Estée Lauder Files 8-K for Material Agreement

TL;DR

**Estée Lauder filed an 8-K for a material agreement on Feb 12, but the details aren't in this excerpt.**

AI Summary

The Estée Lauder Companies Inc. filed an 8-K on February 14, 2024, reporting an event that occurred on February 12, 2024. This filing indicates the entry into a material definitive agreement and other events. However, the specific details of these agreements or events, including any associated dollar amounts or parties, are not provided in the excerpt.

Why It Matters

The full impact of this filing cannot be determined from the provided excerpt, as the details of the material definitive agreement and other reported events are missing. Without this information, it's impossible to assess the real-world implications for the company or its stakeholders.

Risk Assessment

Risk Level: medium — The provided text is an incomplete 8-K filing, lacking the details of the material definitive agreement or other events, making a precise risk assessment impossible.

Key Players & Entities

• ESTEE LAUDER COMPANIES INC (company) — registrant
• February 12, 2024 (date) — date of earliest event reported
• February 14, 2024 (date) — filed as of date
• 767 Fifth Avenue, New York, New York 10153 (address) — principal executive offices

FAQ

Key Financial Figures

• $650,000,000 — ompany") completed a public offering of $650,000,000 aggregate principal amount of its 5.000

Filing Documents

• tm245248d5_8k.htm (8-K) — 32KB
• tm245248d5_ex1-1.htm (EX-1.1) — 168KB
• tm245248d5_ex4-1.htm (EX-4.1) — 112KB
• tm245248d5_ex5-1.htm (EX-5.1) — 10KB
• tm245248d5_ex99-1.htm (EX-99.1) — 8KB
• tm245248d5_ex5-1img002.jpg (GRAPHIC) — 5KB
• tm245248d5_ex99-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-023831.txt ( ) — 584KB
• el-20240212.xsd (EX-101.SCH) — 3KB
• el-20240212_lab.xml (EX-101.LAB) — 33KB
• el-20240212_pre.xml (EX-101.PRE) — 22KB
• tm245248d5_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 14, 2024, The Este Lauder Companies Inc. (the "Company") completed a public offering of $650,000,000 aggregate principal amount of its 5.000% Senior Notes due 2034 (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 Notes mature on February 14, 2034. Interest on the Notes is payable on February 14 and August 14 of each year, commencing August 14, 2024 and accrues from February 14, 2024. The Company may redeem the Notes, in whole or in part, at its option at any time prior to November 14, 2033 (three months prior to the maturity date of the Notes) 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, in whole or in part, at its option at any time on or after November 14, 2033 (three months prior to the maturity date of the Notes) at 100% of the aggregate principal amount of the Notes 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' 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

01 Other Events

Item 8.01 Other Events. On February 12, 2024, the Company entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Goldman Sachs & Co. LLC and MUFG Securities Americas Inc., as representatives of the several underwriters identified on Schedule II thereto (collectively, the "Underwriters"), to sell $650,000,000 aggregate principal amount of the 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 Notes to the Underwriters at a price of 99.239% of the principal amount thereof, and the Underwriters offered the Notes to the public at a price of 99.689 % 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 February 12, 2024, the Company announced the offering and pricing of the Notes. A copy of the press release

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated February 12, 2024, among The Este Lauder Companies Inc. and BofA Securities, Inc., Goldman Sachs & Co. LLC and MUFG Securities Americas Inc., as representatives of the several underwriters named therein. 4.1 Officers' Certificate, dated February 14, 2024, defining certain terms of the 5.000% Senior Notes due 2034. 4.2 Form of Global Note for the 5.000% Senior Notes due 2034 (included as Exhibit A in Exhibit 4.1). 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 February 12, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE ESTE LAUDER COMPANIES INC. Date: February 14, 2024 By: /s/ Tracey T. Travis Tracey T. Travis Executive Vice President and Chief Financial Officer