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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2020

 

Philip Morris International Inc.

(Exact name of registrant as specified in its charter)

 

Virginia

 

1-33708

 

13-3435103

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

120 Park Avenue, New York, New York

10017-5592

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (917) 663-2000

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, no par value

 

PM

 

New York Stock Exchange

2.000% Notes due 2020

 

PM20B

 

New York Stock Exchange

Floating Notes due 2020

 

PM20C

 

New York Stock Exchange

1.750% Notes due 2020

 

PM20A

 

New York Stock Exchange

4.500% Notes due 2020

 

PM20

 

New York Stock Exchange

1.875% Notes due 2021

 

PM21B

 

New York Stock Exchange

1.875% Notes due 2021

 

PM21C

 

New York Stock Exchange

4.125% Notes due 2021

 

PM21

 

New York Stock Exchange

2.900% Notes due 2021

 

PM21A

 

New York Stock Exchange

2.625% Notes due 2022

 

PM22A

 

New York Stock Exchange

2.375% Notes due 2022

 

PM22B

 

New York Stock Exchange

2.500% Notes due 2022

 

PM22

 

New York Stock Exchange

2.500% Notes due 2022

 

PM22C

 

New York Stock Exchange

2.625% Notes due 2023

 

PM23

 

New York Stock Exchange

2.125% Notes due 2023

 

PM23B

 

New York Stock Exchange

3.600% Notes due 2023

 

PM23A

 

New York Stock Exchange

2.875% Notes due 2024

 

PM24

 

New York Stock Exchange

2.875% Notes due 2024

 

PM24C

 

New York Stock Exchange

0.625% Notes due 2024

 

PM24B

 

New York Stock Exchange

3.250% Notes due 2024

 

PM24A

 

New York Stock Exchange

2.750% Notes due 2025

 

PM25

 

New York Stock Exchange

3.375% Notes due 2025

 

PM25A

 

New York Stock Exchange

2.750% Notes due 2026

 

PM26A

 

New York Stock Exchange

2.875% Notes due 2026

 

PM26

 

New York Stock Exchange

0.125% Notes due 2026

 

PM26B

 

New York Stock Exchange

3.125% Notes due 2027

 

PM27

 

New York Stock Exchange

3.125% Notes due 2028

 

PM28

 

New York Stock Exchange

2.875% Notes due 2029

 

PM29

 

New York Stock Exchange

3.375% Notes due 2029

 

PM29A

 

New York Stock Exchange

0.800% Notes due 2031

 

PM31

 

New York Stock Exchange

3.125% Notes due 2033

 

PM33

 

New York Stock Exchange

2.000% Notes due 2036

 

PM36

 

New York Stock Exchange

1.875% Notes due 2037

 

PM37A

 

New York Stock Exchange

6.375% Notes due 2038

 

PM38

 

New York Stock Exchange

1.450% Notes due 2039

 

PM39

 

New York Stock Exchange

4.375% Notes due 2041

 

PM41

 

New York Stock Exchange

4.500% Notes due 2042

 

PM42

 

New York Stock Exchange

3.875% Notes due 2042

 

PM42A

 

New York Stock Exchange

4.125% Notes due 2043

 

PM43

 

New York Stock Exchange

4.875% Notes due 2043

 

PM43A

 

New York Stock Exchange

4.250% Notes due 2044

 

PM44

 

New York Stock Exchange

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).

Emerging growth company

 

 
         

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 1.01. Entry into a Material Definitive Agreement.

On February 10, 2020, Philip Morris International Inc. (“PMI”) entered into a credit agreement (the “Credit Agreement”) relating to a senior unsecured revolving credit facility (the “Facility”) with the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent. The Facility provides for borrowings up to an aggregate principal amount of US$2.0 billion (or the equivalent in Euro) and expires on February 10, 2025, unless extended as further described in the Credit Agreement.

Interest rates on borrowings under the Facility will be based on prevailing interest rates for U.S. Dollars or Euro, as applicable, and as further described in the Credit Agreement. The Facility will be used for general corporate purposes.

The Credit Agreement contains certain events of default customary for credit facilities of this type (with customary grace periods, as applicable), including nonpayment of principal or interest when due; material incorrectness of representations and warranties when made; breach of covenants; bankruptcy and insolvency; unsatisfied ERISA obligations; unstayed material judgment beyond specified periods; acceleration or payment default of other material indebtedness; and invalidation of PMI’s guaranty of subsidiary borrowings.

If any events of default occur and are not cured within applicable grace periods or waived, any outstanding loans may be accelerated and the lenders’ commitments may be terminated. The occurrence of a bankruptcy and insolvency event of default will result in the automatic termination of commitments and acceleration of outstanding loans under the Credit Agreement.

Certain of the lenders 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 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 and their affiliates. In addition, certain of the lenders and their respective affiliates act as dealers in connection with PMI’s commercial paper programs.

The Facility replaces PMI’s existing US$2.5 billion (or the equivalent in Euro) revolving credit facility with the lenders named therein and J.P. Morgan Europe Limited, as facility agent, and JPMorgan Chase Bank, N.A., as swingline agent, which was to expire on February 28, 2021 (the “Terminated Facility”). The Terminated Facility was terminated effective February 10, 2020.

At February 10, 2020, PMI had no borrowings outstanding under the Terminated Facility.

The description above is a summary and is qualified in its entirety by the Credit Agreement, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth above under Item 1.01 regarding the credit agreement governing the Terminated Facility is hereby incorporated by reference into this Item 1.02.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

   

Description

         
 

10.1

   

Credit Agreement, dated as of February 10, 2020, among PMI, the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent

         
 

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/ Jerry Whitson

Name:

 

Jerry Whitson

Title:

 

Deputy General Counsel and Corporate Secretary

DATE: February 11, 2020