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Item 1.01.
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Entry into a Material Definitive Agreement.
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On January 29, 2021, Philip Morris International Inc. (“PMI”) entered into an agreement, effective February 2, 2021, to amend and extend the term of its existing 364-day revolving credit facility, dated as of February 12, 2013 (as amended or modified from time to time, the “364-day Credit Agreement”), with each lender named therein and Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as administrative agent (the “364-day Amendment and Extension Agreement”). The 364-day Amendment and Extension Agreement extends the expiration date of the 364-day Credit Agreement from February 2, 2021 to February 1, 2022 in the amount of $1.75 billion pursuant to Section 2.19 of the 364-day Credit Agreement and amends the 364-day Credit Agreement to, among other things, include customary LIBOR replacement language. Except as set forth in the 364-day Amendment and Extension Agreement, the terms and conditions of the 364-day Credit Agreement remain in full force and effect.
PMI also entered into an agreement, effective February 10, 2021, to amend and extend the term of its existing multi-year revolving credit facility, dated as of February 10, 2020 (as amended or modified from time to time, the “Multi-year Credit Agreement”), with the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent (the “Multi-year Amendment and Extension Agreement”). The Multi-year Amendment and Extension Agreement extends the expiration date of the Multi-year Credit Agreement from February 10, 2025 to February 10, 2026 in the amount of $1.86 billion pursuant to Section 2.24 of the Multi-year Credit Agreement and amends the Multi-year Credit Agreement to, among other things, include customary LIBOR replacement language. PMI has the ability to increase or obtain additional commitments under the Multi-year Credit Agreement for the time period from February 11, 2025 to February 10, 2026 by up to $140 million. Except as set forth in the Multi-year Amendment and Extension Agreement, the terms and conditions of the Multi-year Credit Agreement remain in full force and effect.
Some of the lenders under the 364-day Credit Agreement and the Multi-year Credit Agreement 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 affiliates of the lenders under the 364-day Credit Agreement and the Multi-year Credit Agreement are underwriters of certain of PMI’s note issuances. PMI and some of its subsidiaries may enter into foreign exchange and other derivative arrangements with certain of the lenders under the 364-day Credit Agreement and the Multi-year Credit Agreement and their respective affiliates. In addition, certain of the lenders under the 364-day Credit Agreement and the Multi-year Credit Agreement and their respective affiliates act as dealers in connection with PMI’s commercial paper programs.
The descriptions above of the 364-day Amendment and Extension Agreement and the Multi-year Amendment and Extension Agreement are summaries and are qualified in their entirety by reference to the full text of the 364-day Amendment and Extension Agreement and the Multi-year Amendment and Extension Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this report and incorporated herein by reference. The 364-day Credit Agreement was previously filed as Exhibit 10.1 to PMI’s Current Report on Form 8-K (File No. 1-33708) filed with the Securities and Exchange Commission on February 15, 2013, and the Multi-year Credit Agreement was previously filed as Exhibit 10.1 to PMI’s Current Report on Form 8-K (File No. 1-33708) filed with the Securities and Exchange Commission on February 11, 2020.