Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
January 08 2018 - 4:56PM
Edgar (US Regulatory)
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Free Writing Prospectus
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Filed pursuant to Rule 433 under the Securities Act
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(To the Preliminary Prospectus
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Registration Statement
No. 333-209236
and
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Supplement dated January 8, 2018)
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333-209236-01
through
333-209236-14
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$500,000,000 5.250% Senior Notes due 2028
Term Sheet
January 8, 2018
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Issuer:
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L Brands, Inc.
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Offering Size:
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$500,000,000 aggregate principal amount
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Title of Securities:
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5.250% Senior Notes due 2028 (the “
Notes
”)
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Maturity:
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February 1, 2028
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Offering Price:
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100.000%
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Coupon
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5.250%
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Yield to Maturity:
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5.250%
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Interest Payment Dates:
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February 1 and August 1, commencing August 1, 2018
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Record Dates:
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January 15 and July 15
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Optional Redemption:
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Make-whole call at T+50 bps at any time
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Equity Clawback:
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Up to 35% at 105.250% prior to February 1, 2021
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Joint Book-Running Managers:
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Citigroup
Global Markets Inc.
HSBC Securities (USA) Inc.
J.P. Morgan
Securities LLC
Wells Fargo Securities, LLC
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Senior
Co-Managers:
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Barclays Capital Inc.
ICBC Standard Bank
Plc
KeyBanc Capital Markets Inc.
Mizuho Securities USA
LLC
U.S. Bancorp Investments, Inc.
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Co-Managers:
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The Huntington Investment Company
Scotia
Capital (USA) Inc.
Standard Chartered Bank
TD Securities
(USA) LLC
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Trade Date:
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January 8, 2018
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Settlement Date:
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January 23, 2018 (T + 10)
We expect that delivery of the Notes will be made against payment therefor on or about January 23, 2018, which will be the tenth business day following
the date of pricing of the Notes (such settlement cycle being herein referred to as “
T+10
”). Under Rule
15c6-1
under the Securities Exchange Act of 1934, as amended, trades in the secondary
market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date hereof or the next seven succeeding business days will be
required, by virtue of the fact that the Notes initially will settle T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes during the
period described above should consult their own advisors.
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Distribution:
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Registered Offering
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Net Proceeds:
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We intend to use the net proceeds of the offering, after deducting underwriting discounts and commission and estimated offering expenses, together with cash on hand, for the redemption of our outstanding 8.500% Senior Notes due
2019.
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CUSIP Number:
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501797 AN4
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ISIN Number:
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US501797AN49
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The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the
“
SEC
”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the
SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting the Next-Generation EDGAR System on the SEC web site at
www.sec.gov
. Alternatively, the Issuer or any underwriter will
arrange to send you the prospectus if you request it by calling any of the Joint Book-Running Managers at the numbers below:
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Merrill Lynch, Pierce, Fenner & Smith
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Incorporated
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800-294-1322
(toll free)
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Citigroup Global Markets Inc.
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212-723-6020
(call collect)
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HSBC Securities (USA) LLC
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212-525-5000
(call collect)
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J.P. Morgan Securities LLC
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800-221-1037
(toll free)
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Wells Fargo Securities, LLC
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704-410-0380
(call collect)
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The
information in this communication supplements the information in the preliminary prospectus supplement and supersedes the information in the preliminary prospectus supplement to the extent it is inconsistent with such information. Before you invest,
you should read the preliminary prospectus supplement (including the documents incorporated by reference therein) for more information concerning the Issuer and the Notes.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other
notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system.
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