Form 8-K

0001193125-12-362967.txt : 20120821 0001193125-12-362967.hdr.sgml : 20120821 20120821112616 ACCESSION NUMBER: 0001193125-12-362967 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20120814 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120821 DATE AS OF CHANGE: 20120821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Philip Morris International Inc. CENTRAL INDEX KEY: 0001413329 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 133435103 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33708 FILM NUMBER: 121047035 BUSINESS ADDRESS: STREET 1: 120 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (917) 663-2000 MAIL ADDRESS: STREET 1: 120 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 d399556d8k.htm FORM 8-K Form 8-K

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): August 14, 2012

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))

Item 8.01. Other Events.

On August 21, 2012, Philip Morris International Inc. (“PMI”) issued US$750,000,000 aggregate principal amount of its 1.125% Notes due 2017 (the “2017 Notes”), US$750,000,000 aggregate principal amount of its 2.500% Notes due 2022 (the “2022 Notes”) and US$750,000,000 aggregate principal amount of its 3.875% Notes due 2042 (the “2042 Notes” and, together with the 2017 Notes and the 2022 Notes, the “Notes”). The Notes were issued pursuant to an Indenture (the “Indenture”) dated as of April 25, 2008, by and between PMI and HSBC Bank USA, National Association, as trustee (the “Trustee”).

In connection with the issuance of the Notes, on August 14, 2012, PMI entered into a Terms Agreement (the “Terms Agreement”) with Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as underwriters (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 28, 2011 and a Prospectus Supplement (the “Prospectus Supplement”) dated August 14, 2012 (Registration No. 333-172490) in connection with the public offering of the Notes.

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 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 2017 Notes and the 2042 Notes is payable semiannually on February 21 and August 21 of each year, commencing February 21, 2013, to holders of record on the preceding February 1 or August 1, as the case may be. Interest on the 2022 Notes is payable semiannually on February 22 and August 22 of each year, commencing February 22, 2013, to holders of record on the preceding February 1 or August 1, as the case may be. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

The 2017 Notes will mature on August 21, 2017, the 2022 Notes will mature on August 22, 2022, and the 2042 Notes will mature on August 21, 2042.

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 attached to this report as Exhibits 1.1, 1.2, 4.1, 4.2 and 4.3 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 affiliates of the underwriters are lenders under PMI’s Revolving Credit Facility pursuant to an Amended and Restated Credit Agreement dated May 11, 2011 (the “2015 Facility”) and PMI’s Revolving Credit Facility pursuant to a Credit Agreement dated October 25, 2011 (the “2016 Facility”). Credit Suisse AG, Cayman Islands Branch, an affiliate of Credit Suisse Securities (USA) LLC, Deutsche Bank AG London and Deutsche Bank AG New York Branch, affiliates of Deutsche Bank Securities Inc., HSBC Bank plc, an affiliate of the Trustee, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC and The Royal Bank of Scotland plc, an affiliate of RBS Securities Inc., are lenders under the 2015 Facility and the 2016 Facility. In addition, certain of the Underwriters and their respective affiliates act as dealers in connection with PMI’s commercial paper programs.

- 2 -

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

1.1		Underwriting Agreement, dated 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 August 14, 2012, among PMI and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as Underwriters

4.1		Form of 1.125% Notes due 2017

4.2		Form of 2.500% Notes due 2022

4.3		Form of 3.875% Notes due 2042

5.1		Opinion of Hunton & Williams LLP

- 3 -

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: August 21, 2012

- 4 -

EXHIBIT INDEX


Exhibit Number		Description

1.1		Underwriting Agreement, dated 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 August 14, 2012, among PMI and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as Underwriters

4.1		Form of 1.125% Notes due 2017

4.2		Form of 2.500% Notes due 2022

4.3		Form of 3.875% Notes due 2042

5.1		Opinion of Hunton & Williams LLP

- 5 -

EX-1.2 2 d399556dex12.htm TERMS AGREEMENT, DATED AUGUST 14, 2012 Terms Agreement, dated August 14, 2012

Exhibit 1.2

PHILIP MORRIS INTERNATIONAL INC.

(the “Company”)

Debt Securities

TERMS AGREEMENT

August 14, 2012

PHILIP MORRIS INTERNATIONAL INC.

120 Park Avenue

New York, New York 10017

Attention:

Marco Kuepfer
Vice President Finance and Treasurer

Dear Ladies and Gentlemen:

We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement relating to Debt Securities and Warrants to Purchase Debt Securities dated as of April 25, 2008 in connection with Philip Morris International Inc.’s registration statement on Form S-3 (No. 333-172490) and which is incorporated herein by reference (the “Underwriting Agreement”), the following securities on the following terms:

Debt Securities

Title:

1.125% Notes due 2017 (the “2017 Notes”), 2.500% Notes due 2022 (the “2022 Notes”) and 3.875% Notes due 2042 (the “2042 Notes” and, together with the 2017 Notes and the 2022 Notes, the “Notes”).

Principal Amount:

In the case of the 2017 Notes, $750,000,000.

In the case of the 2022 Notes, $750,000,000.

In the case of the 2042 Notes, $750,000,000.

Interest Rate:

In the case of the 2017 Notes, 1.125% per annum, from August 21, 2012, payable semiannually in arrears on February 21 and August 21, commencing February 21, 2013 to holders of record on the preceding February 1 or August 1, as the case may be.

In the case of the 2022 Notes, 2.500% per annum, from August 21, 2012, payable semiannually in arrears on February 22 and August 22, commencing February 22, 2013 to holders of record on the preceding February 1 or August 1, as the case may be.

In the case of the 2042 Notes, 3.875% per annum, from August 21, 2012, payable semiannually in arrears on February 21 and August 21, commencing February 21, 2013 to holders of record on the preceding February 1 or August 1, as the case may be.

Maturity:

In the case of the 2017 Notes, August 21, 2017.

In the case of the 2022 Notes, August 22, 2022.

In the case of the 2042 Notes, August 21, 2042.

Currency of Denomination:

United States Dollars ($).

Currency of Payment:

United States Dollars ($).

Form and Denomination:

Book-entry form only represented by one or more global securities deposited with The Depository Trust Company, or DTC, Clearstream Banking, société anonyme, or Clearstream, or Euroclear Bank S.A./N.V., or Euroclear, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Conversion Provisions:

None.

Optional Tax Redemption:

The Company may redeem all, but not part, of the Notes of each series upon the occurrence of specified tax events described under the caption “Description of Notes – Redemption for Tax Reasons” in the prospectus supplement.

Option to Elect Repayment:

None.

Sinking Fund:

None.

Listing:

Application shall be made by the Company to list the Notes on the New York Stock Exchange.

Delayed Delivery Contracts:

None.

Payment of Additional Amounts:

In addition, the Company shall pay Additional Amounts to holders as and to the extent set forth under the caption “Description of Notes—Payment of Additional Amounts” in the prospectus supplement.

Purchase Price:

In the case of the 2017 Notes, 98.575% of the principal amount of the 2017 Notes.

In the case of the 2022 Notes, 98.422% of the principal amount of the 2022 Notes.

In the case of the 2042 Notes, 96.713% of the principal amount of the 2042 Notes.

Expected Reoffering Price:

In the case of the 2017 Notes, 98.925% of the principal amount of the 2017 Notes.

In the case of the 2022 Notes, 98.872% of the principal amount of the 2022 Notes.

In the case of the 2042 Notes, 97.588% of the principal amount of the 2042 Notes.

Names and Addresses of the Several Underwriters:

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue, 4^th Floor

New York, New York 10179

Attn: LCD-BID

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attn: Debt Capital Markets Syndicate

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Attn: High Grade Syndicate Desk

RBS Securities Inc.

600 Washington Blvd.

Stamford, Connecticut 06901

Attn: Debt Capital Markets Syndicate

The respective principal amounts of the Debt Securities to be severally purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto.

Except as set forth below, the provisions of the Underwriting Agreement are incorporated herein by reference and the following provisions are hereby added thereto and made a part thereof:

1. For purposes of the Underwriting Agreement, the “Applicable Time” is 4:00 P.M. (New York City time) on the date of this Terms Agreement.

2. For purposes of Section 6 of the Underwriting Agreement, the only information furnished to the Company by the Underwriters for use in the prospectus supplement consists of the following information: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” in the prospectus supplement and the information contained in the fifth, sixth, ninth and eleventh paragraphs under the caption “Underwriting” in the prospectus supplement. In addition, subsection (a) of Section 6 of the Underwriting Agreement is hereby amended by replacing “Pricing Prospectus” with “Pricing Prospectus or the Prospectus.”

3. The following selling restrictions apply to the offer and sale of the Notes:

(a) Each Underwriter hereby severally represents and agrees that it has not offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of the Notes or distribute the Prospectus, or any other offering material relating to the Notes, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company except as agreed to with the Company in advance of such offer, sale or delivery.

(b) Each Underwriter hereby severally represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter hereby severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Prospectus to the public in that Relevant Member State other than:

(1) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(2) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of

the relevant Dealer or Dealers nominated by the Company for any such offer; or

(3) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

(c) Each Underwriter hereby severally represents and agrees that (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act of 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

(d) Each Underwriter hereby severally represents and agrees that (1) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (A) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or (B) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (C) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (2) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

(e) Each Underwriter hereby severally represents and agrees that it will not offer or sell the Notes or make the Notes the subject of an invitation for subscription or purchase nor may it circulate or distribute the Prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Notes, whether directly or indirectly, to any person in Singapore other than (1) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”), (2) to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (3) pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

(f) Each Underwriter hereby severally represents and agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and any other applicable laws, regulations and ministerial guidelines of Japan.

The Closing will take place at 9:00 A.M., New York City time, on August 21, 2012, at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166.

The Notes will be made available for checking and packaging at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166 (unless another location shall be agreed to by the Company and the Underwriters) at least 24 hours prior to the Closing Date.

Please signify your acceptance by signing the enclosed response to us in the space provided and returning it to us.


Very truly yours,

CREDIT SUISSE SECURITIES (USA) LLC

By:		/S/ SHARON HARRISON
		Name: Sharon Harrison
		Title: Director

DEUTSCHE BANK SECURITIES INC.

By:		/S/ JARED BIRNBAUM
		Name: Jared Birnbaum
		Title: Managing Director

By:		/S/ JOHN C. MCCABE
		Name: John C. McCabe
		Title: Director

RBS SECURITIES INC.

By:		/S/ MOSHE TOMKIEWICZ
		Name: Moshe Tomkiewicz
		Title: Managing Director

J.P. MORGAN SECURITIES LLC

By:		/S/ MARIA SRAMEK
		Name: Maria Sramek
		Title: Executive Director


Accepted:

PHILIP MORRIS INTERNATIONAL INC.

By:		/S/ MARCO KUEPFER
		Name: Marco Kuepfer
		Title: Vice President Finance and Treasurer

SCHEDULE A

DEBT SECURITIES


Underwriter	Principal Amount of 1.125% Notes due 2017		Principal Amount of 2.500% Notes due 2022		Principal Amount of 3.875% Notes due 2042

Credit Suisse Securities (USA) LLC	$	187,500,000	$	187,500,000	$	187,500,000
Deutsche Bank Securities Inc.	$	187,500,000	$	187,500,000	$	187,500,000
J.P. Morgan Securities LLC	$	187,500,000	$	187,500,000	$	187,500,000
RBS Securities Inc.	$	187,500,000	$	187,500,000	$	187,500,000

Total	$	750,000,000	$	750,000,000	$	750,000,000

SCHEDULE B

(a)	Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package: None

(b)	Issuer Free Writing Prospectuses included in the Pricing Disclosure Package: Final Term Sheet, attached as Schedule C hereto

(c)	Additional Documents Incorporated by Reference: None

SCHEDULE C

Filed Pursuant to Rule 433

Registration No. 333-172490

FINAL TERM SHEET

Philip Morris International Inc.

Dated August 14, 2012

1.125% Notes due 2017

2.500% Notes due 2022

3.875% Notes due 2042

Issuer:

Philip Morris International Inc.

Offering Format:

SEC Registered

Security:

1.125% Notes due August 21, 2017 (the “2017 Notes”)
2.500% Notes due August 22, 2022 (the “2022 Notes”)
3.875% Notes due August 21, 2042 (the “2042 Notes”)

Aggregate Principal Amount:

2017 Notes: $750,000,000
2022 Notes: $750,000,000
2042 Notes: $750,000,000

Maturity Date:

2017 Notes: August 21, 2017
2022 Notes: August 22, 2022
2042 Notes: August 21, 2042

Coupon:

2017 Notes: 1.125%
2022 Notes: 2.500%
2042 Notes: 3.875%

Interest Payment Dates:

2017 Notes: Semi-annually on each August 21 and
February 21, commencing February 21, 2013
2022 Notes: Semi-annually on each August 22 and
February 22, commencing February 22, 2013
2042 Notes: Semi-annually on each August 21 and
February 21, commencing February 21, 2013

Price to Public:

2017 Notes: 98.925% of principal amount
2022 Notes: 98.872% of principal amount
2042 Notes: 97.588% of principal amount

Underwriting Discount:

2017 Notes: 0.350%
2022 Notes: 0.450%

2042 Notes: 0.875%

Net Proceeds:

2017 Notes: $739,312,500 (before expenses)
2022 Notes: $738,165,000 (before expenses)
2042 Notes: $725,347,500 (before expenses)

Benchmark Treasury:

2017 Notes: 0.500% due July 31, 2017
2022 Notes: 1.625% due August 15, 2022
2042 Notes: 3.000% due May 15, 2042

Benchmark Treasury Price/Yield:

2017 Notes: 98-25+ / 0.748%
2022 Notes: 99-01+ / 1.729%
2042 Notes: 103-23 / 2.814%

Spread to Benchmark Treasury:

2017 Notes: +60 basis points
2022 Notes: +90 basis points
2042 Notes: +120 basis points

Yield to Maturity:

2017 Notes: 1.348%
2022 Notes: 2.629%
2042 Notes: 4.014%

Settlement Date (T+5):

August 21, 2012

CUSIP/ISIN:

2017 Notes: 718172 AS8 / US718172AS80
2022 Notes: 718172 AT6 / US718172AT63
2042 Notes: 718172 AU3 / US718172AU37

Listing:

Application will be made to list the 2017 Notes, the 2022
Notes and the 2042 Notes on the New York Stock
Exchange

Joint Book-Running Managers:

Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
RBS Securities Inc.


Allocations:	2017 Notes		2022 Notes		2042 Notes
Credit Suisse Securities (USA) LLC	$	187,500,000	$	187,500,000	$	187,500,000
Deutsche Bank Securities Inc.	$	187,500,000	$	187,500,000	$	187,500,000
J.P. Morgan Securities LLC	$	187,500,000	$	187,500,000	$	187,500,000
RBS Securities Inc.	$	187,500,000	$	187,500,000	$	187,500,000

Total	$	750,000,000	$	750,000,000	$	750,000,000

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you

the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037, Deutsche Bank Securities Inc. toll free at 1-800-503-4611, J.P. Morgan Securities LLC collect at 1-212-834-4533 or RBS Securities Inc. toll free at 1-866-884-2071.

EX-4.1 3 d399556dex41.htm FORM OF 1.125% NOTES DUE 2017 Form of 1.125% Notes due 2017

Exhibit 4.1

REGISTERED

No.

PHILIP MORRIS INTERNATIONAL INC.

1.125% NOTES DUE 2017

PRINCIPAL AMOUNT

CUSIP NO. 718172 AS8

ISIN NO. US718172AS80

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $ on August 21, 2012, and to pay interest thereon from August 21, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on February 21 and August 21, in each year, commencing February 21, 2013, at the rate of 1.125% per annum until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so

punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the person entitled thereto. All payments of principal, premium, if any, and interest in respect of this Note will be made by the Company in immediately available funds.

Additional provisions of this Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, PHILIP MORRIS INTERNATIONAL INC. has caused this instrument to be duly executed.


Dated: August 21, 2012

PHILIP MORRIS INTERNATIONAL INC.

By:
Name:		Marco Kuepfer
Title:		Vice President Finance and Treasurer


Attest:

By:
Name:		Markus R. Mueller
Title:		Assistant General Counsel and Assistant Corporate Secretary

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein described in the within-mentioned Indenture.


HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Officer

(Reverse of Note)

PHILIP MORRIS INTERNATIONAL INC.

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is limited in aggregate principal amount to $750,000,000 (except as provided in the Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture dated as of April 25, 2008 between the Company and HSBC Bank USA, National Association, as Trustee (herein called the “Indenture”), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated therein as 1.125% Notes due 2017 (the “Notes”).

Section 1010 of the Indenture shall be applicable to the Notes, except that (i) the term “Holder,” when used in Section 1010 of the Indenture, shall mean the beneficial owner of a Note or any person holding on behalf or for account of the beneficial owner of a Note; (ii) the following language shall replace subsection (k) to Section 1010 of the Indenture “any tax, assessment or other governmental charge imposed pursuant to the provisions of Sections 1471 through 1474 of the Code” and (iii) the following language shall be included as subsection (l) to Section 1010 of the Indenture “any combination of items (a), (b), (c), (d), (e), (f), (g), (h), (i), (j) and (k).”

The Company may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice at a redemption price equal to the principal amount of such Notes plus any accrued interest and additional amounts to the date fixed for redemption if:

•

as a result of a change in or amendment to the tax laws, regulations or rulings of the United States or any political subdivision or taxing authority of or in the United States or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United States) that is announced or becomes effective on or after August 21, 2012, the Company has or will become obligated to pay additional amounts with respect to the Notes as described in Section 1010 of the Indenture, or

•

on or after August 21, 2012, any action is taken by a taxing authority of, or any decision is rendered by a court of competent jurisdiction in, the United States or

any political subdivision or taxing authority of or in the United States, including any of those actions specified in the bullet point above, whether or not such action is taken or decision is rendered with respect to the Company, or any change, amendment, application or interpretation is officially proposed, which, in any such case, in the written opinion of independent legal counsel of recognized standing, will result in a material probability that the Company will become obligated to pay additional amounts with respect to the Notes,

and the Company in its business judgment determines that such obligations cannot be avoided by the use of reasonable measures available to the Company.

If the Company exercises its option to redeem the Notes, the Company will deliver to the Trustee a certificate signed by an authorized officer stating that it is entitled to redeem the Notes and the written opinion of independent legal counsel if required.

The Indenture contains provisions for defeasance at any time of the entire principal of all the Securities of any series upon compliance by the Company with certain conditions set forth therein.

If an Event of Default (other than an Event of Default described in Section 501(4) or 501(5) of the Indenture) with respect to the Notes shall occur and be continuing, then either the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities of all series then Outstanding (or, if such default is not applicable to all series of the Securities, the Holders of at least 25% in principal amount of the then Outstanding Securities of all series to which it is applicable) (in each case voting as a single class) may declare the entire principal amount of the Securities of all series so affected due and payable in the manner and with effect provided in the Indenture. If an Event of Default specified in Section 501(4) or 501(5) occurs with respect to the Company, all of the unpaid principal amount and accrued interest then Outstanding shall ipso facto become and be immediately due and payable in the manner with the effect provided in the Indenture without any declaration or other act by the Trustee or any Holder.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series of Securities affected thereby (voting as a single class). The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of all series affected thereby at the time Outstanding (voting as a single class) to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences to the affected series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay

the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in the Borough of Manhattan, The City of New York, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like tenor and of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

Certain of the Company’s obligations under the Indenture with respect to Notes may be terminated if the Company irrevocably deposits with the Trustee money or Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes, as provided in the Indenture.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Certain terms used in this Note which are defined in the Indenture have the meanings set forth therein.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

Attorney to transfer the said Note on the books of Philip Morris International Inc. with full power of substitution in the premises.


Dated:

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

EX-4.2 4 d399556dex42.htm FORM OF 2.500% NOTES DUE 2022 Form of 2.500% Notes due 2022

Exhibit 4.2

REGISTERED

No.

PHILIP MORRIS INTERNATIONAL INC.

2.500% NOTES DUE 2022

PRINCIPAL AMOUNT

CUSIP NO. 718172 AT6

ISIN NO. US718172AT63

PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $ on August 21, 2012, and to pay interest thereon from August 21, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on February 22 and August 22, in each year, commencing February 22, 2013, at the rate of 2.500% per annum until the principal hereof is paid or made available for payment.

Additional provisions of this Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place.

IN WITNESS WHEREOF, PHILIP MORRIS INTERNATIONAL INC. has caused this instrument to be duly executed.


Dated: August 21, 2012

PHILIP MORRIS INTERNATIONAL INC.

By:
Name:				Marco Kuepfer
Title:				Vice President Finance and Treasurer

Attest:

By:
Name:				Markus R. Mueller
Title:				Assistant General Counsel and
				Assistant Corporate Secretary

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein described in the within-mentioned Indenture.

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Officer

(Reverse of Note)

PHILIP MORRIS INTERNATIONAL INC.

•

on or after August 21, 2012, any action is taken by a taxing authority of, or any decision is rendered by a court of competent jurisdiction in, the United States or

and the Company in its business judgment determines that such obligations cannot be avoided by the use of reasonable measures available to the Company.

The Indenture contains provisions for defeasance at any time of the entire principal of all the Securities of any series upon compliance by the Company with certain conditions set forth therein.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay

the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Certain terms used in this Note which are defined in the Indenture have the meanings set forth therein.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

Attorney to transfer the said Note on the books of Philip Morris International Inc. with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

EX-4.3 5 d399556dex43.htm FORM OF 3.875% NOTES DUE 2042 Form of 3.875% Notes due 2042

Exhibit 4.3

REGISTERED

No.

PHILIP MORRIS INTERNATIONAL INC.


		3.875% NOTES DUE 2042		PRINCIPAL AMOUNT
				$
				CUSIP NO. 718172 AU3
				ISIN NO. US718172AU37

PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $ on August 21, 2012, and to pay interest thereon from August 21, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on February 21 and August 21, in each year, commencing February 21, 2013, at the rate of 3.875% per annum until the principal hereof is paid or made available for payment.

Additional provisions of this Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place.

IN WITNESS WHEREOF, PHILIP MORRIS INTERNATIONAL INC. has caused this instrument to be duly executed.


Dated: August 21, 2012

PHILIP MORRIS INTERNATIONAL INC.

By:
Name:		Marco Kuepfer
Title:		Vice President Finance and Treasurer

Attest:

By:
Name:		Markus R. Mueller
Title:		Assistant General Counsel and Assistant Corporate Secretary

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein described in the within-mentioned Indenture.


HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Officer

(Reverse of Note)

PHILIP MORRIS INTERNATIONAL INC.

•

on or after August 21, 2012, any action is taken by a taxing authority of, or any decision is rendered by a court of competent jurisdiction in, the United States or

and the Company in its business judgment determines that such obligations cannot be avoided by the use of reasonable measures available to the Company.

The Indenture contains provisions for defeasance at any time of the entire principal of all the Securities of any series upon compliance by the Company with certain conditions set forth therein.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay

the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Certain terms used in this Note which are defined in the Indenture have the meanings set forth therein.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

Attorney to transfer the said Note on the books of Philip Morris International Inc. with full power of substitution in the premises.


Dated:

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

EX-5.1 6 d399556dex51.htm OPINION OF HUNTON & WILLIAMS LLP <![CDATA[Opinion of Hunton & Williams LLP]]>

Exhibit 5.1


		HUNTON & WILLIAMS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166-0005 TEL 212 • 309 • 1000 FAX 212 • 309 • 1100

		FILE NO: 41147.000408
August 21, 2012

Board of Directors

Philip Morris International Inc.

120 Park Avenue

New York, New York 10017

Re: Legality of Securities Issued under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Philip Morris International Inc., a Virginia corporation (the “Company”), in connection with (1) the registration by the Company of an indeterminate amount of its debt securities (the “Debt Securities”) and warrants to purchase Debt Securities, as set forth in the Registration Statement on Form S-3 (Registration No. 333-172490) (the “Registration Statement”) filed by the Company on February 28, 2011 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), and (2) the Company’s offering and sale of $750,000,000 aggregate principal amount of its 1.125% Notes due 2017, $750,000,000 aggregate principal amount of its 2.500% Notes due 2022 and $750,000,000 aggregate principal amount of its 3.875% Notes due 2042 (collectively, the “Notes”).

The Notes were offered and sold as described in the prospectus, dated February 28, 2011, contained in the Registration Statement, and the prospectus supplement thereto, dated August 14, 2012 (collectively, the “Prospectus”). The Notes have been issued pursuant to an indenture (the “Indenture”), dated as of April 25, 2008, among the Company and HSBC Bank USA, National Association, as trustee.

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

We have examined originals or reproductions or certified copies of such records of the Company, certificates of officers of the Company and of public officials and such other documents as we have deemed necessary for the purpose of rendering this opinion, including, among other things:

(i)

the Amended and Restated Articles of Incorporation of the Company, as amended through the date hereof;

ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES

McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON

www.hunton.com

LOGO

Board of Directors

Philip Morris International Inc.

August 21, 2012

Page 2

(ii)

the Amended and Restated By-laws of the Company, as amended through the date hereof;

(iii)

the resolutions of the Board of Directors of the Company authorizing the registration and the issuance and sale of the Notes;

(iv)

the Registration Statement, the Prospectus and the documents incorporated therein by reference;

(v)

a copy of the Underwriting Agreement;

(vi)

an executed copy of the Terms Agreement;

(vii)

an executed copy of the Indenture; and

(viii)

executed copies of the Notes.

For purposes of the opinions expressed below, we have assumed: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to the originals of all documents submitted to us as certified photostatic or electronic copies and the authenticity of the originals of such documents; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the due authorization, execution and delivery of documents by the Company and the validity, binding effect and enforceability thereof upon the Company).

We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia, the State of New York and the federal laws of the United States of America.

Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Virginia, with corporate power and authority to issue the Notes in accordance with and subject to their terms and the terms of the Indenture.

2. The Notes are valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

LOGO

Board of Directors

Philip Morris International Inc.

August 21, 2012

Page 3

The opinion set forth above is subject to the qualification that the validity and enforcement of the Company’s obligations under the Indenture and the Notes may be subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors’ rights generally, (ii) general principles of equity (whether considered in a proceeding at law or in equity) and (iii) concepts of materiality, unconscionability, reasonableness, impracticability or impossibility of performance and any implied covenant of good faith and fair dealing.

We hereby consent to (i) the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof, (ii) the incorporation by reference of this opinion into the Registration Statement and (iii) the reference to our firm under the caption “Legal Matters” in the Registration Statement and the Prospectus. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. This opinion is given as of the date hereof and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.

Very truly yours,

/s/ Hunton & Williams LLP

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