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Table of Contents
Table of Contents
As filed with the Securities and Exchange Commission on May 21, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Estée Lauder Companies Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation) |
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11-2408943
(I.R.S. Employer
Identification Number) |
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Sara E. Moss, Esq.
Executive Vice President and
General Counsel
The Estée Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Corey R. Chivers, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the
definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ý |
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Accelerated filer o |
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Non-accelerated filer o (Do not check if a
smaller reporting company) |
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities
to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price Per
Unit
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Debt Securities |
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(1) |
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(1) |
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(1) |
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(1) |
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- (1)
- Because
an unspecified amount of debt securities registered hereby may from time to time be offered and sold, the registrant has elected to rely on
Rule 456(b) and Rule 457(r) of the Securities Act of 1933, as amended, to defer payment of the registration fee.
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PROSPECTUS
THE ESTÉE LAUDER COMPANIES INC.
DEBT SECURITIES
We may from time to time offer to sell our debt securities. The debt securities may consist of debentures, notes or other types of debt.
We
may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. We will provide a specific
plan of distribution and the specific terms of any securities to be offered in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before
you invest.
Investing in the debt securities involves risks. See "Item 1ARisk Factors" in our Annual Report on Form 10-K for the
year ended June 30, 2014, which is incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 21, 2015
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ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration statement on Form S-3 that we filed with the Securities and Exchange
Commission, or the SEC, as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using a shelf registration statement, we
may sell, at any time and from time to time, in one or more offerings, the securities described in this prospectus. As allowed by the SEC rules, this prospectus does not contain all of the information
included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus about the provisions or
contents of any agreement or other document are not necessarily complete. If the SEC's rules and regulations require that an agreement or document be filed as an exhibit to the registration statement,
please see that agreement or document for a complete description of these matters.
You
should read this prospectus, any prospectus supplement, and any free writing prospectus we may file with the SEC, together with any additional information you may need, to make your
investment decision. You should also read and carefully consider the information in the documents we have referred you to in "Where You Can Find More Information" below. Information incorporated by
reference after the date of this prospectus is considered a part of this prospectus and may add, update
or change information contained in this prospectus. Any information in such subsequent filings that is inconsistent with this prospectus will supersede the information in this prospectus or any
earlier prospectus supplement. You should rely only on the information incorporated by reference or provided in this prospectus, any prospectus supplement and any free writing prospectus. You should
not assume the information in this prospectus, any prospectus supplement, any free writing prospectus or any document incorporated by reference herein or therein is accurate as of any date other than
the date on the front of those documents. We have not authorized anyone else to provide you with other information.
Unless
otherwise indicated, references to "we," "us," "our," "the company" and "our company" are to The Estée Lauder Companies Inc. and its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect and copy these
reports, proxy statements and other information at the public reference facilities of the SEC at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC also maintains a website that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC (www.sec.gov). Our filings with the SEC are also available in the "Investor
Relations" section of our website on the Internet at www.elcompanies.com. However, except for our filings with the SEC that are incorporated by
reference into this prospectus, the information on or accessible through our website is not a part of this prospectus. In addition, you can inspect reports and other information we file at the office
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
We
have filed a registration statement and related exhibits with the SEC under the Securities Act. The registration statement contains additional information about us and the securities
we may issue. You may review a copy of the registration statement and the documents incorporated by reference herein at the SEC's Public Reference Room in Washington D.C., as well as through the SEC's
website listed above.
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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important
information to you by referring to those documents. We hereby "incorporate by reference" the documents listed below, which means that we are disclosing important information to you by referring you to
those documents. The information that we file later with the SEC will automatically update and in some cases supersede this information. Specifically, we incorporate by reference the following
documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules, including current reports on
Form 8-K furnished under Item 2.02 and Item 7.01 (including any financial statements or exhibits relating thereto furnished pursuant to
Item 9.01)):
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- Our Annual Report on Form 10-K for the fiscal year ended June 30, 2014;
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- Our Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2014, December 31, 2014 and
March 31, 2015;
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- Our Current Reports on Form 8-K filed on July 17, 2014, August 15, 2014 (only Item 8.01),
November 4, 2014 (only Item 8.01), November 18, 2014, February 5, 2015 (only Item 8.01) and May 5, 2015 (only Item 8.01), respectively; and
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- Future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the
date of this prospectus and before the termination of this offering.
Upon
your oral or written request, we will provide you with a copy of any of these filings at no cost. Requests should be directed to Investor Relations Department, The
Estée Lauder Companies Inc., 767 Fifth Avenue, New York, New York, 10153, Telephone No. 1-800-308-2334.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
We and our representatives from time to time make written or oral forward-looking statements, including statements contained in this
prospectus and the documents we incorporate by reference in this prospectus and other filings with the SEC, in our press releases and in our reports to stockholders. The words and phrases "will likely
result," "expect," "believe," "planned," "may," "should," "could," "anticipate," "estimate," "project," "intend," "forecast" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, our expectations regarding sales, earnings or other future
financial performance and liquidity, product introductions, entry into new geographic regions, information systems initiatives, new methods of sale, our long-term strategy, restructuring and other
charges and resulting cost savings, and future operations or operating results. Although we believe that our expectations are based on reasonable assumptions within the bounds of our knowledge of our
business and operations, actual results may differ materially from our expectations. Factors that could cause actual results to differ from expectations include, without limitation:
(1) increased
competitive activity from companies in the skin care, makeup, fragrance and hair care businesses, some of which have greater resources than we do;
(2) our
ability to develop, produce and market new products on which future operating results may depend and to successfully address challenges in our business;
(3) consolidations,
restructurings, bankruptcies and reorganizations in the retail industry causing a decrease in the number of stores that sell our products, an increase in
the ownership concentration within the retail industry, ownership of retailers by our competitors or ownership of competitors by our customers that are retailers and our inability to collect
receivables;
(4) destocking
and tighter working capital management by retailers;
(5) the
success, or changes in timing or scope, of new product launches and the success, or changes in the timing or the scope, of advertising, sampling and merchandising
programs;
(6) shifts
in the preferences of consumers as to where and how they shop for the types of products and services we sell;
(7) social,
political and economic risks to our foreign or domestic manufacturing, distribution and retail operations, including changes in foreign investment and trade
policies and regulations of the host countries and of the United States;
(8) changes
in the laws, regulations and policies (including the interpretations and enforcement thereof) that affect, or will affect, our business, including those relating
to our products or distribution networks, changes in accounting standards, tax laws and regulations, environmental or climate change laws, regulations or accords, trade rules and customs regulations,
and the outcome and expense of legal or regulatory proceedings, and any action we may take as a result;
(9) foreign
currency fluctuations affecting our results of operations and the value of our foreign assets, the relative prices at which we and our foreign competitors sell
products in the same markets and our operating and manufacturing costs outside of the United States;
(10) changes
in global or local conditions, including those due to the volatility in the global credit and equity markets, natural or man-made disasters, real or perceived
epidemics, or energy costs, that could affect consumer purchasing, the willingness or ability of consumers to travel and/or purchase our products while traveling, the financial strength of our
customers, suppliers or other contract counterparties, our operations, the cost and availability of capital which we may need for new equipment, facilities or acquisitions, the returns that we are
able to generate on our
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pension
assets and the resulting impact on funding obligations, the cost and availability of raw materials and the assumptions underlying our critical accounting estimates;
(11) shipment
delays, commodity pricing, depletion of inventory and increased production costs resulting from disruptions of operations at any of the facilities that
manufacture nearly all of our supply of a particular type of product (i.e., focus factories) or at our distribution or inventory centers, including disruptions that may be caused by the
implementation of SAP as part of our Strategic Modernization Initiative, other information technology initiatives or by restructurings;
(12) real
estate rates and availability, which may affect our ability to increase or maintain the number of retail locations at which we sell our products and the costs
associated with our other facilities;
(13) changes
in product mix to products which are less profitable;
(14) our
ability to acquire, develop or implement new information and distribution technologies and initiatives on a timely basis and within our cost estimates and our
ability to maintain continuous operations of such systems and the security of data and other information that may be stored in such systems or other systems or media;
(15) our
ability to capitalize on opportunities for improved efficiency, such as publicly-announced strategies and restructuring and cost-savings initiatives, and to
integrate acquired businesses and realize value therefrom;
(16) consequences
attributable to local or international conflicts around the world, as well as from any terrorist action, retaliation and the threat of further action or
retaliation;
(17) the
timing and impact of acquisitions, investments and divestitures; and
(18) additional
factors as described in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2014.
Forward-looking
statements involve risks, uncertainties and assumptions. We therefore caution you against relying on any forward-looking statements. We assume no responsibility to update
forward-looking statements made herein or otherwise.
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THE COMPANY
The Estée Lauder Companies Inc., founded in 1946 by Estée and Joseph Lauder, is one of the world's
leading manufacturers and marketers of quality skin care, makeup, fragrance and hair care products. Our products are sold in over 150 countries and territories under a number of well-known brand names
including: Estée Lauder, Aramis, Clinique, Origins, MAC, Bobbi
Brown, La Mer and Aveda. We are also the global licensee for fragrances and/or cosmetics sold under various designer brand names, including Tommy Hilfiger, Donna Karan, Michael Kors and Tom Ford. Each
brand is distinctly positioned within the market for cosmetics and other beauty products.
We
are a pioneer in the cosmetics industry and believe we are a leader in the industry due to the global recognition of our brand names, our leadership in product innovation, our strong
position in key geographic markets and the consistently high quality of our products and "High-Touch" services. We sell our prestige products principally through limited distribution channels to
complement the images associated with our brands. These channels consist primarily of upscale department stores, specialty multi-brand retailers, upscale perfumeries and pharmacies and prestige salons
and spas. In addition, our products are sold in freestanding stores, our own and authorized retailer websites, stores on cruise ships, in-flight and duty free shops, and certain fragrances are sold in
self-select outlets. We believe that our strategy of pursuing selective distribution strengthens our relationships with retailers, enables our brands to be among the best selling product lines at the
stores and heightens the aspirational quality of our brands.
We
have been controlled by the Lauder family since the founding of our company. Members of the Lauder family, some of whom are directors, executive officers and/or employees,
beneficially own,
directly or indirectly, as of March 31, 2015, shares of Class A Common Stock and Class B Common Stock having approximately 86.6% of the outstanding voting power of the Common
Stock.
Our
principal executive offices are located at 767 Fifth Avenue, New York, New York 10153. Our telephone number is (212) 572-4200.
USE OF PROCEEDS
Unless otherwise stated in the prospectus supplement accompanying this prospectus, we will use the net proceeds from the sale of any
debt securities that may be offered hereby for our general corporate purposes, which may include repayment of indebtedness, acquisitions, working capital, capital expenditures and repurchases of our
Class A Common Stock. Pending any specific application, we may initially invest funds in short-term marketable securities.
RATIO OF EARNINGS TO FIXED CHARGES
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Year Ended June 30, |
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Nine Months
Ended
March 31, 2015 |
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2014 |
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2012 |
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Ratio of earnings to fixed charges |
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14.27x |
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16.13x |
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12.30x |
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11.13x |
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9.81x |
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5.69x |
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The
ratio of earnings to fixed charges has been computed by dividing earnings before income taxes attributable to The Estée Lauder Companies Inc. plus fixed charges
less noncontrolling interests by the fixed charges. This ratio includes the earnings and fixed charges of The Estée Lauder Companies Inc. and its consolidated subsidiaries. Fixed
charges consist of interest and related amortization of premiums, discounts and capitalized expenses related to indebtedness and the portion of rentals for real and personal properties in an amount
deemed to be representative of the interest factor.
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DESCRIPTION OF SECURITIES
We may offer the debt securities from time to time as senior debt or subordinated debt. The debt securities will be issued under the
indenture dated as of November 5, 1999 between us and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company, N.A., as trustee (the "Trustee").
The terms of the indenture are also governed by certain provisions of the Trust Indenture Act of 1939.
The
debt securities may be issued from time to time in one or more series. The particular terms of each series which is offered by a prospectus supplement will be described in the
related prospectus supplement. In September 2003, we issued $200,000,000 aggregate principal amount of our 5.75% Senior Notes due 2033 under the indenture. In April 2007, we issued $300,000,000
aggregate principal amount of our 5.55% Senior Notes due 2017 and $300,000,000 aggregate principal amount of our 6% Senior Notes due 2037 under the indenture. In July 2012, we issued $250,000,000
aggregate principal amount of our 2.350% Senior Notes due 2022 and $250,000,000 aggregate principal amount of our 3.700% Senior Notes due 2042.
We
have summarized the material terms of the indenture below. The indenture has been incorporated by reference as an exhibit to the registration statement. See "Where You Can Find More
Information." You should read the indenture for provisions that may be important to you. Whenever we refer in this prospectus or in the related prospectus supplement to particular sections or defined
terms contained in the indenture, those sections or defined terms are incorporated by reference in this prospectus or the related prospectus supplement, as applicable.
General
The indenture provides that debt securities in separate series may be issued by us from time to time without limitation as to aggregate
principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. We will determine the terms and conditions of the debt securities, including the maturity,
principal and interest, but those terms must be consistent with the indenture. The debt securities will be unsecured obligations of our company.
A
prospectus supplement will set forth the following terms of, and information relating to, the debt securities:
- (1)
- the
title of the debt securities;
- (2)
- whether
the debt securities are senior debt securities or subordinated debt securities and, if subordinated debt securities, the subordination terms
relating to those securities;
- (3)
- whether
any of our subsidiaries will provide guarantees of the debt securities;
- (4)
- the
aggregate principal amount of the debt securities (or principal amount at maturity);
- (5)
- the
dates on which the principal amount of the debt securities will be payable;
- (6)
- the
interest rate, if any, which the debt securities will bear and the interest payment dates for the debt securities (or the date on which the debt
securities accrete interest);
- (7)
- the
places where payments on the debt securities will be payable;
- (8)
- any
terms upon which the debt securities may be redeemed, in whole or in part, at our option;
- (9)
- any
provisions that would obligate us to deposit money in an account for the benefit of the holders of the debt securities for payments of principal and
interest on the debt securities or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;
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- (10)
- the
portion of the principal amount, if less than all, of the debt securities which will be payable upon declaration of acceleration of the maturity of the
debt securities;
- (11)
- whether
the debt securities are defeasible;
- (12)
- any
addition to or change in the events of default;
- (13)
- the
date or dates on which the debt securities may be converted or exchanged at the option of the holder into other securities of our company;
- (14)
- any
addition to or change in the covenants in the indenture applicable to any of the debt securities; and
- (15)
- any
other material terms of the debt securities not inconsistent with the provisions of the indenture.
If
a series of debt securities is denominated in a currency or currency unit other than U.S. dollars, the prospectus supplement will specify the denomination in which the debt securities
will be issued and the coin or currency in which the principal and any premium or interest on those debt securities will be payable. In addition, special U.S. federal income tax or other
considerations applicable to any debt securities which are denominated in a currency or currency unit other than U.S. dollars may be described in the applicable prospectus supplement.
The
debt securities may be sold at a substantial discount below their principal amount. Special U.S. federal income tax considerations applicable to debt securities sold at an original
issue discount may be described in the applicable prospectus supplement.
Form, Exchange and Transfer
The debt securities of each series may be issued in fully registered or bearer form, without coupons, and, unless otherwise specified
in the applicable prospectus supplement, only in denominations of $1,000 and integral multiples of $1,000.
Subject
to the terms of the indenture and the limitations applicable to global securities, debt securities may be presented for exchange or for registration of transfer, endorsed or with
the form of transfer endorsed on the securities executed, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. No service charge will be
made for any registration of transfer or exchange of debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with that
transfer or exchange. The security registrar or transfer agent will make the transfer or exchange when it is satisfied with the documents of title and identity of the person making the request. The
security registrar and/or transfer agent initially designated by us for any debt securities will be named in the applicable prospectus supplement. We may at any time designate additional transfer
agents, rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts. We will always be required to maintain a transfer agent in each place of
payment for the debt securities of each series.
If
we decide to partially redeem the debt securities of any series (or of any series and specified terms), we will not be required to issue, register the transfer of or exchange those
debt securities being redeemed during a period beginning at the opening of business 15 days before the day of selection for redemption of debt securities of that series and ending at the close
of business on the day we mail the notice of redemption with respect to those debt securities selected for redemption.
We
will describe any material U.S. federal income tax consequences specifically applicable to any debt securities and/or their plan of distribution in the prospectus supplement relating
to those debt securities.
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Merger, Consolidation and Sale of Assets
The indenture provides that we may not consolidate with or merge into, or convey, transfer or lease our properties and assets
substantially as an entirety to any Person (as defined in the indenture), unless:
- (1)
- the
successor Person, if any, is a corporation, partnership, limited liability company, trust or other entity organized and validly existing under the laws
of the United States and assumes our obligations on the debt securities and under the indenture;
- (2)
- immediately
after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of
default, shall have occurred and be continuing; and
- (3)
- certain
other conditions, including any additional conditions with respect to any particular debt securities specified in the applicable prospectus
supplement, are met.
These
provisions apply only to a merger or consolidation in which we are not the surviving corporation and to sales, conveyances, leases and transfers by us as transferor or lessor.
If
we consolidate with or merge into any other Person or we sell, convey, transfer or lease our properties and assets substantially as an entirety to any Person in accordance with the
preceding paragraph, the successor Person formed by the consolidation or merger or to which the sale, conveyance, transfer or lease is made will be substituted for us under the indenture with the same
effect as if the successor Person had originally executed the indenture. In the event of any conveyance or transfer other than in the case of a lease, we will be discharged of all of our obligations
and covenants under the indenture and the debt securities.
An
assumption of our obligations on the debt securities and under the indenture by any successor Person might be deemed for U.S. federal income tax purposes to cause an exchange of the
debt securities for new debt securities by the beneficial owners thereof, resulting in recognition of gain or possible loss for such purposes and possibly other adverse tax consequences to the
beneficial owners. You should consult your tax advisors regarding the tax consequences of such an assumption.
Events of Default
Unless otherwise specified in the prospectus supplement, each of the following will constitute an event of default under the indenture
with respect to debt securities of any series:
- (1)
- failure
to pay any interest on any debt securities of that series when due for a continuous period of 60 days, whether or not, in the case of
subordinated debt securities, the payment is prohibited by the subordination provisions of the indenture;
- (2)
- failure
to pay principal of, or any premium on, any debt security of that series when due, whether or not, in the case of subordinated debt securities, the
payment is prohibited by the subordination provisions of the indenture;
- (3)
- failure
to perform any of our covenants, or a breach of any of our warranties, in the indenture, other than a covenant included in the indenture solely for
the benefit of a series other than that series, for a continuous period of 90 days after written notice has been given by the Trustee, or the holders of at least 25% in principal amount of the
outstanding debt securities of that series, as provided in the indenture;
- (4)
- certain
events of bankruptcy, insolvency or reorganization affecting us; and
- (5)
- any
other event of default provided with respect to debt securities of that series.
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If
an event of default described in clauses (1) through (3) or (5) with respect to the debt securities of any series at the time outstanding shall occur and be
continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series by notice as provided in the indenture may declare
the principal amount of the debt securities of that series to be due and payable immediately. If the debt security is an original issue discount debt security or the principal amount of the debt
security is not then determinable, that portion of the principal amount of the debt security, or other amount instead of the principal amount, as may be specified in the terms of the debt security
will become due and payable immediately.
If
an event of default described in clause (4) above with respect to the debt securities of any series at the time outstanding shall occur and be continuing, the principal amount
of, and any interest accrued
on, all the debt securities of that series, or, in the case of any original issue discount security or other debt security, the specified amount, will automatically, and without any action by the
Trustee or any holder, become immediately due and payable.
After
any acceleration, but before a judgment or decree based on that acceleration, the holders of a majority in aggregate principal amount of the outstanding debt securities of that
series may, under certain circumstances, rescind and annul that acceleration if all events of default, other than the non-payment of accelerated principal or interest, or other specified amount, have
been cured or waived as provided in the indenture.
Subject
to the sections of the indenture relating to the duties of the Trustee, if an event of default shall occur and be continuing, the Trustee will be under no obligation to exercise
any of its rights or powers under the indenture at the request or direction of any of the holders, unless those holders shall have offered to the Trustee reasonable indemnity. Subject to the
provisions for the indemnification of the Trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the debt securities of that series.
No
holder of a debt security of any series will have any right to institute any proceeding with respect to the indenture, or for the appointment of a receiver or a trustee, or for any
other remedy provided by the indenture, unless:
- (1)
- the
holder has previously given to the Trustee written notice of a continuing event of default with respect to the debt securities of that series;
- (2)
- the
holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and those holders
have offered reasonable indemnity, to the Trustee to institute the proceeding as trustee; and
- (3)
- the
Trustee has failed to institute the proceeding, and has not received from the holders of a majority in aggregate principal amount of the outstanding
debt securities of that series a direction inconsistent with that request, within 60 days after that notice, request and offer.
These
limitations do not apply to a suit instituted by a holder of a debt security for the enforcement of payment of the principal of or any premium or interest on a debt security on or
after the applicable due date specified in the debt security.
Within
90 days after any default with respect to debt securities of any series, the Trustee will transmit in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, notice of those defaults known to the Trustee, unless a default shall have been cured or waived. In the case of a default in the payment of the principal of, or any premium on, or
interest on any debt securities of that series, or in the payment of any installment into a separate account established for the payment of principal and interest on debt securities of any series with
respect to debt securities of that series, the
9
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Trustee
will be protected in withholding this notice if and so long as the Trustee in good faith determines that the withholding of the notice is in the interest of the holders of debt securities of
the applicable series.
We
are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate of our compliance with all of the conditions and covenants under
the indenture.
Modification and Waiver
The indenture, as supplemented for a series of debt securities, will provide that modifications and amendments may be made by us and
the Trustee with the consent of the holders of a majority in principal amount of outstanding debt securities of all series affected by the modification or amendment, voting as a single class, whether
or not consented to by any holder of the notes offered hereby. However, we may not make any of the following modifications or amendments to the indenture without the consent of the holder of each
outstanding debt security affected by the modification or amendment:
- (1)
- change
the stated maturity of the principal of, or any installment of principal of or interest on, any debt security;
- (2)
- reduce
the principal amount of, or any premium or interest on, any debt security;
- (3)
- reduce
the amount of principal of an original issue discount security or any other debt security payable upon acceleration of the maturity of that security;
- (4)
- change
the place or currency of payment of principal of, or any premium or interest on, any debt security;
- (5)
- impair
the right to institute suit for the enforcement of any payment on or with respect to any debt security;
- (6)
- in
the case of subordinated debt securities, modify the subordination provisions in a manner adverse to the holders of the subordinated debt securities;
- (7)
- except
as provided in the indenture, release the subsidiary guarantee of a subsidiary guarantor;
- (8)
- reduce
the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification or
amendment of the indenture;
- (9)
- reduce
the percentage in principal amount of outstanding debt securities of any series necessary for waiver of compliance with certain provisions of the
indenture or for waiver of certain defaults; or
- (10)
- modify
those provisions with respect to modification and waiver.
Notwithstanding
the foregoing, holders of the debt securities of any series shall vote as a separate class with respect to modifications or amendments that affect only the debt
securities of such series, and the holders of other series of debt securities shall not have any voting rights with respect to such matters as they relate to the debt securities of such series.
In
addition, the holders of a majority in principal amount of the outstanding debt securities of any series may waive our compliance with certain restrictive provisions of the indenture
and may waive certain past defaults under the indenture. Those holders may not waive a default in the payment of principal, premium or interest on the debt securities and may not waive our compliance
with certain covenants and provisions of the indenture without the consent of the holder of each outstanding debt security of any series affected.
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Table of Contents
Legal Defeasance or Covenant Defeasance
The indenture provides that we may elect, at any time, to terminate all of our obligations under the debt securities of a particular
series and the indenture, except for certain obligations, including those relating to the defeasance trust and obligations to register the transfer or exchange of the debt securities of that series,
to replace mutilated, destroyed, lost or stolen debt securities of that series and to maintain a registrar and paying agent in respect of the debt securities of that series. We refer to this as "legal
defeasance." We may also elect, at any time, to terminate our obligations under certain material covenants with respect to a particular series of debt securities. We refer to this as "covenant
defeasance."
In
order to exercise our defeasance options with respect to debt securities of any series, we must irrevocably deposit in trust for the benefit of the holders of those debt securities
money or certain U.S. government obligations, or both, for the payment of principal of, premium, if any, and interest on those debt securities of that series to maturity or redemption. We must comply
with certain other conditions, including delivery to the Trustee of an opinion of counsel to the effect that the holders and beneficial owners of those debt securities will not recognize income, gain
or loss for U.S. federal income tax purposes as a result of that defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if the defeasance had not
occurred. In the case of a legal defeasance, the opinion must refer to and be based on (a) our receipt from, or the publication by, the U.S. Internal Revenue Service of a ruling, or
(b) a change in the applicable U.S. federal income tax law since the date of the indenture.
Satisfaction and Discharge
The indenture provides that we may request the Trustee to execute proper instruments acknowledging satisfaction and discharge of the
indenture with respect to any series of debt securities when:
- (1)
- either:
- (A)
- all
previously authenticated and delivered debt securities of the series to be discharged have been delivered to the Trustee for cancellation, other than
the following debt securities:
- (a)
- securities
in bearer form surrendered for exchange for "registered securities" and maturing after the exchange, whose surrender is not required or has been
waived, as provided in the indenture,
- (b)
- debt
securities which have been destroyed, lost or stolen and which have been replaced or paid, as provided in the indenture,
- (c)
- coupons
appertaining to debt securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived, as provided
in the indenture, and
- (d)
- debt
securities for whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by us but was
returned to us prior to cancellation, as provided in the indenture;
- (B)
- all
debt securities of the series to be discharged:
- (a)
- have
become due and payable,
- (b)
- will
become due and payable at their stated maturity within one year, or
11
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- (c)
- if
redeemable at our option, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in our name, and at our expense,
and
we, in the case of (B)(a), (b) or (c) above, have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount, in the currency
in which the debt securities of the series to be discharged are payable or in U.S. government obligations, sufficient to pay and discharge the entire indebtedness on any debt securities still
outstanding, for principal, any premium, and interest to the date of the deposit, in the case of debt securities which have become due and payable, or to the stated maturity or redemption date; and
- (2)
- we
have paid or caused to be paid all other sums payable by us under the indenture; and
- (3)
- we
have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the satisfaction
and discharge of the indenture as to the series to be discharged have been satisfied.
Governing Law
The indenture is, and the debt securities will be, governed by and construed in accordance with the laws of the State of New York. The
indenture is subject to the provisions of the Trust Indenture Act that are required to be a part of the indenture and shall, to the extent applicable, be governed by those provisions.
LEGAL MATTERS
The validity of the debt securities offered hereby will be passed upon for us by Weil, Gotshal & Manges LLP, New York,
New York.
EXPERTS
The consolidated financial statements and schedule of The Estée Lauder Companies Inc. and subsidiaries as of
June 30, 2014 and 2013, and for each of the years in the three-year period ended June 30, 2014, and management's assessment of the effectiveness of internal control over financial
reporting as of June 30, 2014, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
12
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following statement sets forth the expenses of The Estée Lauder Companies Inc. (the "registrant") in
connection with the offering described in this Registration Statement (all of which will be borne by the registrant). All amounts shown are estimated.
|
|
|
|
|
SEC registration fee |
|
|
|
* |
Printing expenses |
|
|
|
+ |
Legal fees and expenses |
|
|
|
+ |
Audit fees and expenses |
|
|
|
+ |
Miscellaneous expenses |
|
|
|
+ |
Trustee fees and expenses |
|
|
|
+ |
|
|
|
|
|
Total |
|
|
|
+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- *
- Deferred
in accordance with Rules 456(b) and 457(r).
- +
- Estimated
expenses are not presently known.
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers, as well as
other employees and individuals, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any
threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of such
corporation. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any certificate of
incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Section 102(b)(7)
of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payments of
unlawful dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transactions from which the director derived an improper personal benefit.
Our
Restated Certificate of Incorporation, as amended, provides that no director or officer will be liable to the corporation or its stockholder for any breach of fiduciary duty, except
as limited under Delaware General Corporation Law. Our Amended and Restated By-Laws provide for indemnification of our directors and officers to the fullest extent permitted by Delaware General
Corporation Law.
Our
directors and officers are covered by insurance policies indemnifying against certain liabilities, including certain liabilities arising under the Securities Act of 1933, as amended,
that might be incurred by them in such capacities and against which we may not indemnify them.
II-1
Table of Contents
Item 16. Exhibits
|
|
|
|
Exhibit
Number |
|
Description |
|
1.1 |
|
Form of Underwriting Agreement.* |
|
4.1 |
|
Indenture, dated as of November 5, 1999, between The Estée Lauder Companies Inc. and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company, N.A.,
relating to the Debt Securities (filed as Exhibit 4 to Amendment No. 1 to our Registration Statement on Form S-3 (No. 333-85947) on November 5, 1999 and incorporated herein by reference). |
|
5.1 |
|
Opinion of Weil, Gotshal & Manges LLP. |
|
12.1 |
|
Computation of Ratio of Earnings to Fixed Charges. |
|
23.1 |
|
Consent of KPMG LLP. |
|
23.2 |
|
Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1). |
|
24.1 |
|
Power of Attorney (included on the signature page). |
|
25.1 |
|
Statement of Eligibility of Trustee. |
- *
- To
be filed by a post-effective amendment to this registration statement or as an exhibit to a document incorporated by reference herein.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
- (i)
- To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
- (ii)
- To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
- (iii)
- To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
II-2
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(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
- (i)
- Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
- (ii)
- Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser:
- (i)
- Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
- (ii)
- Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
- (iii)
- The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
- (iv)
- Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
II-3
Table of Contents
(6) That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(7) To
file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act
in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.
(8) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
II-4
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on May 21, 2015.
|
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|
THE ESTÉE LAUDER COMPANIES INC. |
|
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By: |
|
/s/ TRACEY T. TRAVIS
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|
|
Name: |
|
Tracey T. Travis |
|
|
|
|
Title: |
|
Executive Vice President and
Chief Financial Officer |
Each
person whose name appears below hereby constitutes William P. Lauder, Fabrizio Freda, Tracey T. Travis, Sara E. Moss and Spencer G. Smul such person's true and lawful attorney, with
full power of substitution to sign for such person and in such person's name and capacity indicated below, any and all amendments to this Registration Statement, including post-effective amendments,
and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming such person's signature as it may be signed by said attorney to any and all amendments.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2015.
|
|
|
Signature
|
|
Title
|
|
|
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/s/ FABRIZIO FREDA
Fabrizio Freda |
|
President, Chief Executive Officer and Director (Principal Executive Officer) |
/s/ WILLIAM P. LAUDER
William P. Lauder |
|
Executive Chairman and Director |
/s/ TRACEY T. TRAVIS
Tracey T. Travis |
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
/s/ CHARLENE BARSHEFSKY
Charlene Barshefsky |
|
Director |
/s/ ROSE MARIE BRAVO
Rose Marie Bravo |
|
Director |
/s/ WEI SUN CHRISTIANSON
Wei Sun Christianson |
|
Director |
Table of Contents
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Signature
|
|
Title
|
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|
|
/s/ PAUL J. FRIBOURG
Paul J. Fribourg |
|
Director |
/s/ MELLODY HOBSON
Mellody Hobson |
|
Director |
/s/ IRVINE O. HOCKADAY, JR.
Irvine O. Hockaday, Jr. |
|
Director |
/s/ AERIN LAUDER
Aerin Lauder |
|
Director |
/s/ JANE LAUDER
Jane Lauder |
|
Director |
/s/ LEONARD A. LAUDER
Leonard A. Lauder |
|
Director |
/s/ RICHARD D. PARSONS
Richard D. Parsons |
|
Director |
/s/ LYNN FORESTER DE ROTHSCHILD
Lynn Forester de Rothschild |
|
Director |
/s/ BARRY S. STERNLICHT
Barry S. Sternlicht |
|
Director |
/s/ RICHARD F. ZANNINO
Richard F. Zannino |
|
Director |
Table of Contents
EXHIBIT INDEX
|
|
|
|
Exhibit
Number |
|
Description |
|
1.1 |
|
Form of Underwriting Agreement.* |
|
4.1 |
|
Indenture, dated as of November 5, 1999, between The Estée Lauder Companies Inc. and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company, N.A.,
relating to the Debt Securities (filed as Exhibit 4 to Amendment No. 1 to our Registration Statement on Form S-3 (No. 333-85947) on November 5, 1999 and incorporated herein by reference). |
|
5.1 |
|
Opinion of Weil, Gotshal & Manges LLP. |
|
12.1 |
|
Computation of Ratio of Earnings to Fixed Charges. |
|
23.1 |
|
Consent of KPMG LLP. |
|
23.2 |
|
Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1). |
|
24.1 |
|
Power of Attorney (included on the signature page). |
|
25.1 |
|
Statement of Eligibility of Trustee. |
- *
- To
be filed by a post-effective amendment to this registration statement or as an exhibit to a document incorporated by reference herein.
Exhibit 5.1
767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax
May 21, 2015
The Estée Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
Ladies and Gentlemen:
We have acted as counsel to The Estée Lauder Companies Inc., a Delaware corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission of the Companys Registration Statement on Form S-3 (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act), relating to the issuance and/or sale from time to time of an indeterminate amount of debt securities (the Debt Securities).
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Restated Certificate of Incorporation of the Company, as amended; (ii) the Amended and Restated Bylaws of the Company; (iii) the Registration Statement; (iv) the prospectus contained within the Registration Statement (the Prospectus); (v) the Indenture, dated as of November 5, 1999, between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company, N.A., as trustee (the Indenture); and (vi) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
We have further assumed that (i) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective and comply with all applicable laws and no stop order suspending the Registration Statements effectiveness will have been issued and remain in effect, in each case, at the time the Debt Securities are offered or issued as contemplated by the Registration Statement; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Debt Securities offered thereby and will at all relevant times comply with all applicable laws; (iii) the Company has timely filed all necessary reports pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated into the Registration Statement by reference; (iv) all Debt Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement, the Prospectus and
the applicable prospectus supplement; (v) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Debt Securities will have been duly authorized and validly executed and delivered by the Company and the other party or parties thereto; (vi) any legally required consents, approvals, authorizations or orders of the Commission and any other regulatory authority will have been issued; and (vii) the terms of any Debt Securities and their issuance and sale will have been duly established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company, and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company.
Based on and subject to the foregoing, subject to the qualifications stated herein we advise you that in our opinion, when (i) the terms of the Debt Securities to be issued under the Indenture and any applicable supplemental indenture or officers certificate and their issuance and sale have been duly authorized and (ii) such supplemental indenture or officers certificate has been duly authorized, executed and delivered; and (iii) the Debt Securities have been duly authorized by all necessary corporate action by the Company and validly executed and authenticated in accordance with the Indenture and any applicable supplemental indenture or officers certificate and issued, sold and paid for as contemplated in the Registration Statement, Prospectus and any prospectus supplement relating thereto and in accordance with any applicable definitive purchase, underwriting or similar agreement, then such Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the corporate laws of the State of Delaware and the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption Legal Matters in the Prospectus which is a part of the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
|
Very truly yours, |
|
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|
/s/ WEIL, GOTSHAL & MANGES LLP |
2
Exhibit 12.1
The Estée Lauder Companies Inc.
Computation of Ratio of Earnings to Fixed Charges
(In millions, except ratio data)
|
|
Nine Months |
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|
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|
|
|
|
|
|
|
|
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Ended |
|
Fiscal Years |
|
|
|
March 31, 2015 |
|
2014 |
|
2013 |
|
|
2012 |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (1) |
|
$ |
45.0 |
|
$ |
59.4 |
|
$ |
82.2 |
|
|
$ |
66.5 |
|
$ |
69.2 |
|
$ |
106.5 |
|
Rental expense |
|
55.8 |
|
57.7 |
|
48.0 |
|
|
57.6 |
|
46.8 |
|
39.5 |
|
Total Fixed Charges |
|
100.8 |
|
117.1 |
|
130.2 |
|
|
124.1 |
|
116.0 |
|
146.0 |
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|
|
Earnings available for fixed charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes |
|
1,341.5 |
|
1,776.8 |
|
1,475.2 |
|
|
1,261.1 |
|
1,025.5 |
|
688.3 |
|
Less noncontrolling interests |
|
(3.7 |
) |
(5.0 |
) |
(4.0 |
) |
|
(3.6 |
) |
(3.0 |
) |
(4.1 |
) |
Add fixed charges |
|
100.8 |
|
117.1 |
|
130.2 |
|
|
124.1 |
|
116.0 |
|
146.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earnings available for fixed charges |
|
$ |
1,438.6 |
|
$ |
1,888.9 |
|
$ |
1,601.4 |
|
|
$ |
1,381.6 |
|
$ |
1,138.5 |
|
$ |
830.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of earnings to fixed charges (2) |
|
14.27x |
|
16.13x |
|
12.30x |
|
|
11.13x |
|
9.81x |
|
5.69x |
|
(1) Fiscal 2010 interest expense includes pre-tax expense on the extinguishment of debt of $27.3 million representing the tender premium, the pro-rata write-off of unamortized terminated interest rate swap, issuance costs and debt discount, and tender offer costs associated with $130.0 million principal amount of our 6% Senior Notes due 2012 and $69.9 million principal amount of our 7.75% Senior Notes due 2013. In fiscal 2013, we redeemed the remaining $230.1 million principal amount of our 7.75% Senior Notes due 2013 and recorded a pre-tax expense on the extinguishment of debt of $19.1 million representing the call premium of $18.6 million and the pro-rata write-off of $0.5 million of issuance costs and debt discount.
(2) The ratio of earnings to fixed charges has been computed by dividing earnings before income taxes attributable to The Estée Lauder Companies Inc. plus fixed charges less noncontrolling interests by the fixed charges. This ratio includes the earnings and fixed charges of The Estée Lauder Companies Inc. and its consolidated subsidiaries. Fixed charges consist of interest and related amortization of premiums, discounts and capitalized expenses related to indebtedness and the portion of rentals for real and personal properties in an amount deemed to be representative of the interest factor.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
The Estée Lauder Companies Inc.:
We consent to the use of our reports dated August 20, 2014, with respect to the consolidated balance sheets of The Estée Lauder Companies Inc. and subsidiaries as of June 30, 2014 and 2013, and the related consolidated statements of earnings, comprehensive income (loss), equity and cash flows for each of the years in the three-year period ended June 30, 2014, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of June 30, 2014, incorporated by reference herein and to the reference to our firm under the heading Experts in the registration statement.
(signed) KPMG LLP
New York, New York
May 21, 2015
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
o Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
41-1973763
I.R.S. Employer Identification No.
300 Delaware Avenue, 8th Floor
Wilmington, Delaware |
|
19809 |
(Address of principal executive offices) |
|
(Zip Code) |
Gagendra Hiralal
U.S. Bank Global Corporate Trust Services
100 Wall Street, Suite 1600
New York, NY 10005
212-951-8500
(Name, address and telephone number of agent for service)
The Estée Lauder Companies Inc.
(Issuer with respect to the Securities)
Delaware |
|
11-2408943 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
767 Fifth Avenue
New York, New York |
|
10153 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Debt Securities
(Title of the Indenture Securities)
FORM T-1
Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.
a) Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Washington, D.C.
b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
Items 3-15 Items 3-15 are not applicable because to the best of the Trustees knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee, attached as Exhibit 1.
2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
4. A copy of the existing bylaws of the Trustee, attached as Exhibit 4.
5. A copy of each Indenture referred to in Item 4. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7. Report of Condition of the Trustee as of December 31, 2014 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 18th of May, 2015.
|
By: |
/s/ Gagendra Hiralal |
|
|
Gagendra Hiralal |
|
|
Assistant Vice President |
3
Exhibit 1
U.S. BANK TRUST NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following Articles of Association:
FIRST. The title of this Association shall be U.S. Bank Trust National Association.
SECOND. The main office of this Association shall be in the City of Wilmington, County of New Castle and State of Delaware. The business of this Association will be limited to that of a national trust bank, and to support activities incidental thereto. This Association will not amend these Articles of Association to expand the scope of or alter its business beyond that stated in this Article Second without the prior approval of the Comptroller of the Currency. Prior to the transfer of any stock of the Association, the Association will seek the prior approval of the appropriate federal depository institution regulatory agency.
THIRD. The board of directors of the Association shall consist of not less than five nor more than 25 persons, the exact number to be fixed and determined from time to time by resolution of a majority of the shareholders at any annual or special meeting thereof. A majority of the board of directors shall be necessary to constitute a quorum for the transaction of business at any directors meeting. Each director shall own common or preferred stock of this Association with an aggregate par, fair market, or equity value of n.ot less than $1,000.00, as of either (i) the date of purchase, (ii) the date the person became a director, whichever is more recent. Any combination of common or preferred stock of this Association or U.S. Bancorp may be used.
Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number that (1) exceeds by more than two the number of directors last elected by shareholders where the number was fifteen or less; and (2) exceeds by more than four the number of directors last elected by shareholders where the number was sixteen or more, but in no event shall the number of directors exceed twenty-five. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office.
Despite the expiration of a directors term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of this Association, may be appointed by resolution of a majority of the full board of
4
directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted for purposes of determining the number of directors of this Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.
FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefore in the bylaws, or if that day falls on a legal holiday in the State in which this Association is located, on the next following banking day. If no election is held on the day fixed, or in event of a legal holiday, an election may be held on any subsequent day within sixty days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least ten-days advance notice of the meeting shall be given to the shareholders by first class mail.
A director may resign at any time by delivering written or oral notice to the board of directors, its chairperson, or to this Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.
A director may be removed by shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.
FIFTH. The authorized amount of capital stock of this Association shall be 10,000 shares of common stock of the par value of one-hundred dollars ($100.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of this Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of this Association, whether now or hereafter authorized, or to any obligations convertible into stock of this Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion may from time to time determine and at such price as the board of directors may from time to time fix.
Unless otherwise specified in these Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of Association must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.
Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than seventy days before the meeting.
5
SIXTH. The board of directors shall appoint one of its members president of this Association and one of its members chairperson of the board. The board of directors shall also have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors and shareholders meetings and be responsible for authenticating the records of this Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws. The board of directors shall have the power to:
(1) Define the duties of the officers, employees, and agents of this Association.
(2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of this Association.
(3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions, consistent with applicable law.
(4) Dismiss officers and employees.
(5) Require bonds from officers and employees and to fix the penalty thereof.
(6) Ratify written policies authorized by this Associations management or committees of the board.
(7) Regulate the manner in which any increase or decrease of the capital of this Association shall be made; provided, however, that nothing herein shall restrict the power of shareholders to increase or decrease the capital of this Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.
(8) Manage and administer the business and affairs of this Association.
(9) Adopt bylaws, not inconsistent with law or these Articles of Association, for managing the business and regulating the affairs of this Association.
(10) Amend or repeal bylaws, except to the extent that the articles of Association reserve this power in whole or in part to shareholders.
(11) Make contracts.
(12) Generally to perform all acts that are legal for a board of directors to perform.
SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of the City of Wilmington without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of this Association to any other location permitted under applicable law, without the approval of the shareholders, subject to approval by the Comptroller of the Currency.
6
EIGHTH. The corporate existence of this Association shall continue until terminated according to the laws of the United States.
NINTH. The board of directors of this Association, or any three (3) or more shareholders owning, in the aggregate, not less than twenty-five percent (25 % ) of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every a1mual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten, and no more than sixty, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of this Association. Unless otherwise provided by these Articles of Association or the bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.
TENTH. Any action required to be taken at a meeting of the shareholders or directors or any action that may be taken at a meeting of the shareholders or directors may be taken without a meeting if consent in writing, setting forth the action as taken shall be signed by all the shareholders or directors entitled to vote with respect to the matter thereof. Such action shall be effective on the date on which the last signature is placed on the writing, or such earlier date as is set forth therein.
ELEVENTH. Meetings of the board of directors or shareholders, regular or special, may be held by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can simultaneously hear each other, and participation in such meeting by such aforementioned means shall constitute presence in person at such meeting.
TWELFTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. This Associations board of directors may propose one or more amendments to these Articles of Association for submission to the shareholders.
7
Exhibit 2
8
Exhibit 3
9
Exhibit 4
U.S. BANK TRUST NATIONAL ASSOCIATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of other business, shall be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given at least ten days prior to the date thereof, to each shareholder of the Association. If, for any reason, an election of directors is not made on the designated day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof.
Section 1.2. Special Meetings. Except as otherwise specially provided by law, special meetings of the shareholders maybe called for any purpose, at any time by a majority of the board of directors, or by any shareholder or group of shareholders owning at least ten percent of the outstanding stock. Every such special meeting, unless otherwise provided by law, shall be called upon not less than ten days prior notice stating the purpose of the meeting.
Section 1.3. Nominations for Directors. Nominations for election to the board of directors may be made by the board of directors or by any shareholder.
Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting and any adjournments of such meeting and shall be filed with the records of the meeting.
Section 1.5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors (hereinafter referred to as the board), shall have power to manage and administer the business and affairs of the Association. All authorized corporate powers of the Association shall be vested in and may be exercised by the board.
Section 2.2. Powers. In addition to the foregoing, the board of directors shall have and may exercise all of the powers granted to or conferred upon it by the Articles of Association, the Bylaws and by law.
Section 2.3. Number. The board shall consist of a number of members to be fixed and determined from time to time by resolution of the board or the shareholders at any meeting thereof, in accordance with the Articles of Association.
10
Section 2.4. Organization Meeting. The newly elected board shall meet for the purpose of organizing the new board and electing and appointing such officers of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereafter. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.
Section 2.5. Regular Meetings. The regular meetings of the board shall be held, without notice, as the Chairman or President may designate and deem suitable.
Section 2.6. Special Meetings. Special meetings of the board may be called by the Chairman or the President of the Association, or at the request of two or more directors. Each member of the board shall be given notice stating the time and place of each such meeting.
Section 2.7. Quorum. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; but fewer may adjourn any meeting. Unless otherwise provided, once a quorum is established, any act by a majority of those constituting the quorum shall be the act of the board.
Section 2.8. Vacancies. When any vacancy occurs among the directors, the remaining members of the board may appoint a director to fill such vacancy at any regular meeting of the board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory Board of Directors. The board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the board, provided, that the boards responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.
Section 3.2. Audit Committee. The duties of the Audit Committee of the Association shall be carried out by the Audit Committee of the financial holding company that is the ultimate parent of this Association.
Section 3.3. Executive Committee. The board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and may exercise, all the powers of the board between meetings of the board or otherwise when the board is not meeting.
Section 3.4. Trust Risk Management Committee. The Board of Directors of this Association shall appoint a Trust Risk Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Risk Management Committee shall determine policies governing fiduciary activities. The Trust Risk Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Risk Management Committee shall oversee the processes related to fiduciary activities to assure conformity
11
with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. All actions of the Trust Risk Management Committee shall be reported to the Board of Directors.
Section 3.5. Other Committees. The board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes and with such powers as the board may determine. In addition, either the Chairman or the President may appoint, from time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either the Chairman or the President deems appropriate and proper. Whether appointed by the board, the Chairman, or the President, any such Committee shall at all times be subject to the direction and control of the board.
Section 3.6. Meeting Minutes and Rules. An advisory board of directors and/ or committee shall meet as necessary in consideration of the purpose of the advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its functions or authority.
ARTICLE IV
Officers
Section 4.1. Chairman of the Board. The board may appoint one of its members to be Chairman of the board to serve at the pleasure of the board. The Chairman shall supervise the carrying out of the policies adopted or approved by the board; shall have general executive powers, as well as the specific powers conferred by these Bylaws; shall also have and may exercise such powers and duties as from time to time may be conferred upon or assigned by the board.
Section 4.2. President. The board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside at any meeting of the board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Office of President, or imposed by these Bylaws. The President shall also have and may exercise such powers and duties as from time to time may be conferred or assigned by the board.
Section 4.3. Vice President. The board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the board and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the board in the absence of both the Chairman and President.
Section 4.4. Secretary. The board shall appoint a Secretary, or other designated officer who shall be Secretary of the board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal, records, document and papers of the Association; shall
12
provide for the keeping of proper records of all transactions of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall also perform such other duties as may be assigned from time to time by the board.
Section 4.5. Other Officers. The board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as from time to time may appear to the board, the Chairman, the President or such other officer to be required or desirable to transact the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their offices, or as may be conferred upon or assigned to them by these Bylaws, the board, the Chairman, the President or such other authorized officer.
Section 4.6. Tenure of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the board of directors or authorized officer to discharge any officer at any time.
ARTICLE V
Stock
Section 5.1. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to such persons shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed.
ARTICLE VI
Corporate Seal
Section 6.1. The Association shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any Assistant Secretary shall have the authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements, assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed, verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association, or such employee or
13
agent as may be designated from time to time by the board by resolution, or by the Chairman or the President by written instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association. The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.
Section 7.2. Records. The Articles of Association, the Bylaws and the proceedings of all meetings of the shareholders, the board, and standing committees of the board, shall be recorded in appropriate minute books provided for the purpose. The minutes or each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.
Section 7.4. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under law.
Section 7.5. Notice. Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, telegram, in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive such notice, or such other personal data, as may appear on the records of the Association. Prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.
ARTICLE VIII
Indemnification
Section 8.1. The Association shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The board of directors may authorize the purchase and maintenance of insurance and/ or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all reasonable costs and expenses (including attorneys fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this Section 8.1.
Section 8.2. Notwithstanding Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 USC 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 USC 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 USC 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking
14
agency, shall be consistent with safe and sound banking practices.
ARTICLE IX
Interpretation and Amendment
Section 9.1. These Bylaws shall be interpreted in accordance with and subject to appropriate provisions of law, and may be amended, altered or repealed, at any regular or special meeting of the board.
Section 9.2. A copy of the Bylaws, with all amendments, shall at all times be kept in a convenient place at the main office of the Association, and shall be open for inspection to all shareholders during Association hours.
***
(3/11/2004)
15
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: May 18, 2015
|
By: |
/s/ Gagendra Hiralal |
|
|
Gagendra Hiralal |
|
|
Assistant Vice President |
16
Exhibit 7
U.S. Bank Trust National Association
Statement of Financial Condition
As of 12/31/2014
($000s)
|
|
12/31/2014 |
|
Assets |
|
|
|
Cash and Balances Due From Depository Institutions |
|
$ |
552,972 |
|
Securities |
|
0 |
|
Federal Funds |
|
0 |
|
Loans & Lease Financing Receivables |
|
0 |
|
Fixed Assets |
|
4 |
|
Intangible Assets |
|
16,767 |
|
Other Assets |
|
17,005 |
|
Total Assets |
|
$ |
586,748 |
|
|
|
|
|
Liabilities |
|
|
|
Deposits |
|
$ |
0 |
|
Fed Funds |
|
0 |
|
Treasury Demand Notes |
|
0 |
|
Trading Liabilities |
|
0 |
|
Other Borrowed Money |
|
0 |
|
Acceptances |
|
0 |
|
Subordinated Notes and Debentures |
|
0 |
|
Other Liabilities |
|
13,845 |
|
Total Liabilities |
|
$ |
13,845 |
|
|
|
|
|
Equity |
|
|
|
Common and Preferred Stock |
|
1,000 |
|
Surplus |
|
466,570 |
|
Undivided Profits |
|
105,333 |
|
Minority Interest in Subsidiaries |
|
0 |
|
Total Equity Capital |
|
$ |
572,903 |
|
|
|
|
|
Total Liabilities and Equity Capital |
|
$ |
586,748 |
|
17
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Estee Lauder Companies (NYSE:EL)
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From May 2023 to May 2024