PFIZER INC. (LON:PFZ) Files An 8-K Other EventsItem 8.01 Other Events
On December19, 2017 (the “Settlement Date”), Pfizer Inc. (the “Company”) completed its previously announced (i)private offer (the “Exchange Offer”) to exchange any and all of its outstanding £1,500,000,000 6.500per cent. Notes due 2038 (the “2038 Notes”) for newly issued debt securities of the Company and (ii)offer to purchase (the “Tender Offer” and, together with the Exchange Offer, the “2038 Notes Offers” ) for cash any and all of its outstanding 2038 Notes from holders thereof.
The 2038 Notes Offers expired at 5:00 p.m. (New York time) on December14, 2017.
to the 2038 Notes Offers, £833,450,000 aggregate principal amount of outstanding 2038 Notes were validly tendered and accepted and subsequently cancelled in the Exchange Offer and £196,550,000 aggregate principal amount of outstanding 2038 Notes were validly tendered and accepted and subsequently cancelled in the Tender Offer.
Following the completion of the 2038 Notes Offers, £470,000,000 aggregate principal amount of the 2038 Notes remains outstanding.
In connection with the Exchange Offer, on the Settlement Date the Company issued £1,375,882,000 aggregate principal amount of 2.735% Notes due 2043 (the “New Notes”) in exchange for the validly tendered and accepted 2038 Notes. The terms of the New Notes are further described in the Offering Memorandum dated December7, 2017 and the Tenth Supplemental Indenture (as defined below).
The New Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities law, and therefore may not be offered or sold in the United States or to any U.S. persons (as defined in Rule 902 under the Securities Act) except to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The New Notes are unsecured general obligations of the Company and rank equally with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.
The New Notes are governed by the terms of an indenture, dated as of January30, 2001, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented by the tenth supplemental indenture, dated as of December19, 2017, between the Company, the Trustee and The Bank of New York Mellon, London Branch, as paying agent (the “Tenth Supplemental Indenture”).
The foregoing summary of the Tenth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Tenth Supplemental Indenture, a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.
Item 8.01 Financial Statements and Exhibits
(d)Exhibits
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ExhibitNo. |
ExhibitDescription |
| 4.1 | Indenture, dated as of January 30, 2001, between Pfizer Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (incorporated by reference from the Company’s Current Report on Form 8-K filed on January30, 2001). |
| 4.2 | Tenth Supplemental Indenture, dated as of December19, 2017, between Pfizer Inc., The Bank of New York Mellon, as trustee and The Bank of New York Mellon, London Branch, as paying agent. |
| 4.3 | Form of Pfizer Inc.’s 2.735% Notes due 2043 (included in Exhibit 4.2). |
| 99.1 | Press Release of Pfizer Inc., dated December15, 2017. |
PFIZER INC ExhibitEX-4.2 2 d476089dex42.htm EX-4.2 EX-4.2 Table of Contents Exhibit 4.2 PFIZER INC. and THE BANK OF NEW YORK MELLON,…To view the full exhibit click here
