L Brands : Form of prospectus disclosing information, facts, events covered in both forms 424B2, 424B3

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The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(B)(5) Registration Statement No. 333-229414 and 333-229414-01 through 333-229414-14

Subject to Completion, Dated June 5, 2019

Preliminary Prospectus Supplement

To Prospectus dated January 29, 2019

L Brands, Inc. $500,000,000

% Senior Notes due 2029

We are offering $500,000,000 aggregate principal amount of % Senior Notes due 2029 (the "Notes"). We will pay interest on

the Notes on	and	of each year, beginning	, 2019. The Notes will mature on	, 2029.
We may redeem some or all of the Notes at any time on or after	, 2024 at the redemption prices described in this
prospectus supplement under the heading "Description of Notes-Optional Redemption". At any time prior to	, 2024, we may

redeem some or all of the Notes 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, at any time prior to , 2022, redeem up to 35% of the Notes using the proceeds of certain equity offerings. If a change of control triggering event as defined in this prospectus supplement under the heading "Description of the Notes-Change of Control Triggering Event" occurs, we will be required to offer to purchase the Notes from the holders.

The Notes will rank equally in right of payment 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 and will be structurally subordinated to all debt of our subsidiaries that are not guaranteeing the Notes.

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-12of 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)		%	$
Underwriting discount		%	$
Proceeds before expenses to us(1)	%	$
(1) Plus accrued interest from	, 2019, 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 prospectus supplement is truthful or complete. 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 SA/NV, as operator of the Euroclear System, and Clearstream Banking, S.A.,

on or about	, 2019.
			Joint Book-Running Managers
Citigroup	BofA Merrill Lynch	HSBC	J.P. Morgan
			Senior Co-Managers
Barclays	ICBC Standard Bank	KeyBanc Capital Markets	Mizuho Securities	US Bancorp
			Wells Fargo Securities
			Co-Managers
Huntington Capital Markets	PNC Capital Markets LLC	Scotiabank	TD Securities

, 2019

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TABLE OF CONTENTS

TABLE OF CONTENTS

Prospectus Supplement

		PAGE
About This Prospectus Supplement	S-ii
PRIIPS Regulation / Prohibition of Sales to EEA Retail Investors	S-ii
Available Information	S-ii
Forward-Looking Statements	S-iv
Market and Industry Data	S-vi
Non-GAAP Financial Measures	S-vi
Summary	S-1
Risk Factors	S-12
Use of Proceeds	S-23
Capitalization	S-24
Description of Certain Debt	S-25
Description of the Notes	S-28
Book-Entry, Delivery and Form	S-37
Material U.S. Federal Income Tax Considerations	S-40
Underwriting (Conflicts of Interest)	S-43
Legal Matters	S-48
Experts	S-48
Prospectus
		PAGE
About This Prospectus	1
Where You Can Find More Information	2
Incorporation of Documents by Reference	2
Forward-Looking Statements	3
L Brands, Inc.	4
The Guarantors	4
Risk Factors	5
Use of Proceeds	5
Description of Capital Stock	6
Description of Depositary Shares	9
Description of Debt Securities and Guarantees of Debt Securities	10
Description of Warrants	17
Description of Purchase Contracts	18
Description of Units	18
Plan of Distribution	19
Legal Opinions	20
Experts	20

We have not authorized anyone to provide any information other than that contained in or incorporated by reference into this prospectus supplement, the accompanying 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 not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus, any free writing prospectus or any document incorporated by reference is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

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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 January 29, 2019, gives more general information, some of which may not apply to this offering.

This prospectus supplement and the information incorporated by reference into 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 (Conflicts of Interest)."

In this prospectus supplement, 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. 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.

PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA ("EEA"). FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); OR

1. A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC (AS AMENDED, THE "INSURANCE MEDIATION DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN DIRECTIVE 2003/71/EC (AS
   AMENDED, THE "PROSPECTUS DIRECTIVE").

CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

AVAILABLE INFORMATION

We file reports and other information with the Securities and Exchange Commission ("SEC"). The SEC maintains a website 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"), 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.

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