Item 8.01. Other Events.
On February 21, 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 pursuant to an
Indenture dated as of April 25, 2008, by and between PMI and HSBC Bank USA, National Association, as trustee.
In connection with the
issuance of the Notes, on February 15, 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), pursuant to which PMI agreed to issue and sell the Notes to the Underwriters. The provisions of an Underwriting
Agreement, dated as of April 25, 2008 (the Underwriting Agreement), are incorporated by reference in the Terms Agreement.
PMI has filed with the Securities and Exchange Commission a Prospectus dated February 14, 2017 and a Prospectus Supplement (the
Prospectus Supplement) dated February 15, 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 February 21, 2017 semiannually in arrears on February 21 and August 21, commencing
August 21, 2017, to holders of record on the preceding February 6 and August 6, as the case may be. Interest on the 2020 FRN is payable from February 21, 2017 quarterly in arrears on February 21, May 21, August 21
and November 21, commencing May 21, 2017, to holders of record on the preceding February 6, May 6, August 6 and November 6, as the case may be. Interest on the 2020 Notes is payable from February 21, 2017
semiannually in arrears on February 21 and August 21, commencing August 21, 2017, to holders of record on the preceding February 6 and August 6, as the case may be. Interest on the 2022 Notes is payable from
February 21, 2017 semiannually in arrears on February 18 and August 18, commencing August 18, 2017, to holders of record on the preceding February 3 and August 3, as the case may be.
The 2019 Notes will mature on February 21, 2019, the 2020 FRN will mature on February 21, 2020, the 2020 Notes will mature on
February 21, 2020 and the 2022 Notes will mature on February 18, 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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