On November 17, 2022, Philip Morris International Inc. (“PMI”) issued US$1,000,000,000 aggregate principal amount of its 5.125% Notes due 2024 (the “2024 Notes”), US$750,000,000 aggregate principal amount of its 5.000% Notes due 2025 (the “2025 Notes”), US$1,500,000,000 aggregate principal amount of its 5.125% Notes due 2027 (the “2027 Notes”), US$1,250,000,000 aggregate principal amount of its 5.625% Notes due 2029 (the “2029 Notes”) and US$1,500,000,000 aggregate principal amount of its 5.750% Notes due 2032 (the “2032 Notes” and, together with the 2024 Notes, the 2025 Notes, the 2027 Notes and 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 November 15, 2022 PMI entered into a Terms Agreement (the “Terms Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., BBVA Securities Inc., Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., Santander Investment Securities Inc., Standard Chartered Bank, and Wells Fargo Securities, LLC, 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 11, 2020 and a Prospectus Supplement (the “Prospectus Supplement”) dated November 15, 2022 (Registration No. 333-236366) 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 prepay a portion of borrowings under its 364-day bridge credit agreement dated as of May 11, 2022 ( as amended or modified from time to time prior to the date hereof) among PMI, the lenders from time to time party thereto and Citibank Europe PLC, UK Branch as facility agent; to repay outstanding commercial paper and refinance its outstanding 2.625% Notes due 2023, its outstanding 1.125% Notes due 2023, or its outstanding 2.125% Notes due 2023; 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 2024 Notes is payable from November 17, 2022 semiannually in arrears on May 15 and November 15, commencing May 15, 2023, to holders of record on the preceding May 1 and November 1, as the case may be. Interest on the 2025 Notes is payable from November 17, 2022 semiannually in arrears on May 17 and November 17, commencing May 17, 2023, to holders of record on the preceding May 1 and November 1, as the case may be. Interest on the 2027 Notes is payable from November 17, 2022 semiannually in arrears on May 17 and November 17, commencing May 17, 2023, to holders of record on the preceding May 1 and November 1, as the case may be. Interest on the 2029 Notes is payable from November 17, 2022 semiannually in arrears on May 17 and November 17, commencing May 17, 2023, to holders of record on the preceding May 1 and November 1, as the case may be. Interest on the 2032 Notes is payable from November 17, 2022 semiannually in arrears on May 17 and November 17, commencing May 17, 2023, to holders of record on the preceding May 1 and November 1, as the case may be.
The 2024 Notes will mature on November 15, 2024, the 2025 Notes will mature on November 17, 2025, the 2027 Notes will mature November 17, 2027, the 2029 Notes will mature November 17, 2029 and the 2032 Notes will mature on November 17, 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, 4.2, 4.3, 4.4, and 4.5, respectively.
