On November 17, 2022, Philip Morris International Inc. (“PMI”)
issued US$1,000,000,000 aggregate principal amount of its 5.125%
Notes due 2024 (the “2024 Notes”), US$750,000,000 aggregate
principal amount of its 5.000% Notes due 2025 (the “2025 Notes”),
US$1,500,000,000 aggregate principal amount of its 5.125% Notes due
2027 (the “2027 Notes”), US$1,250,000,000 aggregate principal
amount of its 5.625% Notes due 2029 (the “2029 Notes”) and
US$1,500,000,000 aggregate principal amount of its 5.750% Notes due
2032 (the “2032 Notes” and, together with the 2024 Notes, the 2025
Notes, the 2027 Notes and the 2029 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 15,
2022 PMI entered into a Terms Agreement (the “Terms Agreement”)
with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global
Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA
LLC, SMBC Nikko Securities America, Inc., BBVA Securities Inc.,
Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc.,
Santander Investment Securities Inc., Standard Chartered Bank, 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 11, 2020 and a Prospectus Supplement
(the “Prospectus Supplement”) dated November 15, 2022
(Registration No. 333-236366) 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 prepay
a portion of borrowings under its 364-day bridge credit agreement dated
as of May 11, 2022 ( as amended or modified from time to
time prior to the date hereof) among PMI, the lenders from time to
time party thereto and Citibank Europe PLC, UK Branch as facility
agent; to repay outstanding commercial paper and refinance its
outstanding 2.625% Notes due 2023, its outstanding 1.125% Notes due
2023, or its outstanding 2.125% Notes due 2023; 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 2024 Notes is payable from November 17, 2022
semiannually in arrears on May 15 and November 15,
commencing May 15, 2023, to holders of record on the preceding
May 1 and November 1, as the case may be. Interest on the
2025 Notes is payable from November 17, 2022 semiannually in
arrears on May 17 and November 17, commencing
May 17, 2023, to holders of record on the preceding May 1
and November 1, as the case may be. Interest on the 2027 Notes
is payable from November 17, 2022 semiannually in arrears on
May 17 and November 17, commencing May 17, 2023, to
holders of record on the preceding May 1 and November 1,
as the case may be. Interest on the 2029 Notes is payable from
November 17, 2022 semiannually in arrears on May 17 and
November 17, commencing May 17, 2023, to holders of
record on the preceding May 1 and November 1, as the case
may be. Interest on the 2032 Notes is payable from
November 17, 2022 semiannually in arrears on May 17 and
November 17, commencing May 17, 2023, to holders of
record on the preceding May 1 and November 1, as the case
may be.
The 2024 Notes will mature on November 15, 2024, the 2025
Notes will mature on November 17, 2025, the 2027 Notes will
mature November 17, 2027, the 2029 Notes will mature
November 17, 2029 and the 2032 Notes will mature on
November 17, 2032.
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, 4.4, and 4.5,
respectively.