As filed with the Securities and Exchange Commission on January 29, 2019

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

L BRANDS, INC.*

(Exact Name of Registrant as Specified in Its Charter)

Delaware

31-1029810

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification Number)

Three Limited Parkway Columbus, Ohio, 43230

(614) 415-7000

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Samuel P. Fried

Executive Vice President - Law, Policy, and Governance

L Brands, Inc.

Three Limited Parkway Columbus, Ohio, 43230

(614) 415-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Deanna L. Kirkpatrick, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated

filer

x

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

Emerging Growth Company

¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

* Includes certain subsidiaries of L Brands, Inc. identified on the following page.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

Amount Maximum to be Offering Price Registered(1) Per Unit(1)

Common Stock, $0.50 par value

Preferred Stock, $1.00 par value Depositary Shares

Debt Securities

Guarantees of Debt Securities(2) Warrants

Purchase Contracts Units

Total

  • (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.

TABLE OF ADDITIONAL REGISTRANTS

Primary

Standard

Industrial

I.R.S.

Incorporation

Classification

Employer

or

Code

Identification

Exact Name of Registrant as Specified in Its Charter*

Organization

Number

Number

Bath & Body Works Brand Management, Inc.

Delaware

5600

52-2450868

Bath & Body Works Direct, Inc.

Delaware

5600

20-3048392

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

La Senza, Inc.

Delaware

5600

01-0960215

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

State or Other Jurisdiction of

* The address, including zip code, and telephone number, including area code, of each Registrant's principal executive offices is Three Limited Parkway,

Columbus, Ohio 43230, Tel. (614) 415-7000.

PROSPECTUS

L BRANDS, INC.

COMMON STOCK

PREFERRED STOCK

DEPOSITARY SHARES

DEBT SECURITIES

GUARANTEES OF DEBT SECURITIES

WARRANTS

PURCHASE CONTRACTS

UNITS

This prospectus relates to common stock, preferred stock, depositary shares, debt securities, warrants, purchase contracts and units that we may sell from time to time in one or more offerings. The debt securities may be guaranteed by one or more subsidiaries identified in this prospectus on terms to be determined at the time of an offering. This prospectus will allow us to issue securities over time.

We will provide a prospectus supplement each time we issue securities, which will inform you about the specific terms of that offering and may also supplement, update or amend information contained in this document. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities.

Our common stock is listed on the New York Stock Exchange under the symbol "LB." We have not yet determined whether any of the other securities that may be offered by this prospectus will be listed on any exchange, inter-dealer quotation system or over-the-counter market. If we decide to seek the listing of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on which the securities will be listed.

Investing in our securities involves risk. See "Risk Factors" beginning on page 5 of this prospectus.

We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to investors, on a continuous or delayed basis.

The applicable prospectus supplement will provide the names of any underwriters, dealers or agents, the specific terms of the plan of distribution, any over-allotment option and any applicable underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 29, 2019

In this prospectus the terms "L Brands," "we," "us," "our" and the "Company" refer to L Brands, Inc.

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 provided no assurance as to the reliability or, 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 is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

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

19

Description of Units

19

Plan of Distribution

20

Legal Opinions

21

Experts

21

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L Brands Inc. published this content on 29 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 30 January 2019 03:48:07 UTC