Philip Morris International Inc. (NYSE:PM) Files An 8-K Other Events
Item8.01. Other Events.
On February21, 2017, Philip Morris International Inc. (PMI)
issued US$700,000,000 aggregate principal amount of its 1.625%
Notes due 2019 (the 2019 Notes), US$300,000,000 aggregate
principal amount of its Floating Rate Notes due 2020 (the 2020
FRN), US$1,000,000,000 aggregate principal amount of its 2.000%
Notes due 2020 (the 2020 Notes) and US$500,000,000 aggregate
principal amount of its 2.625% Notes due 2022 (the 2022 Notes
and, together with the 2019 Notes, the 2020 FRN and the 2020
Notes, the Notes). The Notes were issued to an Indenture dated as
of April25, 2008, by and between PMI and HSBC Bank USA, National
Association, as trustee.
In connection with the issuance of the Notes, on February15,
2017, PMI entered into a Terms Agreement (the Terms Agreement)
with BNP Paribas Securities Corp., Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.
and ING Financial Markets LLC, as representatives of the several
underwriters named therein (the Underwriters), to which PMI
agreed to issue and sell the Notes to the Underwriters. The
provisions of an Underwriting Agreement, dated as of April25,
2008 (the Underwriting Agreement), are incorporated by reference
in the Terms Agreement.
PMI has filed with the Securities and Exchange Commission a
Prospectus dated February14, 2017 and a Prospectus Supplement
(the Prospectus Supplement) dated February15, 2017 (Registration
No.333-216046) in connection with the public offering of the
Notes.
The Notes are subject to certain customary covenants, including
limitations on PMIs ability, with significant exceptions, to
incur debt secured by liens and engage in sale/leaseback
transactions. PMI may redeem the 2019 Notes, 2020 Notes and 2022
Notes, in whole or in part, at the applicable redemption prices
described in the Prospectus Supplement, plus accrued and unpaid
interest thereon to, but excluding, the applicable redemption
date. PMI may also redeem all, but not part, of the Notes of each
series upon the occurrence of specified tax events as described
in the Prospectus Supplement.
Interest on the 2019 Notes is payable from February21, 2017
semiannually in arrears on February21 and August21, commencing
August21, 2017, to holders of record on the preceding February6
and August6, as the case may be. Interest on the 2020 FRN is
payable from February21, 2017 quarterly in arrears on February21,
May21, August21 and November21, commencing May21, 2017, to
holders of record on the preceding February6, May6, August6 and
November6, as the case may be. Interest on the 2020 Notes is
payable from February21, 2017 semiannually in arrears on
February21 and August21, commencing August21, 2017, to holders of
record on the preceding February6 and August6, as the case may
be. Interest on the 2022 Notes is payable from February21, 2017
semiannually in arrears on February18 and August18, commencing
August18, 2017, to holders of record on the preceding February3
and August3, as the case may be.
The 2019 Notes will mature on February21, 2019, the 2020 FRN will
mature on February21, 2020, the 2020 Notes will mature on
February21, 2020 and the 2022 Notes will mature on February18,
2022.
The Notes will be PMIs senior unsecured obligations and will rank
equally in right of payment with all of its existing and future
senior unsecured indebtedness.
For a complete description of the terms and conditions of the
Underwriting Agreement, the Terms Agreement and the Notes, please
refer to such agreements and the form of Notes, each of which is
incorporated herein by reference and is an exhibit to this report
as Exhibits 1.1, 1.2, 4.1, 4.2, 4.3 and 4.4, respectively.
Certain of the Underwriters and their respective affiliates have,
from time to time, performed, and may in the future perform,
various financial advisory, commercial and investment banking
services for PMI, for which they received or will receive
customary fees and expenses. Certain of the Underwriters and
their respective affiliates are lenders under PMIs credit
facilities. In addition, certain of the Underwriters or their
respective affiliates act as dealers in connection with PMIs
commercial paper programs.
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Item9.01. Financial Statements and Exhibits.
| (d) |
Exhibits. |
|
Exhibit Number |
Description |
|
| 1.1 |
Underwriting Agreement, dated as of April25, 2008 |
|
| 1.2 |
Terms Agreement, dated February15, 2017, among PMI and BNP |
|
| 4.1 |
Form of 1.625% Notes due 2019 |
|
| 4.2 |
Form of Floating Rate Notes due 2020 |
|
| 4.3 |
Form of 2.000% Notes due 2020 |
|
| 4.4 |
Form of 2.625% Notes due 2022 |
|
| 5.1 |
Opinion of Hunton Williams LLP |
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About Philip Morris International Inc. (NYSE:PM)
Philip Morris International Inc. is a holding company engaged in the manufacture and sale of cigarettes, other tobacco products and other nicotine-containing products in markets outside of the United States. The Company’s products are sold in over 180 markets. Its segments include European Union; Eastern Europe, Middle East & Africa; Asia, and Latin America & Canada. The Company’s premium price brands include Marlboro, Merit, Parliament and Virginia Slims; mid-price brands include L&M and Philip Morris, and other international brands include Bond Street, Chesterfield, Lark, Muratti, Next and Red & White. Its local cigarette brands consist of Dji Sam Soe, Sampoerna and U Mild in Indonesia; Champion, Fortune and Hope in the Philippines; Apollo-Soyuzand Optima in Russia; Morven Gold in Pakistan; Boston in Colombia, Belmont, Canadian Classics and Number 7 in Canada; Best in Serbia; f6 in Germany; Delicados in Mexico; Assos in Greece, and Petra in the Czech Republic and Slovakia. Philip Morris International Inc. (NYSE:PM) Recent Trading Information
Philip Morris International Inc. (NYSE:PM) closed its last trading session up +0.58 at 104.24 with 5,092,977 shares trading hands.