Philip Morris International Inc. (NYSE:PM) Files An 8-K Other EventsItem 8.01. Other Events.
On August17, 2017, Philip Morris International Inc. (“PMI”) issued US$750,000,000 aggregate principal amount of its 2.375% Notes due 2022 (the “2022 Notes”) and US$500,000,000 aggregate principal amount of its 3.125% Notes due 2027 (the “2027 Notes” and, together with the 2022 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 August14, 2017, PMI entered into a Terms Agreement (the “Terms Agreement”) with Goldman Sachs& Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Société Générale, 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 August14, 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 PMI’s ability, with significant exceptions, to incur debt secured by liens and engage in sale/leaseback transactions. PMI may redeem the 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 2022 Notes is payable from August17, 2017 semiannually in arrears on February17 and August17, commencing February17, 2018, to holders of record on the preceding February2 and August2, as the case may be. Interest on the 2027 Notes is payable from August17, 2017 semiannually in arrears on February17 and August17, commencing February17, 2018, to holders of record on the preceding February2 and August2, as the case may be.
The 2022 Notes will mature on August17, 2022 and the 2027 Notes will mature on August17, 2027.
The Notes will be PMI’s 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 and 4.2, 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 PMI’s credit facilities. In addition, certain of the Underwriters or their respective affiliates act as dealers in connection with PMI’s commercial paper programs.
Item 8.01. Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated as of April 25, 2008 (incorporated by reference to Exhibit 1.1 of PMI’s Registration Statement on Form S-3 (No. 333-150449))|
|1.2||Terms Agreement, dated August 14, 2017, among PMI and Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Société Générale, as representatives of the several underwriters|
|4.1||Form of 2.375% Notes due 2022|
|4.2||Form of 3.125% Notes due 2027|
|5.1||Opinion of Hunton & Williams LLP|
Philip Morris International Inc. ExhibitEX-1.2 2 d441773dex12.htm EX-1.2 EX-1.2 Exhibit 1.2 PHILIP MORRIS INTERNATIONAL INC. (the Company) Debt Securities TERMS AGREEMENT August 14,…To view the full exhibit click
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.