SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 27, 2005
The Estee Lauder Companies Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2408943
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
767 Fifth Avenue, New York, New York 10153
(Address of principal executive offices) (Zip Code)
Commission File Number: 1-14064
212-572-4200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 27, 2005, The Estee Lauder Companies Inc. (the "Company")
entered into a credit agreement (the "Agreement") by and among the Company,
Estee Lauder Inc., a direct wholly-owned subsidiary of the Company, the Eligible
Subsidiaries of the Company, as defined therein (the "Eligible Subsidiaries"),
the lenders listed therein, JPMorgan Chase Bank, N.A., as administrative agent
("JPMCB"), Citibank, N.A. and Bank of America, N.A., as syndication agents, and
Bank of Tokyo-Mitsubishi Trust Company and BNP Paribas, as documentation agents.
The Facility (as defined below) created by the Agreement replaces the
Company's previously existing, and unused, $400 million revolving credit
facility.
The Agreement provides for a 5-year senior revolving credit facility
(the "Facility") to the Company and the Eligible Subsidiaries (collectively, the
"Borrowers"), in the amount of $600,000,000, of which the entire amount is
currently undrawn and available. The proceeds of any loans made under the
Agreement will be used for general corporate purposes in the ordinary course of
business of the Company and its subsidiaries, as shall be determined by the
Company from time to time. The Company will also use the Facility as credit
support for its commercial paper program and the commercial paper program, if
any, of any other Borrower.
Estee Lauder Inc. will act as Guarantor with respect to the
obligations of the Borrowers under the Agreement and the Company will act as
Guarantor with respect to the obligations of the Borrowers under the Agreement,
other than itself, each pursuant to the terms set forth in the Agreement.
The Lenders, as defined in the Agreement (the "Lenders"), have
committed to provide the amounts indicated in the Commitment Schedule, subject
to terms and conditions set forth in the Agreement, for an aggregate
$600,000,000 commitment to the Company and its Eligible Subsidiaries under the
Facility. Up to the equivalent of $250,000,000 of the Facility will be available
for multicurrency loans in Pounds Sterling, Euros, Japanese Yen and Swiss
Francs. A portion of the Facility not to exceed $100,000,000 will be available
for the issuance of letters of credit by JPMCB as the Issuing Lender. The
Facility may be increased, at the election of the Company, by up to $150,000,000
in accordance with the terms set forth in the Agreement. The Facility commenced
on May 27, 2005 and expires by its terms on May 27, 2010.
Interest and fees payable under the Agreement shall be determined
pursuant to the terms set forth in the Agreement.
The Agreement also contains certain affirmative, negative and
financial covenants customary for facilities of this type, including, furnishing
to Lenders periodic financial information of the Company and all reports, proxy
statements and registration statements filed with the Securities and Exchange
Commission; paying and discharging, at or before maturity, material obligations
and liabilities; maintenance of corporate existence and ability to do business;
limitations on ability to consolidate, merge or sell, lease or otherwise
transfer all or substantially all assets; limitations on the incurrence of
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liens; limitations on the incurrence of debt by subsidiaries of the Company; and
limitations on transactions with affiliates.
The Agreement also contains certain events of default customary for
facilities of this type (with customary grace periods), including nonpayment of
principal, interest, fees or other amounts when due; material inaccuracies of
representations and warranties; violations of covenants; the occurrence of
certain bankruptcy events; certain ERISA events; material judgments; changes of
control; or the invalidity of the guaranty provided by the Guarantors. Upon the
occurrence of an event of default, any outstanding loans under the Agreement may
be accelerated and/or the Lenders' commitments may be terminated, provided
however, that upon the occurrence of certain insolvency or bankruptcy related
events of default, all amounts payable under the Agreement will automatically
become immediately due and payable, and the Lenders' commitments will
automatically terminate.
In the ordinary course of their respective businesses, one or more of
the Lenders, or their affiliates, have or may have various relationships with
the Company and its subsidiaries involving the provision of a variety of
financial services, including cash management, commercial banking, investment
banking, trust, stock transfer, stock plan administration, advisory or other
financial services, for which they received, or will receive, customary fees and
expenses. In addition, the Company and its subsidiaries may have entered into
interest rate and foreign exchange derivative arrangements with one or more
Lenders, or their affiliates.
The foregoing does not constitute a complete summary of the terms of
the Agreement. A copy of the Agreement is attached hereto as Exhibit 10.1 and is
incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The disclosure required by this item is included in Item 1.01 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1 Credit Agreement, dated as of May 27, 2005, by and among
the Company, Estee Lauder Inc., a direct wholly-owned
subsidiary of the Company, the Eligible Subsidiaries of
the Company, as defined therein (the "Eligible
Subsidiaries"), the lenders listed therein, JPMorgan Chase
Bank, N.A., as administrative agent ("JPMCB"), Citibank,
N.A. and Bank of America, N.A., as syndication agents, and
Bank of Tokyo-Mitsubishi Trust Company and BNP Paribas, as
documentation agents.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
THE ESTEE LAUDER COMPANIES INC.
Date: June 2, 2005 By: /s/ Richard W. Kunes
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Richard W. Kunes
Executive Vice President
and Chief Financial Officer
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THE ESTEE LAUDER COMPANIES INC.
EXHIBIT INDEX
Exhibit No. Description
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10.1 Credit Agreement, dated as of May 27, 2005, by and among
the Company, Estee Lauder Inc., a direct wholly-owned
subsidiary of the Company, the Eligible Subsidiaries of
the Company, as defined therein (the "Eligible
Subsidiaries"), the lenders listed therein, JPMorgan Chase
Bank, N.A., as administrative agent ("JPMCB"), Citibank,
N.A. and Bank of America, N.A., as syndication agents, and
Bank of Tokyo-Mitsubishi Trust Company and BNP Paribas, as
documentation agents.
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