Philip Morris International Inc filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01. Other Events.
On April 30, 2025, Philip Morris International Inc. (“PMI”) issued $400,000,000 aggregate principal amount of its Floating Rate Notes due 2028 (the “Floating Rate Notes”), $750,000,000 aggregate principal amount of its 4.125% Notes due 2028 (the “2028 Notes”), $750,000,000 aggregate principal amount of its 4.375% Notes due 2030 (the “2030 Notes”) and $600,000,000 aggregate principal amount of its 4.875% Notes due 2035 (the “2035 Notes” and, together with the Floating Rate Notes, the 2028 Notes and the 2030 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 April 28, 2025, PMI entered into a Terms Agreement (the “Terms Agreement”) with Barclays Capital Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Santander US Capital Markets LLC and Standard Chartered Bank, 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 April 28, 2025 (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 3.375% Notes due 2025 or to meet its working capital requirements. Nothing contained in this Current Report on Form 8-K constitutes a notice of redemption of the U.S. dollar denominated 3.375% Notes due 2025.
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 2028 Notes, the 2030 Notes and the 2035 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 Floating Rate Notes is payable from April 30, 2025 quarterly in arrears on January 28, April 28, July 28 and October 28 of each year, commencing July 28, 2025, equal to Compounded SOFR (as defined below) plus 0.83% to holders of record on the preceding January 13, April 13, July 13 or October 13, as the case may be.
“Compounded SOFR” will be determined by the calculation agent in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point):
where:
“SOFR IndexStart” means for periods other than the initial interest period, the SOFR Index value on the preceding Interest Payment Determination Date, and, for the initial interest period, the SOFR Index value on April 28, 2025;
“SOFR IndexEnd” means the SOFR Index value on the Interest Payment Determination Date relating to the applicable Floating Rate Interest Payment Date (or in the final interest period, relating to the maturity date); and
“dc” is the number of calendar days in the relevant Observation Period.
Interest on the 2028 Notes is payable from April 30, 2025 semiannually in arrears on April 28 and October 28 of each year, commencing October 28, 2025, to holders of record on the preceding April 13 or October 13, as the case may be. Interest on the 2030 Notes is payable from April 30, 2025 semiannually in arrears on April 30 and October 30 of each year, commencing October 30, 2025, to holders of record on the preceding April 15 or October 15, as the case may be. Interest on the 2035 Notes is payable from April 30, 2025 semiannually in arrears on April 30 and October 30 of each year, commencing October 30, 2025, to holders of record on the preceding April 15 or October 15, as the case may be.
The Floating Rate Notes will mature on April 28, 2028, the 2028 Notes will mature on April 28, 2028, the 2030 Notes will mature on April 30, 2030 and the 2035 Notes will mature on April 30, 2035.
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. |
| 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 April 28, 2025, among PMI and Barclays Capital Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Santander US Capital Markets LLC and Standard Chartered Bank, as representatives of the several underwriters named therein |
| 4.1 | Form of Floating Rate Notes due 2028 |
| 4.2 | Form of 4.125% Notes due 2028 |
| 4.3 | Form of 4.375% Notes due 2030 |
| 4.4 | Form of 4.875% Notes due 2035 |
| 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) |
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: April 30, 2025