filed as Exhibit 4.1 to the Registration Statement on Form S-3 (Reg. No. 333-105484) filed May 22, 2003)
|
||
4.1.2
|
First Supplemental Indenture dated as of May 31, 2005 among the Registrant, The Bank of New York and The Bank of New York Trust Company, N.A. (filed as Exhibit 4.1.2 to the Registration Statement on Form S-3 (Reg. No. 333-125561) filed June 6, 2005)
|
||
4.1.3
|
Second Supplemental Indenture dated as of July 17, 2007 between the Registrant and The Bank of New York Trust Company, N.A. (filed as Exhibit 4.1.3 to the Registration Statement on Form S-3 (Reg. No. 333-146420) filed October 1, 2007)
|
||
4.1.4
|
Third Supplemental Indenture dated as of May 4, 2010 between the Registrant, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 4.1.4 to the Registration Statement on Form S-3 (Reg. No. 333-170406) filed on November 5, 2010)
|
||
4.1.5
|
Fourth Supplemental Indenture dated as of January 29, 2011 between the Registrant, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 4.1.5 to the post-effective amendment to the Registration Statement on Form S-3 (Reg. No. 333-170406) filed on November 5, 2010)
|
||
4.1.6
|
Form of Fifth Supplemental Indenture between the Registrant, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 4.1.6 to the post-effective amendment to the Registration Statement on Form S-3 (Reg. No. 333-170406) filed on November 5, 2010)
|
||
4.1.7
|
Sixth Supplemental Indenture dated as of February 7, 2012 between the Registrant, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q filed on June 1, 2012)
|
||
4.1.8*
|
Seventh Supplemental Indenture dated as of March 22, 2013 between the Registrant, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A.
|
||
4.1.9*
|
Eighth Supplemental Indenture dated as of October 16, 2013 between the Registrant, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A.
|
||
4.1.10
|
Form of Subordinated Debt Indenture between the Registrant and The Bank of New York Trust Company, N.A. (now known as The Bank of New York Mellon Trust Company, N.A.)(filed as Exhibit 4.1.4 to the Registration Statement on Form S-3 (Reg. No. 333-146420) filed October 1, 2007)
|
||
4.2
|
Form of Warrant Agreement for warrants sold attached to Debt Securities, with form of Warrant Certificate attached as Exhibit A thereto (filed as Exhibit 4.2 to the Registration Statement on Form S-3 (Reg. No. 33-53366) filed October 16, 1992)
|
||
4.3
|
Form of Warrant Agreement for warrants sold alone, with form of Warrant Certificate attached as Exhibit A thereto (filed as Exhibit 4.3 to the Registration Statement on Form S-3 (Reg. No. 33-53366) filed October 16, 1992)
|
||
5.1*
|
Opinion of Davis Polk & Wardwell LLP
|
||
12.1*
|
Computation of Ratios of Earnings to Fixed Charges
|
||
15.1*
|
Letter of Awareness from Ernst & Young LLP
|
||
23.1*
|
Consent of Ernst & Young LLP
|
||
23.2*
|
Consent of Davis Polk & Wardwell LLP (included in opinion filed herewith as Exhibit 5.1)
|
||
24.1*
|
Powers of Attorney (included on signature pages)
|
||
25.1*
|
Form T-1 Statement of Eligibility of Trustee for the Senior Debt Indenture dated as of March 15, 1988
|
||
25.2*
|
Form T-1 Statement of Eligibility of Trustee for the form of the Subordinated Debt Indenture
|
SECTION 1.1.
|
Definitions.
|
2
|
SECTION 2.1.
|
Amendments.
|
3
|
SECTION 3.1.
|
Effect of Seventh Supplemental Indenture.
|
3
|
SECTION 3.2.
|
Effect of Headings.
|
3
|
SECTION 3.3.
|
Successors and Assigns.
|
3
|
SECTION 3.4.
|
Severability Clause.
|
3
|
SECTION 3.5.
|
Benefits of Seventh Supplemental Indenture.
|
4
|
SECTION 3.6.
|
Conflict.
|
4
|
SECTION 3.7.
|
Governing Law.
|
4
|
SECTION 3.8.
|
Trustee.
|
4
|
L BRANDS, INC. (f/k/a Limited Brands, Inc.)
|
|||
By:
|
/s/ Kimberly A. Villena
|
||
Name:
|
Kimberly A. Villena
|
||
Title:
|
Assistant Treasurer
|
GUARANTORS:
|
|||
BATH & BODY WORKS BRAND
|
|||
MANAGEMENT, INC.
|
|||
BATH & BODY WORKS, LLC
|
|||
BEAUTYAVENUES, LLC
|
|||
INTIMATE BRANDS, INC.
|
|||
INTIMATE BRANDS HOLDING, LLC
|
|||
LIMITED BRANDS DIRECT FULFILLMENT, INC.
|
|||
LIMITED BRANDS SERVICE COMPANY, LLC
|
|||
LIMITED STORE PLANNING, INC.
|
|||
MAST INDUSTRIES, INC.
|
|||
VICTORIA’S SECRET DIRECT BRAND MANAGEMENT, LLC
|
|||
VICTORIA’S SECRET STORES BRAND
|
|||
MANAGEMENT, INC.
|
|||
VICTORIA’S SECRET STORES, LLC
|
|||
By:
|
/s/ Kimberly A. Villena
|
||
Name:
|
Kimberly A. Villena
|
||
Title:
|
Assistant Treasurer
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
|
|||
as Trustee
|
|||
By:
|
/s/ Melonee Young
|
||
Name:
|
Melonee Young
|
||
Title:
|
Vice President
|
ARTICLE ONE
|
||
DEFINITIONS AND OTHER PROVISIONS OF
|
||
GENERAL APPLICATION
|
||
SECTION 1.1.
|
Definitions.
|
2
|
ARTICLE TWO
|
||
SECURITIES FORMS
|
||
SECTION 2.1.
|
Creation of the Notes; Designations.
|
8
|
SECTION 2.2.
|
Forms Generally.
|
8
|
ARTICLE THREE
|
||
GENERAL TERMS AND CONDITIONS OF THE NOTES
|
||
SECTION 3.1.
|
Title and Terms of Notes.
|
9
|
ARTICLE FOUR
|
||
REDEMPTION
|
||
SECTION 4.1.
|
Optional Redemption.
|
10
|
SECTION 4.2.
|
Optional Redemption Procedures.
|
10
|
ARTICLE FIVE
|
||
COVENANTS
|
||
SECTION 5.1.
|
Limitations on Mergers and Sales of Assets.
|
11
|
SECTION 5.2.
|
Successor Person Substituted.
|
11
|
SECTION 5.3.
|
Reports.
|
11
|
SECTION 5.4.
|
Additional Subsidiary Guarantees.
|
12
|
SECTION 5.5.
|
Change of Control.
|
12
|
ARTICLE SIX
|
||
GUARANTEE OF NOTES
|
||
SECTION 6.1.
|
Guarantee.
|
13
|
SECTION 6.2.
|
Execution and Delivery of Notation of Guarantee.
|
14
|
SECTION 6.3.
|
Limitation of Guarantee.
|
14
|
SECTION 6.4.
|
Release of Guarantor.
|
14
|
SECTION 6.5.
|
Waiver of Subrogation.
|
15
|
ARTICLE SEVEN
|
||
SATISFACTION AND DISCHARGE
|
||
SECTION 7.1.
|
Satisfaction and Discharge.
|
15
|
ARTICLE EIGHT
|
||
SUPPLEMENTAL INDENTURES
|
||
SECTION 8.1.
|
Without Consent of Holders, Company and Trustee May Enter Into Supplemental Indentures for Specified Purposes.
|
20
|
ARTICLE NINE
|
||
MISCELLANEOUS
|
||
SECTION 9.1.
|
Effect of Eighth Supplemental Indenture.
|
21
|
SECTION 9.2.
|
Effect of Headings.
|
21
|
SECTION 9.3.
|
Successors and Assigns.
|
21
|
SECTION 9.4.
|
Severability Clause.
|
21
|
SECTION 9.5.
|
Benefits of Eighth Supplemental Indenture.
|
21
|
SECTION 9.6.
|
Conflict.
|
21
|
SECTION 9.7.
|
Governing Law.
|
22
|
SECTION 9.8.
|
Trustee.
|
22
|
L BRANDS, INC.
|
|||
By:
|
/s/ Timothy J. Faber | ||
Name: Timothy J. Faber | |||
Title: Senior Vice President of Treasury – Mergers and Acquisitions and Treasurer | |||
GUARANTORS:
BATH & BODY WORKS BRAND
MANAGEMENT, INC.
BATH & BODY WORKS, LLC
BEAUTYAVENUES, LLC
INTIMATE BRANDS, INC.
INTIMATE BRANDS HOLDING, LLC
L BRANDS DIRECT FULFILLMENT, INC.
L BRANDS SERVICE COMPANY, LLC
L BRANDS STORE DESIGN & CONSTRUCTION, INC.
MAST INDUSTRIES, INC.
VICTORIA’S SECRET DIRECT BRAND MANAGEMENT, LLC
VICTORIA’S SECRET STORES BRAND
MANAGEMENT, INC.
VICTORIA’S SECRET STORES, LLC
|
|||
By:
|
/s/ Timothy J. Faber | ||
Name: Timothy J. Faber | |||
Title:
Senior Vice President of Treasury – Mergers and Acquisitions and Treasurer
|
|||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
|
|||
By:
|
/s/ Lawrence M. Kusch | ||
Name: Lawrence M. Kusch | |||
Title:
Vice President
|
|||
No. [ ]
|
$[ ]
|
L BRANDS, INC.
|
|||
By:
|
|||
Name: | |||
Title: | |||
L BRANDS, INC.
|
||
By:
|
||
Name: | ||
Title: | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
|
|||
By:
|
|||
Authorized Officer |
Date of
Exchange
|
Amount of decrease in
Principal Amount of
this Global Security
|
Amount of increase
in Principal Amount of this Global Security
|
Principal Amount
of this Global Security following such decrease or increase
|
Signature of
authorized signatory
of Trustee or Debt
Securities Custodian
|
BATH & BODY WORKS BRAND
MANAGEMENT, INC.
BATH & BODY WORKS, LLC
BEAUTYAVENUES, LLC
INTIMATE BRANDS, INC.
INTIMATE BRANDS HOLDING, LLC
L BRANDS DIRECT FULFILLMENT, INC.
L BRANDS SERVICE COMPANY, LLC
L BRANDS STORE DESIGN & CONSTRUCTION, INC.
MAST INDUSTRIES, INC.
VICTORIA’S SECRET DIRECT BRAND MANAGEMENT, LLC
VICTORIA’S SECRET STORES BRAND
MANAGEMENT, INC.
VICTORIA’S SECRET STORES, LLC
|
|||
By:
|
|||
Name: | |||
Title:
|
|||
|
1.
|
When the necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of such shares of Common Stock proposed to be sold by the Company, and when such shares of Common Stock are issued and delivered in accordance with the applicable underwriting or other agreement against payment therefor (in excess of par value thereof) or upon conversion or exercise of any security offered under the Registration Statement (the “
Offered Security
”), in accordance with terms of such Offered Security or the instrument governing such Offered Security providing for such conversion or exercise as approved by the Board of Directors of the Company, for the consideration approved by such Board of Directors (which consideration is not less than the par value of the Common Stock), such shares of Common Stock will be validly issued, fully-paid and non-assessable.
|
|
2.
|
Upon designation of the relative rights, preferences and limitations of any series of Preferred Stock by the Board of Directors of the Company and the proper filing with the Secretary of State of the State of Delaware of a Certificate of Designation relating to such series of Preferred Stock, all necessary corporate action on the part of the Company will have been taken to authorize the issuance and sale of such series of Preferred Stock proposed to be sold by the Company, and when such shares of Preferred Stock are issued and delivered in accordance with the applicable underwriting or other agreement against payment therefor (in excess of par value thereof), such shares of Preferred Stock will be validly issued, fully paid and non-assessable.
|
|
3.
|
When the Indentures and any supplemental indenture to be entered into in connection with the issuance of any Debt Securities have been duly authorized, executed and delivered by the Trustees and the Company; the specific terms of a particular series of Debt Securities have been duly authorized and established in accordance with the Indenture; and such Debt Securities have been duly authorized, executed, authenticated, issued and delivered in accordance with the applicable Indenture and any supplemental indenture and the applicable underwriting or other agreement against payment therefor, such Debt Securities will constitute valid and binding obligations of the applicable Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law and (y) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
|
|
4.
|
When the applicable deposit agreement has been duly authorized, executed and delivered by the parties thereto, and Preferred Stock has been deposited thereunder, any Depositary Shares when issued in accordance with the terms thereof will be valid and binding instruments in accordance with their terms and the terms of the applicable deposit agreement.
|
|
5.
|
When the Guarantees have been duly executed and delivered by the parties thereto as contemplated by the applicable Indenture and any supplemental indenture and the applicable underwriting or other agreement, the Guarantees will constitute valid and binding obligations of the applicable Guarantor, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law and (y) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
|
|
6.
|
When the Warrant Agreement to be entered into in connection with the issuance of any Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company; the specific terms of the Warrants have been duly authorized and established in accordance with the Warrant Agreement; and such Warrants have been duly authorized, executed, issued and delivered in accordance with the Warrant Agreement and the applicable underwriting or other agreement against payment therefor, such Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.
|
|
7.
|
When the Purchase Contract Agreement to be entered into in connection with the issuance of any Purchase Contracts has been duly authorized, executed and delivered by the Purchase Contract Agent and the Company; the specific terms of the Purchase Contracts have been duly authorized and established in accordance with the Purchase Contract Agreement; and such Purchase Contracts have been duly authorized, executed, issued and delivered in accordance with the Purchase Contract Agreement and the applicable underwriting or other agreement against payment therefor, such Purchase Contracts will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.
|
|
8.
|
When the Unit Agreement to be entered into in connection with the issuance of any Units has been duly authorized, executed and delivered by the Unit Agent and the Company; the specific terms of the Units have been duly authorized and established in accordance with the Unit Agreement; and such Units have been duly authorized, executed, issued and delivered in accordance with the Unit Agreement and the applicable underwriting or other agreement against payment therefor, such Units will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.
|
Fiscal Period Ended
|
||||||||||||||||||||||||
Twenty-six Weeks ended August 3, 2013
|
February 2, 2013
|
January 28, 2012
|
January 29, 2011
|
January 30, 2010
|
January 31, 2009
|
|||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
Earnings:
|
||||||||||||||||||||||||
Income before income taxes, noncontrolling interest and cumulative effect of change in accounting principle
|
$ | 517 | $ | 1,280 | $ | 1,226 | $ | 1,251 | $ | 650 | $ | 449 | ||||||||||||
Fixed charges (excluding capitalized interest)
|
212 | 426 | 354 | 329 | 357 | 297 | ||||||||||||||||||
Distributions from equity method investments, net of income or loss from equity investees
|
(3 | ) | 11 | -- | (3 | ) | (5 | ) | 102 | |||||||||||||||
Total earnings
|
$ | 726 | $ | 1,717 | $ | 1,580 | $ | 1,577 | $ | 1,002 | $ | 848 | ||||||||||||
Fixed charges:
|
||||||||||||||||||||||||
Portion of minimum rent representative of interest
|
$ | 56 | $ | 107 | $ | 105 | $ | 118 | $ | 118 | $ | 115 | ||||||||||||
Interest on indebtedness (including capitalized interest)
|
156 | 317 | 246 | 208 | 238 | 184 | ||||||||||||||||||
Total fixed charges
|
$ | 212 | $ | 424 | $ | 351 | $ | 326 | $ | 356 | $ | 299 | ||||||||||||
Ratio of earnings to fixed charges
|
3.4 | 4.1 | 4.5 | 4.8 | 2.8 | 2.8 | ||||||||||||||||||
(Jurisdiction of incorporation
if not a U.S. national bank)
|
95-3571558
(I.R.S. employer
identification no.)
|
400 South Hope Street
Suite 400
Los Angeles, California
(Address of principal executive offices)
|
90071
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
31-1029810
(I.R.S. employer
identification no.)
|
Exact Name of Registrant as Specified in Its Charter
|
State or Other Jurisdiction of Incorporation or Organization
|
I.R.S. Employer Identification Number
|
Bath & Body Works Brand Management, Inc.
|
Delaware
|
52-2450868
|
Bath & Body Works, LLC
|
Delaware
|
52-2455381
|
beautyAvenues, LLC
|
Delaware
|
52-2450857
|
Intimate Brands, Inc.
|
Delaware
|
51-0346269
|
Intimate Brands Holding, LLC
|
Delaware
|
90-0648718
|
L Brands Direct Fulfillment, Inc.
|
Delaware
|
52-2450847
|
L Brands Service Company, LLC
|
Delaware
|
31-1048997
|
L Brands Store Design & Construction, Inc.
|
Delaware
|
31-1301070
|
Mast Industries, Inc.
|
Delaware
|
04-2468696
|
Victoria’s Secret Direct Brand Management, LLC
|
Delaware
|
52-2450873
|
Victoria’s Secret Stores Brand Management, Inc.
|
Delaware
|
52-2450861
|
Victoria’s Secret Stores, LLC
|
Delaware
|
54-2170171
|
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio
(Address of principal executive offices)
|
43216
(Zip code)
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Comptroller of the Currency
United States Department of the Treasury
|
Washington, DC 20219
|
Federal Reserve Bank
|
San Francisco, CA 94105
|
Federal Deposit Insurance Corporation
|
Washington, DC 20429
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement
No. 333-152875).
|
|
2.
|
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
|
|
3.
|
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement
No. 333-152875).
|
|
4.
|
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement
No. 333-162713)
.
|
|
6.
|
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement
No. 333-152875).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
|
||||
|
By:
|
/s/ Michael Countryman | ||
Name: |
Michael Countryman
|
|||
Title: | Vice President | |||
LIABILITIES
|
||
Deposits:
|
||
In domestic offices
|
541
|
|
Noninterest-bearing
|
541
|
|
Interest-bearing
|
0
|
|
Not applicable
|
||
Federal funds purchased and securities
|
||
sold under agreements to repurchase:
|
||
Federal funds purchased
|
0
|
|
Securities sold under agreements to repurchase
|
0
|
|
Trading liabilities
|
0
|
|
Other borrowed money:
|
||
(includes mortgage indebtedness
|
||
and obligations under capitalized
|
||
leases)
|
0
|
|
Not applicable
|
||
Not applicable
|
||
Subordinated notes and debentures
|
0
|
|
Other liabilities
|
249,025
|
|
Total liabilities
|
249,566
|
|
Not applicable
|
||
EQUITY CAPITAL
|
||
Perpetual preferred stock and related surplus
|
0
|
|
Common stock
|
1,000
|
|
Surplus (exclude all surplus related to preferred stock)
|
1,121,667
|
|
Not available
|
||
Retained earnings
|
566,137
|
|
Accumulated other comprehensive income
|
3,005
|
|
Other equity capital components
|
0
|
|
Not available
|
||
Total bank equity capital
|
1,691,809
|
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
0
|
|
Total equity capital
|
1,691,809
|
|
Total liabilities and equity capital
|
1,941,375
|
(Jurisdiction of incorporation
if not a U.S. national bank)
|
95-3571558
(I.R.S. employer
identification no.)
|
400 South Hope Street
Suite 400
Los Angeles, California
(Address of principal executive offices)
|
90071
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
31-1029810
(I.R.S. employer
identification no.)
|
Exact Name of Registrant as Specified in Its Charter
|
State or Other Jurisdiction of Incorporation or Organization
|
I.R.S. Employer Identification Number
|
Bath & Body Works Brand Management, Inc.
|
Delaware
|
52-2450868
|
Bath & Body Works, LLC
|
Delaware
|
52-2455381
|
beautyAvenues, LLC
|
Delaware
|
52-2450857
|
Intimate Brands, Inc.
|
Delaware
|
51-0346269
|
Intimate Brands Holding, LLC
|
Delaware
|
90-0648718
|
L Brands Direct Fulfillment, Inc.
|
Delaware
|
52-2450847
|
L Brands Service Company, LLC
|
Delaware
|
31-1048997
|
L Brands Store Design & Construction, Inc.
|
Delaware
|
31-1301070
|
Mast Industries, Inc.
|
Delaware
|
04-2468696
|
Victoria’s Secret Direct Brand Management, LLC
|
Delaware
|
52-2450873
|
Victoria’s Secret Stores Brand Management, Inc.
|
Delaware
|
52-2450861
|
Victoria’s Secret Stores, LLC
|
Delaware
|
54-2170171
|
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio
(Address of principal executive offices)
|
43216
(Zip code)
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Comptroller of the Currency
United States Department of the Treasury
|
Washington, DC 20219
|
Federal Reserve Bank
|
San Francisco, CA 94105
|
Federal Deposit Insurance Corporation
|
Washington, DC 20429
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement
No. 333-152875).
|
|
2.
|
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
333-121948).
|
|
3.
|
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement
No.
333-152875).
|
|
4.
|
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement
No. 333-162713)
.
|
|
6.
|
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement
No. 333-152875).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
|
||||
|
By:
|
/s/ Michael Countryman | ||
Name: | Michael Countryman | |||
Title: | Vice President | |||
LIABILITIES
|
||
Deposits:
|
||
In domestic offices
|
541
|
|
Noninterest-bearing
|
541
|
|
Interest-bearing
|
0
|
|
Not applicable
|
||
Federal funds purchased and securities
|
||
sold under agreements to repurchase:
|
||
Federal funds purchased
|
0
|
|
Securities sold under agreements to repurchase
|
0
|
|
Trading liabilities
|
0
|
|
Other borrowed money:
|
||
(includes mortgage indebtedness
|
||
and obligations under capitalized
|
||
leases)
|
0
|
|
Not applicable
|
||
Not applicable
|
||
Subordinated notes and debentures
|
0
|
|
Other liabilities
|
249,025
|
|
Total liabilities
|
249,566
|
|
Not applicable
|
||
EQUITY CAPITAL
|
||
Perpetual preferred stock and related surplus
|
0
|
|
Common stock
|
1,000
|
|
Surplus (exclude all surplus related to preferred stock)
|
1,121,667
|
|
Not available
|
||
Retained earnings
|
566,137
|
|
Accumulated other comprehensive income
|
3,005
|
|
Other equity capital components
|
0
|
|
Not available
|
||
Total bank equity capital
|
1,691,809
|
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
0
|
|
Total equity capital
|
1,691,809
|
|
Total liabilities and equity capital
|
1,941,375
|