Item 8.01. Other Events.
On August 17, 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 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
August 14, 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), 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 August 14, 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 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 August 17, 2017 semiannually in arrears on February 17 and August 17, commencing February 17,
2018, to holders of record on the preceding February 2 and August 2, as the case may be. Interest on the 2027 Notes is payable from August 17, 2017 semiannually in arrears on February 17 and August 17, commencing
February 17, 2018, to holders of record on the preceding February 2 and August 2, as the case may be.
The 2022 Notes will mature on
August 17, 2022 and the 2027 Notes will mature on August 17, 2027.
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 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 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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