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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): October 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   
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 November 2, 2020, Philip Morris International Inc. (“PMI”) issued US$750,000,000 aggregate principal amount of its 0.875% Notes due 2026 (the “2026 Notes”) and US$750,000,000 aggregate principal amount of its 1.750% Notes due 2030 (the “2030 Notes” and, together with the 2026 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 October 29, 2020 PMI entered into a Terms Agreement (the “Terms Agreement”) with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., Santander Investment Securities Inc. and SG Americas Securities, 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 11, 2020 and a Prospectus Supplement (the “Prospectus Supplement”) dated October 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 2026 Notes is payable from November 2, 2020 semiannually in arrears on May 1 and November 1, commencing May 1, 2021, 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 November 2, 2020 semiannually in arrears on May 1 and November 1, commencing May 1, 2021, to holders of record on the preceding April 15 and October 15, as the case may be.

The 2026 Notes will mature on May 1, 2026 and the 2030 Notes will mature on November 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 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. 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.

 

- 3 -


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 October 29, 2020, among PMI and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., Santander Investment Securities Inc. and SG Americas Securities, LLC, as representatives of the several underwriters
4.1    Form of 0.875% Notes due 2026
4.2    Form of 1.750% 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)

 

- 4 -


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: November 2, 2020

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