EL · Estee Lauder Companies Inc · Debt

Verified covenant terms

• Limitation on Liens · Limitation on Liens it shall not, nor shall it permit any Consolidated Subsidiary to, create or assume any Indebtedness for money borrowed which is secured by a pledge, mortgage, lien, charge, encumbrance or security interest Exceptions: except that the foregoing restriction shall not apply to (a) liens on any assets of any corporation or other business entity existing at the time such Person becomes a Consolidated Subsidiary; Defined terms:
  • Consolidated Subsidiary: The term “Consolidated Subsidiary” shall mean any Subsidiary substantially all the property of which is located, and substantially all the operations of which are conducted, in the United States of America whose financial statements are consolidated with those of the Company in accordance with generally accepted accounting principles, excluding any Subsidiary substantially all the assets of which consist of stock or other securities of any Subsidiary substantially all the property of which and substantially all the operations of which are conducted outside the United States of America.

    Source evidence: The term “Consolidated Subsidiary” shall mean any Subsidiary substantially all the property of which is located, and substantially all the operations of which are conducted, in the United States of America whose financial statements are consolidated with those of the Company in accordance with generally accepted accounting principles, excluding any Subsidiary substantially all the assets of which consist of stock or other securities of any Subsidiary substantially all the property of which and substantially all the operations of which are conducted outside the United States of America.

  • Indebtedness: all items classified as indebtedness on the most recent publicly available consolidated balance sheet of the Company and its Consolidated Subsidiaries, in accordance with generally accepted accounting principles.

    Source evidence: The term “Indebtedness” shall mean all items classified as indebtedness on the most recent publicly available consolidated balance sheet of the Company and its Consolidated Subsidiaries, in accordance with generally accepted accounting principles.

  • Subsidiary: any corporation, association, partnership, joint venture, limited liability company or other business entity of which at least a majority of the total voting power of the equity interest under ordinary circumstances for the election of the board of directors, managers or trustees thereof shall at the time be owned by the Company or by the Company and one or more Subsidiaries or by one or more Subsidiaries.

    Source evidence: The term “Subsidiary” shall mean any corporation, association, partnership, joint venture, limited liability company or other business entity of which at least a majority of the total voting power of the equity interest under ordinary circumstances for the election of the board of directors, managers or trustees thereof shall at the time be owned by the Company or by the Company and one or more Subsidiaries or by one or more Subsidiaries.

  *Limitation on Liens*.
  Full wording and supporting evidence

  Source evidence: *Limitation on Liens*. The Company covenants that, so long as any of the Notes remain outstanding, it shall not, nor shall it permit any Consolidated Subsidiary to, create or assume any Indebtedness for money borrowed which is secured by a pledge, mortgage, lien, charge, encumbrance or security interest (“liens”) of or upon any assets, whether now owned or hereafter acquired, of the Company or any such Consolidated Subsidiary without equally and ratably securing the Notes by a lien ranking ratably with and equal to (or at the option of the Company, senior to) such secured Indebtedness for as long as such Indebtedness remains outstanding and is so secured, except that the foregoing restriction shall not apply to (a) liens on any assets of any corporation or other business entity existing at the time such Person becomes a Consolidated Subsidiary;

  Target identity evidence: The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on March 15, 2031 (the “Maturity Date”) and to pay interest thereon at the rate per annum equal to 1.950% (the “Interest Rate”) until the principal hereof is fully paid or duly made available for payment.

  Target identity evidence: OFFICERS’ CERTIFICATE

  Target identity evidence: March 4, 2021

  Target identity evidence: The Securities shall be entitled the “1.950% Senior Notes due 2031” (the “Notes”).

  Target identity evidence: The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on March 15, 2031 (the “Maturity Date”)

  Target identity evidence: **OFFICERS’ CERTIFICATE**

  Target identity evidence: to which Indenture and all indentures or officers’ certificates, as applicable, supplemental thereto (including without limitation that certain Officers’ Certificate dated March 4, 2021 relating to the Company’s 1.950% Senior Notes due 2031)

  Target identity evidence: This Note is one of a series of the Securities designated as 1.950% Senior Notes due 2031 (the “Notes”).

• Limitation on Sale and Lease-Back Transactions · Limitation on Sale and Lease-Back Transactions the Company shall not, nor shall the Company permit any Consolidated Subsidiary to, enter into any sale and lease-back transaction with respect to any assets Exceptions: other than any sale lease-back transaction (involving a lease for a term of not more than three years) Defined terms:
  • Attributable Debt: in connection with a sale and lease-back transaction shall mean, as of the date of determination, the lesser of (a) the fair value of the assets subject to such transaction, as determined by the Company’s Board of Directors, or (b) the present value of the obligations of the lessee for net rental payments during the term of any lease discounted at the rate of interest set forth or implicit in the terms of such lease or, if not practicable to determine such rate, the weighted average interest rate per annum borne by the debt securities outstanding pursuant to the Indenture and subject to limitations on sale and lease-back transaction covenants, compounded semi-annually in either case as determined by the Company’s principal accounting or financial officer.

    Source evidence: The term “Attributable Debt” in connection with a sale and lease-back transaction shall mean, as of the date of determination, the lesser of (a) the fair value of the assets subject to such transaction, as determined by the Company’s Board of Directors, or (b) the present value of the obligations of the lessee for net rental payments during the term of any lease discounted at the rate of interest set forth or implicit in the terms of such lease or, if not practicable to determine such rate, the weighted average interest rate per annum borne by the debt securities outstanding pursuant to the Indenture and subject to limitations on sale and lease-back transaction covenants, compounded semi-annually in either case as determined by the Company’s principal accounting or financial officer.

  • Consolidated Subsidiary: any Subsidiary substantially all the property of which is located, and substantially all the operations of which are conducted, in the United States of America whose financial statements are consolidated with those of the Company in accordance with generally accepted accounting principles, excluding any Subsidiary substantially all the assets of which consist of stock or other securities of any Subsidiary substantially all the property of which and substantially all the operations of which are conducted outside the United States of America.

    Source evidence: The term “Consolidated Subsidiary” shall mean any Subsidiary substantially all the property of which is located, and substantially all the operations of which are conducted, in the United States of America whose financial statements are consolidated with those of the Company in accordance with generally accepted accounting principles, excluding any Subsidiary substantially all the assets of which consist of stock or other securities of any Subsidiary substantially all the property of which and substantially all the operations of which are conducted outside the United States of America.

  • Exempted Debt: the sum of the following as of the date of determination: (i) Indebtedness of the Company and its Consolidated Subsidiaries incurred after the date of initial issuance of the Notes and secured by liens not permitted to be created or assumed pursuant to the covenant with respect to “Limitation on Liens” above, and (ii) Attributable Debt of the Company and its Consolidated Subsidiaries in respect of every sale and lease-back transaction entered into after the date of initial issuance of the Notes, other than leases expressly permitted by the covenant with respect to “Limitation on Sale and Lease-Back Transactions” above.

    Source evidence: The term “Exempted Debt” shall mean the sum of the following as of the date of determination: (i) Indebtedness of the Company and its Consolidated Subsidiaries incurred after the date of initial issuance of the Notes and secured by liens not permitted to be created or assumed pursuant to the covenant with respect to “Limitation on Liens” above, and (ii) Attributable Debt of the Company and its Consolidated Subsidiaries in respect of every sale and lease-back transaction entered into after the date of initial issuance of the Notes, other than leases expressly permitted by the covenant with respect to “Limitation on Sale and Lease-Back Transactions” above.

  • Indebtedness: all items classified as indebtedness on the most recent publicly available consolidated balance sheet of the Company and its Consolidated Subsidiaries, in accordance with generally accepted accounting principles.

    Source evidence: The term “Indebtedness” shall mean all items classified as indebtedness on the most recent publicly available consolidated balance sheet of the Company and its Consolidated Subsidiaries, in accordance with generally accepted accounting principles.

  *Limitation on Sale and Lease-Back Transactions*.
  Full wording and supporting evidence

  Source evidence: *Limitation on Sale and Lease-Back Transactions*. The Company covenants that, so long as any of the Notes remain outstanding, the Company shall not, nor shall the Company permit any Consolidated Subsidiary to, enter into any sale and lease-back transaction with respect to any assets, other than any sale lease-back transaction (involving a lease for a term of not more than three years), unless either (a) the Company or such Consolidated Subsidiary would be entitled to incur Indebtedness secured by a lien on the assets to be leased in an amount at least equal to the Attributable Debt in respect of such transaction without equally and ratably securing the Notes pursuant to clauses (a) through (l) inclusive of the covenant with respect to “Limitation on Liens” above, or (b) the proceeds of the sale of the assets to be leased are at least equal to their fair market value (as determined by the Board of Directors of the Company) and the proceeds are applied to the purchase or acquisition (or, in the case of real property, the construction) of assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Indebtedness.

  Target identity evidence: The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on March 15, 2031 (the “Maturity Date”) and to pay interest thereon at the rate per annum equal to 1.950% (the “Interest Rate”) until the principal hereof is fully paid or duly made available for payment.

  Target identity evidence: OFFICERS’ CERTIFICATE

  Target identity evidence: March 4, 2021

  Target identity evidence: The Securities shall be entitled the “1.950% Senior Notes due 2031” (the “Notes”).

  Target identity evidence: The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on March 15, 2031 (the “Maturity Date”)

  Target identity evidence: **OFFICERS’ CERTIFICATE**

  Target identity evidence: to which Indenture and all indentures or officers’ certificates, as applicable, supplemental thereto (including without limitation that certain Officers’ Certificate dated March 4, 2021 relating to the Company’s 1.950% Senior Notes due 2031)

  Target identity evidence: This Note is one of a series of the Securities designated as 1.950% Senior Notes due 2031 (the “Notes”).

• Purchase of Notes Upon a Change of Control Repurchase Event · Purchase of Notes Upon a Change of Control Repurchase Event the Company shall make an offer to each holder of Notes to repurchase all or any part Springing Trigger: If a Change of Control Repurchase Event (defined below) occurs Exceptions: unless the Company has exercised its right to redeem the Notes as described in paragraph 6 above Defined terms:
  • Below Investment Grade Rating Event: the Notes are rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

    Source evidence: “Below Investment Grade Rating Event” means the Notes are rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

  • Change of Control: the occurrence of any of the following:

    Source evidence: “Change of Control” means the occurrence of any of the following:

  • Change of Control Repurchase Event: the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

    Source evidence: “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  *Purchase of Notes Upon a Change of Control Repurchase Event*.
  Full wording and supporting evidence

  Source evidence: *Purchase of Notes Upon a Change of Control Repurchase Event*. If a Change of Control Repurchase Event (defined below) occurs, unless the Company has exercised its right to redeem the Notes as described in paragraph 6 above, the Company shall make an offer to each holder of Notes to repurchase all or any part (in multiples of $2,000 principal amount) of that holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of repurchase.

  Target identity evidence: The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on March 15, 2031 (the “Maturity Date”) and to pay interest thereon at the rate per annum equal to 1.950% (the “Interest Rate”) until the principal hereof is fully paid or duly made available for payment.

  Target identity evidence: OFFICERS’ CERTIFICATE

  Target identity evidence: March 4, 2021

  Target identity evidence: The Securities shall be entitled the “1.950% Senior Notes due 2031” (the “Notes”).

  Target identity evidence: The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on March 15, 2031 (the “Maturity Date”)

  Target identity evidence: **OFFICERS’ CERTIFICATE**

  Target identity evidence: to which Indenture and all indentures or officers’ certificates, as applicable, supplemental thereto (including without limitation that certain Officers’ Certificate dated March 4, 2021 relating to the Company’s 1.950% Senior Notes due 2031)

  Target identity evidence: This Note is one of a series of the Securities designated as 1.950% Senior Notes due 2031 (the “Notes”).

• If any Event of Default · may declare the principal of all the Notes due and payable If any Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Notes due and payable If any Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing
  Full wording and supporting evidence

  Source evidence: If any Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Notes due and payable in the manner and with the effect provided in the Indenture.

  Target identity evidence: The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on March 15, 2031 (the “Maturity Date”) and to pay interest thereon at the rate per annum equal to 1.950% (the “Interest Rate”) until the principal hereof is fully paid or duly made available for payment.

  Target identity evidence: OFFICERS’ CERTIFICATE

  Target identity evidence: March 4, 2021

  Target identity evidence: The Securities shall be entitled the “1.950% Senior Notes due 2031” (the “Notes”).

  Target identity evidence: The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on March 15, 2031 (the “Maturity Date”)

  Target identity evidence: **OFFICERS’ CERTIFICATE**

  Target identity evidence: to which Indenture and all indentures or officers’ certificates, as applicable, supplemental thereto (including without limitation that certain Officers’ Certificate dated March 4, 2021 relating to the Company’s 1.950% Senior Notes due 2031)

  Target identity evidence: This Note is one of a series of the Securities designated as 1.950% Senior Notes due 2031 (the “Notes”).