Filed pursuant to Rule 433
Registration Statement No. 333-142342
April 26, 2007
[ESTEE LAUDER COMPANIES LOGO]
THE ESTEE LAUDER COMPANIES INC.
$______________ _________% SENIOR NOTES DUE _________
$______________ _________% SENIOR NOTES DUE _________
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This free writing prospectus relates only to the securities described below and
should be read together with the preliminary prospectus supplement, dated April
25, 2007, relating to the securities offered thereby.
The Estee Lauder Companies Inc. is offering $______________ of our
______% Senior Notes due ____________, or the ____________ Notes, and
$______________ of our ______% Senior Notes due ____________, or the
____________Notes, under an effective shelf registration statement on file with
the Securities and Exchange Commission as described in our preliminary
prospectus supplement dated April 25, 2007 relating to the offering. The
____________ Notes and the ____________ Notes are together referred to as the
notes.
In connection with the offering of the notes, we have added additional
terms that will be applicable to the notes.
THE ESTEE LAUDER COMPANIES INC. HAS FILED A REGISTRATION STATEMENT (INCLUDING A
PROSPECTUS AND PRELIMINARY PROSPECTUS SUPPLEMENT) WITH THE SEC FOR THE OFFERING
TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE
PRELIMINARY PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN THAT REGISTRATION
STATEMENT AND OTHER DOCUMENTS THE COMPANY HAS FILED WITH THE SEC FOR MORE
COMPLETE INFORMATION ABOUT THE COMPANY AND THIS OFFERING. YOU MAY GET THESE
DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV.
ALTERNATIVELY, THE ESTEE LAUDER COMPANIES INC., ANY UNDERWRITER OR ANY DEALER
PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU
REQUEST IT BY CALLING CITIGROUP GLOBAL MARKETS INC. TOLL FREE AT 1-877-858-5407
OR J.P. MORGAN SECURITIES INC. COLLECT AT (212) 834-4533.
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Joint Book-Running Managers
CITI JPMORGAN
In connection with the offering of the notes, the following additional terms
will be applicable to both the ____________ Notes and the ____________ Notes:
PURCHASE OF NOTES UPON A CHANGE OF CONTROL REPURCHASE EVENT
If a Change of Control Repurchase Event (defined below) occurs, unless
we have exercised our right to redeem the notes as described in the preliminary
prospectus supplement under the heading "Description of the Senior Notes --
Optional Redemption," we will 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. Within 30 days following any
Change of Control Repurchase Event or, at our option, prior to any Change of
Control (defined below), but after the public announcement of the Change of
Control, we will mail a notice to each holder describing the transaction or
transactions that constitute or may constitute the Change of Control Repurchase
Event and offering to repurchase notes on the payment date specified in the
notice, which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed. The notice shall, if mailed prior to the
date of consummation of the Change of Control, state that the offer to
repurchase is conditioned on the Change of Control Repurchase Event occurring on
or prior to the payment date specified in the notice.
We will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations to the extent those laws and
regulations are applicable in connection with the repurchase of the notes as a
result of a Change of Control Repurchase Event. To the extent that the
provisions of any securities laws or regulations conflict with the Change of
Control Repurchase Event provisions of the notes, we will comply with the
applicable securities laws and regulations and will not be deemed to have
breached our obligations under the Change of Control Repurchase Event provisions
of the notes by virtue of such conflict.
On the Change of Control Repurchase Event payment date, we will, to the
extent lawful:
(1) accept for payment all notes or portions of notes properly
tendered pursuant to our offer;
(2) deposit with the paying agent an amount equal to the aggregate
purchase price in respect of all notes or portions of notes
properly tendered; and
(3) deliver or cause to be delivered to the trustee the notes
properly accepted, together with an officers' certificate
stating the aggregate principal amount of notes being
purchased by us.
The paying agent will promptly pay, from funds deposited by us for such
purpose, to each holder of notes properly tendered the purchase price for the
notes, and the trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each holder a new note equal in principal amount
to any unpurchased portion of any notes surrendered.
We will not be required to make an offer to repurchase the notes upon a
Change of Control Repurchase Event if a third party makes an offer in the
manner, at the times and otherwise in compliance with the requirements for an
offer made by us and such third party purchases all notes properly tendered and
not withdrawn under its offer.
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"Change of Control" means the occurrence of any of the following:
(1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or
substantially all of our properties or assets and those of our
subsidiaries, taken as a whole, to any "person" (as that term
is used in Section 13(d)(3) of the Exchange Act), other than
us or one of our wholly owned subsidiaries;
(2) the adoption of a plan relating to our liquidation or
dissolution;
(3) the first day on which a majority of the members of our board
of directors are not Continuing Directors;
(4) the consummation of any transaction or series of related
transactions (including, without limitation, any merger or
consolidation) the result of which is that any "person" (as
that term is used in Section 13(d)(3) of the Exchange Act),
other than us, one of our wholly owned subsidiaries or Lauder
Family Members, becomes the beneficial owner, directly or
indirectly, of more than 50% of our Voting Stock, and
following such transaction or transactions, Lauder Family
Members beneficially own less than 50% of our Voting Stock, in
each case, measured by voting power rather than number of
shares; or
(5) the consummation of a so-called "going private/Rule 13e-3
Transaction" that results in any of the effects described in
paragraph (a)(3)(ii) of Rule 13e-3 under the Exchange Act (or
any successor provision), following which Lauder Family
Members beneficially own, directly or indirectly, more than
50% of our Voting Stock, measured by voting power rather than
number of shares.
Notwithstanding the foregoing, a transaction effected to create a
holding company for us will not be deemed to involve a Change of Control if (a)
pursuant to such transaction we become a wholly owned subsidiary of such holding
company and (b) the holders of the Voting Stock of such holding company
immediately following such transaction are the same as the holders of our Voting
Stock immediately prior to such transaction.
"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 Repurchase Event" means the occurrence of both a
Change of Control and a Below Investment Grade Rating Event.
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"Continuing Directors" means, as of any date of determination, any
member of our board of directors who:
(1) was a member of such board of directors on the first date that
any of the notes were issued; or
(2) was nominated for election or elected to our board of
directors with the approval of a majority of the Continuing
Directors who were members of our board at the time of such
nomination or election.
"Investment Grade" means a rating of Baa3 or better by Moody's (or its
equivalent under any successor rating categories of Moody's) and BBB- or better
by S&P (or its equivalent under any successor rating categories of S&P) (or, in
each case, if such Rating Agency ceases to rate the notes for reasons outside of
our control, the equivalent investment grade credit rating from any Rating
Agency selected by us as a replacement Rating Agency).
"Lauder Family Members" includes only the following persons: (i) the
estate of Mrs. Estee Lauder; (ii) each descendant of Mrs. Lauder (a "Lauder
Descendant") and their respective estates, guardians, conservators or
committees; (iii) each "Family Controlled Entity" (as defined below); and (iv)
the trustees, in their respective capacities as such, of each "Family Controlled
Trust" (as defined below). The term "Family Controlled Entity" means (i) any
not-for-profit corporation if at least 80% of its board of directors is composed
of Lauder Descendants; (ii) any other corporation if at least 80% of the value
of its outstanding equity is owned by Lauder Family Members; (iii) any
partnership if at least 80% of the value of its partnership interests are owned
by Lauder Family Members; and (iv) any limited liability or similar company if
at least 80% of the value of the company is owned by Lauder Family Members. The
term "Family Controlled Trust" includes certain trusts existing on November 16,
1995 and trusts the primary beneficiaries of which are Lauder Descendants,
spouses of Lauder Descendants and/or charitable organizations, provided that if
the trust is a wholly charitable trust, at least 80% of the trustees of such
trust consist of Lauder Descendants.
"Moody's" means Moody's Investors Service, Inc.
"Rating Agency" means:
(1) each of Moody's and S&P; and
(2) if either of Moody's or S&P ceases to rate the notes or fails
to make a rating of the notes publicly available for reasons
outside of our control, a "nationally recognized statistical
rating organization" within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act selected by us as a
replacement agency for Moody's or S&P, or both, as the case
may be.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.
"Voting Stock" as applied to stock of any person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.
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