Item 1.01 Entry into a Material Definitive Agreement.
On November 21, 2019, The Estée Lauder Companies Inc. (the "Company") completed
a public offering of $500,000,000 aggregate principal amount of its 2.000%
Senior Notes due 2024 (the "2024 Notes"), $650,000,000 aggregate principal
amount of its 2.375% Senior Notes due 2029 (the "2029 Notes") and $650,000,000
aggregate principal amount of its 3.125% Senior Notes due 2049 (the "2049 Notes"
and, together with the 2024 Notes and the 2029 Notes, the "Notes"). The Notes
are governed by the Indenture, dated as of November 5, 1999 (the "Indenture"),
between the Company and U.S. Bank Trust National Association, as successor in
interest to State Street Bank and Trust Company, as trustee.
The 2024 Notes mature on December 1, 2024, the 2029 Notes mature on December 1,
2029 and the 2049 Notes mature on December 1, 2049. Interest on the Notes of
each series is payable on June 1 and December 1 of each year, commencing June 1,
2020 and accrues from November 21, 2019. The Company may redeem the Notes of
each series, in whole or in part, at its option at any time prior to (i)
November 1, 2024 (one month prior to the maturity date of the 2024 Notes) with
respect to the 2024 Notes, (ii) September 1, 2029 (three months prior to the
maturity date of the 2029 Notes) with respect to the 2029 Notes and (iii) June
1, 2049 (six months prior to the maturity date of the 2049 Notes) with respect
to the 2049 Notes, in each case, by paying a make-whole premium, plus accrued
and unpaid interest, if any, to, but excluding, the date of redemption. In
addition, the Company may redeem the Notes of each series, in whole or in part,
at its option at any time on or after (i) November 1, 2024 (one month prior to
the maturity date of the 2024 Notes) with respect to the 2024 Notes, (ii)
September 1, 2029 (three months prior to the maturity date of the 2029 Notes)
with respect to the 2029 Notes and (iii) June 1, 2049 (six months prior to the
maturity date of the 2049 Notes) with respect to the 2049 Notes, in each case,
at 100% of the aggregate principal amount of the 2024 Notes, 2029 Notes or 2049
Notes, as applicable, to be redeemed, plus accrued and unpaid interest thereon
to, but excluding, the date of redemption. The Notes are senior unsecured
obligations of the Company and rank equally with all of its other senior
unsecured indebtedness.
The Notes are subject to certain customary covenants, including limitations on
the Company's ability to merge, consolidate or sell assets? limitations on the
ability of the Company and certain of its subsidiaries to secure indebtedness
with liens? and limitations on sale and leaseback transactions by the Company
and certain of its subsidiaries. In addition, upon the occurrence of a Change of
Control Repurchase Event (as described in the officers' certificates setting
forth the terms of the 2024 Notes, 2029 Notes and 2049 Notes (each, an
"Officers' Certificate")), the Company will be required to make an offer to
repurchase the Notes at 101% of the aggregate principal amount.
The foregoing description of the Indenture and the Notes does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Indenture, which is filed as Exhibit 4 to Amendment No. 1 to the Company's
Registration Statement on Form S-3 (No. 333-85947) filed on November 5, 1999;
and to the full text of the Officers' Certificate and the form of global note
representing the 2024 Notes, to the full text of the Officers' Certificate and
the form of global note representing the 2029 Notes and to the full text of the
Officers' Certificate and the form of global note representing the 2049 Notes,
which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 hereto,
respectively. Each of the foregoing documents is incorporated by reference
herein.
Item 8.01 Other Events.
On November 19, 2019, the Company entered into an underwriting agreement (the
"Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets
Inc. and J.P. Morgan Securities LLC, as representatives of the several
underwriters identified on Schedule II thereto (collectively, the
"Underwriters"), to sell $500,000,000 aggregate principal amount of the 2024
Notes, $650,000,000 aggregate principal amount of the 2029 Notes and
$650,000,000 aggregate principal amount of the 2049 Notes under the Company's
automatic shelf registration statement on Form S-3 (No. 333-225076) (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), on May 21,
2018. The Company sold the 2024 Notes to the Underwriters at a price of 99.071%
of the principal amount thereof, and the Underwriters offered the 2024 Notes to
the public at a price of 99.421% of the principal amount thereof. The Company
sold the 2029 Notes to the Underwriters at a price of 98.596% of the principal
amount thereof, and the Underwriters offered the 2029 Notes to the public at a
price of 99.046% of the principal amount thereof. The Company sold the 2049
Notes to the Underwriters at a price of 97.894% of the principal amount thereof,
and the Underwriters offered the 2049 Notes to the public at a price of 98.769%
of the principal amount thereof.
The Underwriting Agreement contains customary representations, warranties,
conditions to closing, indemnification and obligations of the parties. The
Company has also agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act, or to
contribute to payments that the Underwriters may be required to make in respect
of those liabilities.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 1.1 hereto.
Certain of the Underwriters perform and have performed commercial and investment
banking and advisory services for the Company from time to time for which they
receive and have received customary fees and expenses. The Underwriters may,
from time to time, engage in transactions with and perform services for the
Company in the ordinary course of their business for which they will receive
fees and expenses.
On November 19, 2019, the Company announced the offering and pricing of the
Notes. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
In connection with the offering of the Notes, the Company is filing as Exhibit
5.1 hereto an opinion of counsel addressing the validity of the Notes. Such
opinion is incorporated by reference into the Registration Statement.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated November 19, 2019, among The Estée
Lauder Companies Inc. and BofA Securities, Inc., Citigroup Global
Markets Inc. and J.P. Morgan Securities LLC, as representatives of
the several underwriters named therein.
4.1 Officers' Certificate, dated November 21, 2019 defining certain
terms of the 2.000% Senior Notes due 2024.
4.2 Form of Global Note for the 2.000% Senior Notes due 2024 (included
as Exhibit A in Exhibit 4.1).
4.3 Officers' Certificate, dated November 21, 2019 defining certain
terms of the 2.375% Senior Notes due 2029.
4.4 Form of Global Note for the 2.375% Senior Notes due 2029 (included
as Exhibit A in Exhibit 4.3).
4.5 Officers' Certificate, dated November 21, 2019 defining certain
terms of the 3.125% Senior Notes due 2049.
4.6 Form of Global Note for the 3.125% Senior Notes due 2049 (included
as Exhibit A in Exhibit 4.5).
5.1 Opinion of Weil, Gotshal & Manges LLP.
23.1 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
99.1 Press Release issued by the Company, dated November 19, 2019.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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