Item 3.03. Material Modification to Rights of Security Holders.

Supplemental Indenture relating to the 5.625% Senior Notes due 2022

As part of its previously announced cash tender offers (the "Tender Offers"), the Company solicited consents (the "Consent Solicitations") from the holders of its (i) 5.625% Senior Notes due 2022 (the "2022 Notes") and (ii) 5.625% Senior Notes due 2023 (the "2023 Notes" and, together with the 2022 Notes, the "Consent Notes") for certain proposed amendments described in the related Offer to Purchase, dated September 16, 2020, that would, among other things, eliminate certain of the restrictive covenants under each indenture governing the Consent Notes (the "Proposed Amendments"). Adoption of the Proposed Amendments with respect to each series of Consent Notes required the requisite consent applicable to each series of Consent Notes as described in the Offer to Purchase (the "Requisite Consent").

Following the receipt of the Requisite Consent with respect to the 2022 Notes, on October 16, 2020, the Company and the Trustee entered into an eleventh supplemental indenture (the "Supplemental Indenture") to effect the Proposed Amendments to the Indenture governing its 2022 Notes, which include (i) amending the definition of "Officer's Certificate", (ii) amending the covenant related to reports and (iii) eliminating the covenant relating to a change of control triggering event in respect of the Company. The Supplemental Indenture was executed, and became effective and operative on the Company, the Trustee and every holder of the Notes, upon its execution and delivery on October 16, 2020.

The foregoing summary of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.




Item 8.01. Other Events.

On October 15, 2020, the Company issued a press release anouncing the final results in the Tender Offers and related Consent Solicitations.

A copy of the press release related to the Tender Offers and Consent Solicitations is filed herewith as Exhibit 99.1, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





Exhibit 4.1     Eleventh Supplemental Indenture, dated October 16, 2020, among L
              Brands, Inc., the guarantors named therein and The Bank of New York
              Mellon Trust Company, N.A., as trustee.

Exhibit 99.1    Press Release dated October 15, 2020 entitled "L Brands Announces
              the Expiration and Final Results of its Cash Tender Offers and Consent
              Solicitations for Certain of its Senior Notes".

Exhibit 104   Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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