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 June 6, 2025, Philip Morris International Inc. (“PMI”) issued €500,000,000 aggregate principal amount of its 2.750% Notes due 2029 (the “2029 Notes”) and €500,000,000 aggregate principal amount of its 3.250% Notes due 2032 (the “2032 Notes” and, together with 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 June 3, 2025, PMI entered into a Terms Agreement (the “Terms Agreement”) with the 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 June 3, 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, 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 2029 Notes is payable annually in arrears on June 6 of each year, commencing June 6, 2026, to holders of record on the preceding May 22. Interest on the 2032 Notes is payable annually in arrears on June 6 of each year, commencing June 6, 2026, to holders of record on the preceding May 22.
The 2029 Notes will mature on June 6, 2029 and the 2032 Notes will mature on June 6, 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 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.
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 June 3, 2025, among PMI and the underwriters named therein |
| 4.1 | Form of 2.750% Notes due 2029 |
| 4.2 | Form of 3.250% Notes due 2032 |
| 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: June 6, 2025