Item 1.01 Entry into a Material Definitive Agreement.
On
The Notes mature on
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' certificate setting forth the terms of the Notes (the "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
Item 8.01 Other Events.
On
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
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.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedApril 7, 2020 , amongThe Estée Lauder Companies Inc. andBofA Securities, Inc. ,Citigroup Global Markets Inc. andJ.P. Morgan Securities LLC , as representatives of the several underwriters named therein. 4.1 Officers' Certificate, datedApril 13, 2020 , defining certain terms of the 2.600% Senior Notes due 2030. 4.2 Form of Global Note for the 2.600% Senior Notes due 2030 (included as Exhibit A in Exhibit 4.1). 5.1 Opinion ofWeil, Gotshal & Manges LLP . 23.1 Consent ofWeil, Gotshal & Manges LLP (included in Exhibit 5.1). 99.1 Press Release issued by the Company, datedApril 8, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
© Edgar Online, source