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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2020

 

Philip Morris International Inc.

(Exact name of registrant as specified in its charter)

 

Virginia

 

1-33708

 

13-3435103

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

120 Park Avenue, New York, New York

10017-5592

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (917) 663-2000

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, no par value

 

PM

 

New York Stock Exchange

1.875% Notes due 2021

 

PM21B

 

New York Stock Exchange

1.875% Notes due 2021

 

PM21C

 

New York Stock Exchange

4.125% Notes due 2021

 

PM21

 

New York Stock Exchange

2.900% Notes due 2021

 

PM21A

 

New York Stock Exchange

2.625% Notes due 2022

 

PM22A

 

New York Stock Exchange

2.375% Notes due 2022

 

PM22B

 

New York Stock Exchange

2.500% Notes due 2022

 

PM22

 

New York Stock Exchange

2.500% Notes due 2022

 

PM22C

 

New York Stock Exchange

2.625% Notes due 2023

 

PM23

 

New York Stock Exchange

2.125% Notes due 2023

 

PM23B

 

New York Stock Exchange

3.600% Notes due 2023

 

PM23A

 

New York Stock Exchange

2.875% Notes due 2024

 

PM24

 

New York Stock Exchange

2.875% Notes due 2024

 

PM24C

 

New York Stock Exchange

0.625% Notes due 2024

 

PM24B

 

New York Stock Exchange

3.250% Notes due 2024

 

PM24A

 

New York Stock Exchange

2.750% Notes due 2025

 

PM25

 

New York Stock Exchange

3.375% Notes due 2025

 

PM25A

 

New York Stock Exchange

2.750% Notes due 2026

 

PM26A

 

New York Stock Exchange

2.875% Notes due 2026

 

PM26

 

New York Stock Exchange

0.125% Notes due 2026

 

PM26B

 

New York Stock Exchange

3.125% Notes due 2027

 

PM27

 

New York Stock Exchange

3.125% Notes due 2028

 

PM28

 

New York Stock Exchange

2.875% Notes due 2029

 

PM29

 

New York Stock Exchange

3.375% Notes due 2029

 

PM29A

 

New York Stock Exchange

0.800% Notes due 2031

 

PM31

 

New York Stock Exchange

3.125% Notes due 2033

 

PM33

 

New York Stock Exchange

2.000% Notes due 2036

 

PM36

 

New York Stock Exchange

1.875% Notes due 2037

 

PM37A

 

New York Stock Exchange

6.375% Notes due 2038

 

PM38

 

New York Stock Exchange

1.450% Notes due 2039

 

PM39

 

New York Stock Exchange

4.375% Notes due 2041

 

PM41

 

New York Stock Exchange

4.500% Notes due 2042

 

PM42

 

New York Stock Exchange

3.875% Notes due 2042

 

PM42A

 

New York Stock Exchange

4.125% Notes due 2043

 

PM43

 

New York Stock Exchange

4.875% Notes due 2043

 

PM43A

 

New York Stock Exchange

4.250% Notes due 2044

 

PM44

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

     

Emerging growth company

 

  

     

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

  

 

 


Item 8.01. Other Events.

On May 1, 2020, Philip Morris International Inc. (“PMI”) issued US$750,000,000 aggregate principal amount of its 1.125% Notes due 2023 (the “2023 Notes”), US$750,000,000 aggregate principal amount of its 1.500% Notes due 2025 (the “2025 Notes”) and US$750,000,000 aggregate principal amount of its 2.100% Notes due 2030 (the “2030 Notes” and, together with the 2023 Notes and the 2025 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 April 29, 2020 PMI entered into a Terms Agreement (the “Terms Agreement”) with Banca IMI S.p.A., BBVA Securities Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., 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 11, 2020 and a Prospectus Supplement (the “Prospectus Supplement”) dated April 29, 2020 (Registration No. 333-236366) 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 2023 Notes is payable from May 1, 2020 semiannually in arrears on May 1 and November 1, commencing November 1, 2020, to holders of record on the preceding April 15 and October 15, as the case may be. Interest on the 2025 Notes is payable from May 1, 2020 semiannually in arrears on May 1 and November 1, commencing November 1, 2020, to holders of record on the preceding April 15 and October 15, as the case may be. Interest on the 2030 Notes is payable from May 1, 2020 semiannually in arrears on May 1 and November 1, commencing November 1, 2020, to holders of record on the preceding April 15 and October 15, as the case may be.

The 2023 Notes will mature on May 1, 2023, the 2025 Notes will mature on May 1, 2025 and the 2030 Notes will mature on May 1, 2030.

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, 4.2 and 4.3, 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. PMI and some of its subsidiaries may enter into foreign exchange and other derivative arrangements with certain of the Underwriters or their respective affiliates. In addition, certain of the Underwriters or their respective affiliates act as dealers in connection with PMI’s commercial paper programs.

- 2 -


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

   

Description

         
 

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 April 29, 2020, among PMI and Banca IMI S.p.A., BBVA Securities Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters

         
 

4.1

   

Form of 1.125% Notes due 2023

         
 

4.2

   

Form of 1.500% Notes due 2025

         
 

4.3

   

Form of 2.100% Notes due 2030

         
 

5.1

   

Opinion of Hunton Andrews Kurth LLP

         
 

104

   

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101)

- 3 -


SIGNATUREs

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHILIP MORRIS INTERNATIONAL INC.

     

By:

 

/s/ Jerry Whitson

Name:

 

Jerry Whitson

Title:

 

Deputy General Counsel and

 

Corporate Secretary

DATE: May 1, 2020

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