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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/13/24 Philip Morris International Inc. 8-K:8,9 2/09/24 17:904K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 89K 2: EX-1.2 Underwriting Agreement or Conflict Minerals Report HTML 176K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 43K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 44K 5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 42K 6: EX-4.4 Instrument Defining the Rights of Security Holders HTML 42K 7: EX-5.1 Opinion of Counsel re: Legality HTML 46K 12: R1 Cover HTML 112K 14: XML IDEA XML File -- Filing Summary XML 13K 17: XML XBRL Instance -- tm245118d5_8k_htm XML 82K 13: EXCEL IDEA Workbook of Financial Report Info XLSX 10K 9: EX-101.DEF XBRL Definitions -- pm-20240209_def XML 98K 10: EX-101.LAB XBRL Labels -- pm-20240209_lab XML 170K 11: EX-101.PRE XBRL Presentations -- pm-20240209_pre XML 95K 8: EX-101.SCH XBRL Schema -- pm-20240209 XSD 30K 15: JSON XBRL Instance as JSON Data -- MetaLinks 35± 44K 16: ZIP XBRL Zipped Folder -- 0001104659-24-019869-xbrl Zip 107K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i February 9, 2024
i Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
| i Virginia | i 1-33708 | i 13-3435103 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i 06901-3707 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( i 203) i 905-2410
(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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ 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:
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).
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 February 13, 2024, Philip Morris International Inc. (“PMI”) issued $750,000,000 aggregate principal amount of its 4.750% Notes due 2027 (the “2027 Notes”), $1,000,000,000 aggregate principal amount of its 4.875% Notes due 2029 (the “2029 Notes”), $1,250,000,000 aggregate principal amount of its 5.125% Notes due 2031 (the “2031 Notes”) and $1,750,000,000 aggregate principal amount of its 5.250% Notes due 2034 (the “2034 Notes” and, together with the 2027 Notes, the 2029 Notes and the 2031 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 February 9, 2024, PMI entered into a Terms Agreement (the “Terms Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, BBVA Securities Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., Santander US Capital Markets LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank, UBS Securities LLC and Wells Fargo 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 10, 2023 and a Prospectus Supplement (the “Prospectus Supplement”) dated February 9, 2024 (Registration No. 333-269690) in connection with the public offering of the Notes.
PMI intends to add the net proceeds of the offering to its general funds, which may be used for general corporate purposes, to repay outstanding commercial paper, refinance its outstanding U.S. dollar denominated 2.875% Notes due 2024 or its outstanding euro denominated 2.875% Notes due 2024 or to meet its working capital requirements.
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 2027 Notes is payable from February 13, 2024 semiannually in arrears on February 12 and August 12 of each year, commencing August 12, 2024, to holders of record on the preceding January 28 or July 28, as the case may be. Interest on the 2029 Notes is payable from February 13, 2024 semiannually in arrears on February 13 and August 13 of each year, commencing August 13, 2024, to holders of record on the preceding January 29 or July 29, as the case may be. Interest on the 2031 Notes is payable from February 13, 2024 semiannually in arrears on February 13 and August 13 of each year, commencing August 13, 2024, to holders of record on the preceding January 29 or July 29, as the case may be. Interest on the 2034 Notes is payable from February 13, 2024 semiannually in arrears on February 13 and August 13 of each year, commencing August 13, 2024, to holders of record on the preceding January 29 or July 29, as the case may be.
The 2027 Notes will mature on February 12, 2027, the 2029 Notes will mature on February 13, 2029, the 2031 Notes will mature on February 13, 2031 and the 2034 Notes will mature on February 13, 2034.
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, 4.3 and 4.4, 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.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
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/ DARLENE QUASHIE HENRY | |
| Name: | Darlene Quashie Henry | |
| Title: | Vice President, Associate General Counsel and Corporate Secretary | |
DATE: February 13, 2024
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 2/13/34 | ||||
| 2/13/31 | ||||
| 2/13/29 | ||||
| 2/12/27 | ||||
| 8/13/24 | ||||
| 8/12/24 | ||||
| Filed on: | 2/13/24 | |||
| For Period end: | 2/9/24 | 4, 424B2, FWP, SC 13G/A | ||
| 2/10/23 | 10-K, 3, 4, S-3ASR | |||
| 4/25/08 | S-3ASR | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/08 Philip Morris International Inc. S-3ASR 4/25/08 9:999K Donnelley … Solutions/FA |