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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/13/24 Estee Lauder Companies Inc. 424B2 2:542K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 424B2 Prospectus - Primary Offering or Shelf Securities HTML 446K 2: EX-FILING FEES Filing Fees HTML 15K
tm245248-2_424b2 - none - 5.3750091s |
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Per Note
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Total
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Public Offering Price(1)
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| | | | 99.689% | | | | | $ | 647,978,500 | | |
Underwriting Discount
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| | | | 0.450% | | | | | $ | 2,925,000 | | |
Proceeds to The Estée Lauder Companies Inc. (before expenses)
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| | | | 99.239% | | | | | $ | 645,053,500 | | |
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| | | | S-20 | | | |
| | | | S-23 | | | |
| | | | S-25 | | | |
| | | | S-31 | | | |
| | | | S-31 | | |
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Issuer
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| | The Estée Lauder Companies Inc. | |
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Notes Offered
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| | $650,000,000 aggregate principal amount of 5.000% Senior Notes due 2034. | |
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Maturity Date
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| | February 14, 2034. | |
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Interest Rate
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| | We will pay interest on the notes at an annual rate of 5.000%. | |
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Interest Payment Dates
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| | We will make interest payments on the notes semi-annually in cash, in arrears, on February 14 and August 14 of each year, commencing August 14, 2024 and ending on the maturity date for the notes. Interest will accrue from the issue date of the notes. | |
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Ranking
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| | The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other unsecured and unsubordinated obligations from time to time outstanding. The notes will be senior in right of payment to any subordinated indebtedness which states in its terms that it is subordinate to our senior debt securities. | |
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Optional Redemption
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| | We may redeem the notes, in whole or in part, at our option at any time prior to November 14, 2033 (three months prior to the maturity date of the notes) at a redemption price as described in “Description of the Senior Notes — Optional Redemption.” | |
| | | | In addition, we may redeem the notes, in whole or in part, at our option at any time on or after November 14, 2033 (three months prior to the maturity date of the notes) at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. | |
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Sinking Fund
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| | None. | |
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Certain Covenants
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The indenture governing the notes contains certain covenants that, among other things, limit our and our subsidiaries’ ability, subject to certain exceptions, to:
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incur debt secured by liens;
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engage in sale/leaseback transactions;
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merge or consolidate with another entity; or
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sell or convey substantially all of our assets to another person.
See “Description of the Senior Notes — Certain Covenants” herein and “Description of Securities — Merger, Consolidation and Sale of Assets” in the accompanying prospectus.
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Purchase of Notes Upon a Change of Control Repurchase Event
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| | If we experience a Change of Control (defined herein) and the notes are rated below Investment Grade (defined herein) by S&P Global Ratings, a division of S&P Global Inc. and Moody’s Investors Service, Inc., we will offer to repurchase all of the notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the repurchase date. See “Description of the Senior Notes — Certain Covenants — Purchase of Notes Upon a Change of Control Repurchase Event.” | |
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Form of Notes
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| | The notes will be issued in book-entry form and will be represented by global notes, deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company. The notes will be issued only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. | |
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Further Issues
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| | We may issue from time to time, without giving notice to or seeking the consent of the holders of the notes, additional notes having the same ranking and the same interest rate, maturity and other terms as the notes offered hereby, except for the public offering price, the issue date and, potentially, the initial interest payment date. Any additional notes having such similar terms, together with the notes being offered hereby, will constitute a single series of debt securities for all purposes under the indenture; provided that if such additional notes are not fungible with the notes offered hereby for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number. | |
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Use of Proceeds
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| | We intend to use the net proceeds of this offering for general corporate purposes, which may include funding a portion of the price to purchase the remaining interest in Deciem Beauty Group Inc. (“DECIEM”), operating expenses, working capital, capital expenditures and redemption and repayment of short-term or long-term borrowings, including outstanding commercial paper as it matures. Pending any specific application, we may initially invest funds in short-term marketable securities. See “Use of Proceeds.” | |
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No Public Market
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| | We have not applied and do not intend to apply for listing of the notes on any securities exchange or any automated quotation system. | |
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Governing Law
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| | State of New York. | |
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Risk Factors
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| | See “Risk Factors” and the other information in this prospectus supplement and in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. See “Where You Can Find More Information.” | |
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As of December 31, 2023
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Actual
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As Adjusted
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(In millions)
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Cash and cash equivalents
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| | | $ | 3,939 | | | | | $ | 4,583 | | |
Debt: | | | | | | | | | | | | | |
Revolving credit facility(1)
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| | | $ | — | | | | | $ | — | | |
Commercial paper(2)
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| | | | 995 | | | | | | 995 | | |
5.150% Senior Notes due May 15, 2053
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| | | | 590 | | | | | | 590 | | |
3.125% Senior Notes due December 1, 2049
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| | | | 637 | | | | | | 637 | | |
4.150% Senior Notes due March 15, 2047
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| | | | 494 | | | | | | 494 | | |
4.375% Senior Notes due June 15, 2045
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| | | | 454 | | | | | | 454 | | |
3.700% Senior Notes due August 15, 2042
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| | | | 247 | | | | | | 247 | | |
6.000% Senior Notes due May 15, 2037
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| | | | 295 | | | | | | 295 | | |
5.750% Senior Notes due October 15, 2033
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| | | | 198 | | | | | | 198 | | |
4.650% Senior Notes due May 15, 2033
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| | | | 695 | | | | | | 695 | | |
1.950% Senior Notes due March 15, 2031
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| | | | 555 | | | | | | 555 | | |
2.600% Senior Notes due April 15, 2030
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| | | | 604 | | | | | | 604 | | |
2.375% Senior Notes due December 1, 2029
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| | | | 644 | | | | | | 644 | | |
4.375% Senior Notes due May 15, 2028
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| | | | 696 | | | | | | 696 | | |
3.150% Senior Notes due March 15, 2027
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| | | | 499 | | | | | | 499 | | |
2.000% Senior Notes due December 1, 2024
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| | | | 499 | | | | | | 499 | | |
5.000% Senior Notes due February 14, 2034 offered hereby(3)
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| | | | — | | | | | | 650 | | |
Other debt
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| | | | 38 | | | | | | 38 | | |
Total debt
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| | | | 8,140 | | | | | | 8,790 | | |
Total equity
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| | | | 5,712 | | | | | | 5,712 | | |
Total capitalization
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| | | $ | 13,852 | | | | | $ | 14,502 | | |
Underwriters
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Principal Amount
of Notes |
| |||
BofA Securities, Inc.
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| | | $ | 130,000,000 | | |
Goldman Sachs & Co. LLC
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| | | | 130,000,000 | | |
MUFG Securities Americas Inc.
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| | | | 130,000,000 | | |
BNP Paribas Securities Corp.
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| | | | 52,000,000 | | |
Citigroup Global Markets Inc.
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| | | | 52,000,000 | | |
J.P. Morgan Securities LLC
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| | | | 52,000,000 | | |
HSBC Securities (USA) Inc.
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| | | | 14,300,000 | | |
ICBC Standard Bank Plc
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| | | | 14,300,000 | | |
RBC Capital Markets, LLC
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| | | | 14,300,000 | | |
SG Americas Securities, LLC
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| | | | 14,300,000 | | |
U.S. Bancorp Investments, Inc.
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| | | | 14,300,000 | | |
Academy Securities, Inc.
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| | | | 8,125,000 | | |
BBVA Securities Inc.
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| | | | 8,125,000 | | |
Loop Capital Markets LLC
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| | | | 8,125,000 | | |
Siebert Williams Shank & Co., LLC
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| | | | 8,125,000 | | |
Total
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| | | $ | 650,000,000 | | |
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Paid for
by us |
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Per note
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| | | | 0.450% | | |
Total
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| | | $ | 2,925,000 | | |
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This ‘424B2’ Filing | Date | Other Filings | ||
---|---|---|---|---|
5/15/37 | ||||
2/14/34 | ||||
11/14/33 | ||||
10/15/33 | ||||
5/15/33 | ||||
3/15/31 | ||||
4/15/30 | ||||
12/1/29 | ||||
5/15/28 | ||||
3/15/27 | ||||
10/22/26 | ||||
12/1/24 | ||||
8/14/24 | ||||
2/14/24 | ||||
Filed on: | 2/13/24 | |||
2/12/24 | 424B5, FWP, SC 13G/A | |||
2/9/24 | SC 13G/A | |||
1/29/24 | SC 13G/A | |||
12/31/23 | 10-Q | |||
6/30/23 | 10-K, 4, ARS | |||
5/20/21 | S-3ASR | |||
4/26/21 | ||||
6/30/20 | 10-K | |||
7/1/19 | ||||
6/30/19 | 10-K | |||
7/1/18 | ||||
11/5/99 | S-3/A | |||
11/16/95 | ||||
List all Filings |