| Free Writing Prospectus | Filed pursuant to Rule 433 under the Securities Act | |
| (To the Preliminary Prospectus | Registration Statement No. 333-170406 and | |
| Supplement dated March 22, 2011) | 333-170406-01 through 333-170406-12 |
$1,000,000,000 6.625% Senior Notes due 2021
Term Sheet
March 22, 2011
| Issuer: | Limited Brands, Inc. | |
| Offering Size: | $1,000,000,000 aggregate principal amount (this represents an increase of $250,000,000 from the offering size in the Preliminary Prospectus Supplement) | |
| Title of Securities: | 6.625% Senior Notes due 2021 | |
| Maturity: | April 1, 2021 | |
| Offering Price: | 100.000% | |
| Coupon | 6.625% | |
| Yield to Maturity: | 6.625% | |
| Interest Payment Dates: | April 1 and October 1, commencing October 1, 2011 | |
| Record Dates: | March 15 and September 15 | |
| Optional Redemption: | Make-whole call at T+50 bps at any time | |
| Equity Clawback: | Up to 35% at 106.625% prior to April 1, 2014 | |
| Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities LLC
Citigroup Global Markets Inc. | |
| Senior Co-Managers: | HSBC Securities (USA) Inc.
Wells Fargo Securities, LLC | |
| Co-Managers: | KeyBanc Capital Markets Inc.
Mitsubishi UFJ Securities (USA), Inc.
Mizuho Securities USA Inc.
RBS Securities Inc.
PNC Capital Markets LLC
Santander Investment Securities Inc.
The Williams Capital Group, L.P. | |
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| Trade Date: | March 22, 2011 | |
| Settlement Date: | March 25, 2011 (T+3) | |
| Distribution: | Registered Offering | |
| Net Proceeds: | We estimate that the net proceeds of this offering, after deducting underwriting discounts and commission and estimated offering expenses from the sale of the notes will be approximately $981,000,000. | |
| CUSIP Number: | 532716 AT4 | |
| ISIN Number: | US532716AT46 | |
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission 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:
| Merrill Lynch, Pierce, Fenner & Smith |
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Incorporated |
800-294-1322 (toll free) | |
| J.P. Morgan Securities LLC |
212-270-3994 (call collect) | |
| Citigroup Global Markets Inc. |
212-723-6020 (call collect) | |
The information in this communication 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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