Item 1.01 Entry into a Material Definitive Agreement.
On May 12, 2023, The Estée Lauder Companies Inc. (the "Company") completed a
public offering of $700,000,000 aggregate principal amount of its 4.375% Senior
Notes due 2028 (the "2028 Notes"), $700,000,000 aggregate principal amount of
its 4.650% Senior Notes due 2033 (the "2033 Notes") and $600,000,000 aggregate
principal amount of its 5.150% Senior Notes due 2053 (the "2053 Notes" and,
together with the 2028 Notes and the 2033 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 2028 Notes mature on May 15, 2028, the 2033 Notes mature on May 15, 2033 and
the 2053 Notes mature on May 15, 2053. Interest on the Notes of each series is
payable on May 15 and November 15 of each year, commencing November 15, 2023 and
accrues from May 12, 2023. The Company may redeem the Notes of each series, in
whole or in part, at its option at any time prior to (i) April 15, 2028 (one
month prior to the maturity date of the 2028 Notes) with respect to the 2028
Notes, (ii) February 15, 2033 (three months prior to the maturity date of the
2033 Notes) with respect to the 2033 Notes, and (iii) November 15, 2052 (six
months prior to the maturity date of the 2053 Notes) with respect to the 2053
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) April 15, 2028 (one month prior to the maturity date
of the 2028 Notes) with respect to the 2028 Notes, (ii) February 15, 2033 (three
months prior to the maturity date of the 2033 Notes) with respect to the 2033
Notes and (iii) November 15, 2052 (six months prior to the maturity date of the
2053 Notes) with respect to the 2053 Notes, in each case, at 100% of the
aggregate principal amount of the 2028 Notes, the 2033 Notes or the 2053 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 2028 Notes, the 2033 Notes and the 2053 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 2028 Notes, to the full text of the Officers' Certificate and
the form of global note representing the 2033 Notes and to the full text of the
Officers' Certificate and the form of global note representing the 2053 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 May 9, 2023, 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 $700,000,000 aggregate principal amount of the 2028
Notes, $700,000,000 aggregate principal amount of the 2033 Notes and
$600,000,000 aggregate principal amount of the 2053 Notes under the Company's
automatic shelf registration statement on Form S-3 (No. 333-256336) (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), on May 20,
2021. The Company sold the 2028 Notes to the Underwriters at a price of 99.547%
of the principal amount thereof, and the Underwriters offered the 2028 Notes to
the public at a price of 99.897% of the principal amount thereof. The Company
sold the 2033 Notes to the Underwriters at a price of 99.447% of the principal
amount thereof, and the Underwriters offered the 2033 Notes to the public at a
price of 99.897% of the principal amount thereof. The Company sold the 2053
Notes to the Underwriters at a price of 98.580% of the principal amount thereof,
and the Underwriters offered the 2053 Notes to the public at a price of 99.455%
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.
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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 May 9, 2023, 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 May 9, 2023, 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 May 12, 2023, defining certain terms of
the 4.375% Senior Notes due 2028.
4.2 Form of Global Note for the 4.375% Senior Notes due 2028 (included as
Exhibit A in Exhibit 4.1).
4.3 Officers' Certificate, dated May 12, 2023, defining certain terms of
the 4.650% Senior Notes due 2033.
4.4 Form of Global Note for the 4.650% Senior Notes due 2033 (included as
Exhibit A in Exhibit 4.3).
4.5 Officers' Certificate, dated May 12, 2023, defining certain terms of
the 5.150% Senior Notes due 2053.
4.6 Form of Global Note for the 5.150% Senior Notes due 2053 (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 May 9, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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