Item 8.01. Other Events.
On November 8, 2017, Philip Morris International Inc. (PMI) issued 500,000,000 aggregate principal amount of its 0.625% Notes due 2024
(the 2024 Notes) and 500,000,000 aggregate principal amount of its 1.875% Notes due 2037 (the 2037 Notes together with the 2024 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
November 3, 2017, PMI entered into a Terms Agreement (the Terms Agreement) with the 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 November 3, 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 2024 Notes is payable annually on November 8 of each year,
commencing November 8, 2018, to holders of record on the preceding October 24. Interest on the 2037 Notes is payable annually on November 6 of each year, commencing November 6, 2018, to holders of record on the preceding
October 22.
The 2024 Notes will mature on November 8, 2024 and the 2037 Notes will mature on November 6, 2037.
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 or their respective affiliates are lenders under PMIs 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
PMIs commercial paper programs.
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