Exhibit 1.2
PHILIP MORRIS INTERNATIONAL INC.
(the “Company”)
Debt Securities
TERMS AGREEMENT
August 14, 2017
PHILIP MORRIS INTERNATIONAL INC.
120 Park Avenue
New York, New York 10017
| Attention: | Frank de Rooij |
| Vice President Treasury and Corporate Finance |
Dear Ladies and Gentlemen:
On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, 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. 333-216046) and which is incorporated herein by reference (the “Underwriting Agreement”), the following securities on the following terms:
Debt Securities
Title:
2.375% Notes due 2022 (the “2022 Notes”) and the 3.125% Notes due 2027 (the “2027 Notes” and, together with the 2022 Notes, the “Notes”).
Principal Amount:
In the case of the 2022 Notes, $750,000,000.
In the case of the 2027 Notes, $500,000,000.
Interest Rate:
In the case of the 2022 Notes, 2.375% per annum, from August 17, 2017, payablesemi-annually in arrears on February 17 and August 17, commencing February 17, 2018, to holders of record on the preceding February 2 and August 2, as the case may be.
In the case of the 2027 Notes, 3.125% per annum, from August 17, 2017, payablesemi-annually in arrears on February 17 and August 17, commencing February 17, 2018, to holders of record on the preceding February 2 and August 2, as the case may be.
Maturity:
In the case of the 2022 Notes, August 17, 2022.
In the case of the 2027 Notes, August 17, 2027.
Currency of Denomination:
United States Dollars ($).
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, or their respective designated custodian, as the case may be, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Conversion Provisions:
None.
Optional Redemption:
Prior to the date that is one month prior to maturity, the Company may redeem the 2022 Notes, in whole or in part, at the Company’s election at a make-whole price, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement.
On or after the date that is one month prior to maturity, the Company may redeem the 2022 Notes, in whole or in part, at the Company’s election, at par, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement.
Prior to the date that is three months prior to maturity, the Company may redeem the 2027 Notes, in whole or in part, at the Company’s election at a make-whole price, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement.
On or after the date that is three months prior to maturity, the Company may redeem the 2027 Notes, in whole or in part, at the Company’s election, at par, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement.
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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 2022 Notes, 99.237% of the principal amount of the 2022 Notes.
In the case of the 2027 Notes, 99.133% of the principal amount of the 2027 Notes.
Expected Reoffering Price:
In the case of the 2022 Notes, 99.537% of the principal amount of the 2022 Notes.
In the case of the 2027 Notes, 99.583% of the principal amount of the 2027 Notes.
Names and Addresses of the Representatives of the Several Underwriters:
Goldman Sachs & Co. LLC
200 West St.
New York, New York 10282
Attention: Registration Department
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HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
United States
Attention: Transaction Management Group
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
United States
Attention: High Grade Syndicate Desk
Mizuho Securities USA LLC
320 Park Avenue – 12th Floor
New York, New York 10022
Attention: Debt Capital Markets
Fax: 212-205-7812
Société Générale
10 Bishops Square
London E1 6EG
United Kingdom
Attention: Syndicate Desk GLFI/SYN/CAP/BND
Fax: +44 20 7702 3492
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 3:35 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, seventh, ninth, eleventh and twelfth 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.”
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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), 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 for Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression “Prospectus Directive” means Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measure in the Relevant Member State.
(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 an invitation or inducement to engage in investment activity (within
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the meaning of Section 21 of the Financial Services and Markets Act 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.
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(g) Each Underwriter hereby severally represents and agrees that it has offered or sold and will offer or sell the Notes in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106Prospectus Exemptions or subsection 73.3(1) of theSecurities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103Registration Requirements, Exemptions and Ongoing Registrant Obligations; any resale of the Notes will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws; and pursuant to section 3A.3 of National Instrument 33-105Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with the offering of the Notes.
The Closing will take place at 9:00 a.m., New York City time, on August 17, 2017 (the “Closing Date”), at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166.
The Notes will be made available for checking 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.
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Please signify your acceptance by signing the enclosed response to us in the space provided and returning it to us.
| Very truly yours, | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Raffael Fiumara | |
| Name: | Raffael Fiumara | |
| Title: | Vice President | |
| HSBC SECURITIES (USA) INC. | ||
| By: | /s/ Diane Kenna | |
| Name: | Diane Kenna | |
| Title: | Managing Director | |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Maria Sramek | |
| Name: | Maria Sramek | |
| Title: | Executive Director | |
| MIZUHO SECURITIES USA LLC | ||
| By: | /s/ Moshe Tomkiewicz | |
| Name: | Moshe Tomkiewicz | |
| Title: | Managing Director | |
| SOCIÉTÉ GÉNÉRALE | ||
| By: | /s/ Jonathan Weinberger | |
| Name: | Jonathan Weinberger | |
| Title: | Managing Director | |
[Signature Page to Terms Agreement]
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Accepted:
| PHILIP MORRIS INTERNATIONAL INC. | ||
| By: | /s/ Frank de Rooij | |
| Name: | Frank de Rooij | |
| Title: | Vice President Treasury and Corporate Finance | |
[Signature Page to Terms Agreement]
SCHEDULE A
DEBT SECURITIES
Underwriters | 2022 Notes | 2027 Notes | ||||||
Goldman Sachs & Co. LLC | $ | 138,000,000 | $ | 92,000,000 | ||||
HSBC Securities (USA) Inc. | 138,000,000 | 92,000,000 | ||||||
J.P. Morgan Securities LLC | 138,000,000 | 92,000,000 | ||||||
Mizuho Securities USA LLC | 138,000,000 | 92,000,000 | ||||||
Société Générale | 138,000,000 | 92,000,000 | ||||||
BBVA Securities Inc. | 30,000,000 | 20,000,000 | ||||||
UBS Securities LLC | 30,000,000 | 20,000,000 | ||||||
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Total | $ | 750,000,000 | $ | 500,000,000 | ||||
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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. 333-216046
FINAL TERM SHEET
Philip Morris International Inc.
Dated August 14, 2017
2.375% Notes due 2022
3.125% Notes due 2027
| Issuer: | Philip Morris International Inc. | |
| Offering Format: | SEC Registered | |
| Security: | 2.375% Notes due August 17, 2022 (the “2022 Notes”) 3.125% Notes due August 17, 2027 (the “2027 Notes”) | |
| Aggregate Principal Amount: | 2022 Notes: $750,000,000 2027 Notes: $500,000,000 | |
| Maturity Date: | 2022 Notes: August 17, 2022 2027 Notes: August 17, 2027 | |
| Coupon: | 2022 Notes: 2.375% 2027 Notes: 3.125% | |
| Interest Payment Dates: | 2022 Notes: Semi-annually on each February 17 and August 17, commencing February 17, 2018 2027 Notes: Semi-annually on each February 17 and August 17, commencing February 17, 2018 | |
| Price to Public: | 2022 Notes: 99.537% of principal amount 2027 Notes: 99.583% of principal amount | |
| Underwriting Discount: | 2022 Notes: 0.30% of principal amount 2027 Notes: 0.45% of principal amount | |
| Net Proceeds: | 2022 Notes: $744,277,500 (before expenses) 2027 Notes: $495,665,000 (before expenses) | |
| Benchmark Treasury: | 2022 Notes: 1.875% due July 31, 2022 2027 Notes: 2.250% due August 15, 2027 | |
| Benchmark Treasury Price/Yield: | 2022 Notes: 100-15 1⁄4 / 1.774% 2027 Notes: 100-07+ / 2.224% | |
| Spread to Benchmark Treasury: | 2022 Notes: +70 basis points 2027 Notes: +95 basis points | |
| Yield to Maturity: | 2022 Notes: 2.474% 2027 Notes: 3.174% | |
| Optional Redemption: | 2022 Notes: Prior to July 17, 2022: Make-whole redemption at Treasury plus 12.5 bps On or after July 17, 2022: Redemption at par 2027 Notes: Prior to May 17, 2027: Make-whole redemption at Treasury plus 15 bps On or after May 17, 2027: Redemption at par | |
| Settlement Date (T+3): | August 17, 2017 | |
| CUSIP/ISIN: | 2022 Notes: CUSIP Number: 718172 CA5 ISIN Number: US718172CA54 2027 Notes: CUSIP Number: 718172 CB3 ISIN Number: US718172CB38 | |
| Listing: | Application will be made to list the Notes on the New York Stock Exchange | |
| Joint Book-Running Managers: | Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC Société Générale | |
| Joint Co-Managers: | BBVA Securities Inc. UBS Securities LLC | |
Allocations: | 2022 Notes | 2027 Notes | ||||||
Goldman Sachs & Co. LLC | $ | 138,000,000 | $ | 92,000,000 | ||||
HSBC Securities (USA) Inc. | 138,000,000 | 92,000,000 | ||||||
J.P. Morgan Securities LLC | 138,000,000 | 92,000,000 | ||||||
Mizuho Securities USA LLC | 138,000,000 | 92,000,000 | ||||||
Société Générale | 138,000,000 | 92,000,000 | ||||||
BBVA Securities Inc. | 30,000,000 | 20,000,000 | ||||||
UBS Securities LLC | 30,000,000 | 20,000,000 | ||||||
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Total | $ | 750,000,000 | $ | 500,000,000 | ||||
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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 website 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 Goldman Sachs & Co. LLC toll free at 1-866-471-2526, HSBC Securities (USA) Inc. toll free at 1-866-811-8049, J.P. Morgan Securities LLC toll free at 1-212-834-4533, Mizuho Securities USA LLC toll free at 1-866-271-7403 and Société Générale toll free at 1-855-881-2108.