EXHIBIT 99.1
PFIZER INC.
Summary of the Bridge Term Facility
This Summary outlines certain terms of the Bridge Term Facility (as defined
below) arranged by J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Banc
of America Securities LLC, Bank of America, N.A., Barclays Bank PLC, Citigroup
Global Markets Inc. and Goldman Sachs Credit Partners L.P., in connection with
the financing of a portion of the consideration for the acquisition (the
"Acquisition") by Pfizer Inc. of Wyeth (the "Target", and together with its
subsidiaries, the "Acquired Business") pursuant to an Agreement and Plan of
Merger, dated as of January 25, 2009 (the "Merger Agreement"), among Pfizer
Inc., Wagner Acquisition Corp. and the Target. The Bridge Term Facility will be
refinanced from proceeds from the issuance or incurrence by Pfizer Inc. or any
Guarantor (as defined below) of loans, debt facilities (including any repurchase
facility), debt or equity securities, common or preferred equity contributions
or other equity interests (each, a "Permanent Financing") (other than any equity
interests constituting consideration for the Acquisition ("Equity Consideration
Issuances"), the issuance of equity pursuant to employee stock plans and other
similar arrangements to be agreed ("Employee Issuances"), the issuance of shares
upon the exercise of the Acquired Business' $2 Convertible Preferred Stock, par
value $2.50 per share, outstanding immediately prior to the Effective Time (as
defined in the Merger Agreement) (together with Equity Consideration Issuances,
Employee Issuances, "Designated Equity Issuances"), Designated Financings (as
defined below), Permissible Debt (as defined below), commercial paper or
refinancings thereof issued by Pfizer Inc. in the ordinary course of business
for working capital purposes ("Permitted CP") and any revolving credit facility
of up to $4,000,000,000 (the "Revolving Credit Facility") entered into to
replace Pfizer Inc.'s existing 364 Day Credit Agreement, dated as of March 10,
2008, with the lenders party thereto and Citi, as administrative agent). The
Acquisition, any Permanent Financing, the execution and delivery of the Bridge
Term Facility and the other transactions contemplated hereby and thereby are
referred to herein collectively as the "Transactions". The following is intended
to summarize certain basic terms of the Bridge Term Facility. It is not intended
to be a definitive list of all of the terms of, and conditions to, the Bridge
Term Facility. Such terms and conditions are subject to change.
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Borrower: Pfizer Inc. (the "Borrower").
Guarantors: Each of the Borrower's existing and subsequently
acquired or organized material (to be defined)
domestic subsidiaries (after giving effect to the
Acquisition) (collectively, the "Guarantors") will
guarantee (the "Guarantees") the obligations under the
Bridge Term Facility.
Purpose/Use of Proceeds: $22.5 billion of the proceeds of the Bridge Term
Facility will be used to fund, in part, the
Acquisition (including paying Transaction expenses in
connection with the Acquisition).
Joint Lead Arrangers
and Joint Bookrunners: J.P. Morgan Securities Inc., Banc of America
Securities LLC ("BAS"), Barclays Capital, the
investment banking division of Barclays Bank PLC
("BCL"), Citigroup Global Markets Inc. ("CGMI") and
Goldman Sachs Credit Partners L.P. ("GSCP"), and,
collectively in their capacities as joint lead
arrangers and joint bookrunners, the "Joint Lead
Arrangers").
Joint Syndication Agents: BAS, BCL, CGMI and GSCP.
Arrangers: Institutions to be determined.
Administrative Agent: JPMorgan Chase Bank, N.A. (in such capacity, the
"Administrative Agent").
Lenders: JPMorgan Chase Bank, N.A., Bank of America, N.A.,
Barclays Bank PLC, Citi, GSCP, and/or other financial
institutions selected by the Joint Lead Arrangers in
consultation with the Borrower (each, a "Lender" and,
collectively, the "Lenders"). For purposes of this
term sheet, "Citi" means CGMI, Citibank, N.A.,
Citicorp USA, Inc., Citicorp North America, Inc.
and/or any affiliate as may be appropriate to
consummate the transactions contemplated hereby.
Amount of Bridge
Term Facility: $22.5 billion unsecured term loan (the "Bridge Term
Facility") subject to reductions as set forth under
the heading "Mandatory Prepayments and Commitment
Reductions".
Effective Dates: The date on or before the Bridge Commitment
Termination Date (as defined below) on which all of
the applicable conditions precedent set forth under
the heading "Conditions Precedent" have been satisfied
(the "Effective Date").
Availability: Amounts available under the Bridge Term Facility may
be borrowed in a single draw on or after the Effective
Date until the earlier of the close of banking
business on the termination date under the Merger
Agreement (subject to applicable extensions) and
December 31, 2009 (the "Bridge Commitment Termination
Date"); provided that all of the applicable conditions
precedent set forth under the heading "Conditions
Precedent" have been satisfied.
Funding Date: The date on or before the Bridge Commitment
Termination Date on which borrowings under the Bridge
Term Facility are made and all of the applicable
conditions precedent set forth under the heading
"Conditions Precedent" have been satisfied (the
"Funding Date").
Maturity: The Bridge Term Facility will mature, and any
outstanding commitments will terminate, 364 days after
the Funding Date (the "Bridge Maturity Date"). Subject
to conditions to be agreed, including prior payment of
the Extension Fee (as defined in Annex A), and the
absence of any default or event of default under the
Bridge Term Facility, the Borrower may elect to extend
(a) the Bridge Maturity Date of the Bridge Term
Facility for up to 20% of the initial principal amount
of loans thereunder to the date that is three months
after the Bridge Maturity Date (the "Extended Maturity
Date") and (b) the Extended Maturity Date for up to
10% of the initial principal amount of loans under the
Bridge Term Facility to the date that is three months
after the Extended Maturity Date (the "Final Extended
Maturity Date").
Amortization: No amortization will be required with respect to the
Bridge Term Facility.
Interest Rate and Fees: All amounts outstanding under the Bridge Term Facility
will bear interest, at the Borrower's option,
initially as follows:
(i) at the Base Rate plus the Applicable
Margin; or
(ii) at the reserve adjusted Eurodollar
Rate plus the Applicable Margin; and
As used herein, the term "Base Rate" and "reserve
adjusted Eurodollar Rate" will have meanings customary
and appropriate for financings of this type; provided
that Base Rate shall be defined as the highest of (i)
the Administrative Agent's prime rate; (ii) the
Federal Funds rate plus 0.50% per annum; and (iii) the
one month Eurodollar Rate plus 1.00% per annum, and
the basis for calculating accrued interest and the
interest periods for loans bearing interest at the
reserve adjusted Eurodollar Rate will be customary and
appropriate for financings of this type.
During the continuation of an event of default
interest on the loans and on all other amounts
outstanding under the Bridge Term Facility will accrue
at a rate equal to the rate on loans bearing interest
at the rate determined by reference to the Base Rate
plus an additional 2.00% per annum and will be payable
on demand.
The Applicable Margin shall equal the percentage
designated on Annex A hereto and based upon the
Borrower's Credit Ratings (as defined in Annex A) as
in effect from time to time.
The Borrower shall also pay the fees described on
Annex A.
Interest Payments: Quarterly for loans bearing interest with reference to
the Base Rate; except as set forth below, on the last
day of selected interest periods (which will be one,
two or three months) for loans bearing interest with
reference to the reserve adjusted Eurodollar Rate; and
upon prepayment, in each case payable in arrears and
computed on the basis of a 360-day year (365/366 day
year with respect to loans bearing interest with
reference to the Base Rate).
Funding Protection: Customary for credit facilities of this type,
including breakage costs, gross-up for withholding,
compensation for increased costs and compliance with
capital adequacy and other regulatory restrictions.
Voluntary Prepayments and
Commitment Reductions: Prior to the Funding Date, commitments under the
Bridge Term Facility may be reduced in whole or in
part at the election of the Borrower. Following the
Funding Date, the Bridge Term Facility may be prepaid
in whole or in part without premium or penalty;
provided that loans bearing interest with reference to
the reserve adjusted Eurodollar Rate will be
prepayable only on the last day of the related
interest period unless the Borrower pays any related
breakage costs.
Mandatory Prepayments and
Commitment Reductions: The following mandatory prepayments (or, prior to the
Funding Date, commitment reductions) will be required
under the Bridge Term Facility (subject to certain
basket amounts to be negotiated in the applicable
definitive Loan Documents (as defined below)):
1. Asset Sales: Prepayments or reductions in
commitments, as applicable, in an amount equal to
100% of the net cash proceeds of the sale or
other disposition of any property or assets of
the Borrower or its subsidiaries (including the
receipt of insurance and/or condemnation proceeds
to the extent not used or committed to be used
for the restoration or repair of assets giving
rise to the receipt of such proceeds within 180
days thereof), subject to certain limited
exceptions to be determined (including sales or
other dispositions of inventory in the ordinary
course of business or in connection with
sale-leasebacks and asset securitizations that
are Designated Financings (as defined below)),
and other than asset sales by foreign
subsidiaries to the extent gross proceeds
therefrom do not, in the aggregate for all such
sales, exceed $500,000,000.
2. Equity Offerings: Prepayments or reductions in
commitments, as applicable, in an amount equal to
100% of the net cash proceeds received from the
issuance of equity interests of the Borrower or
its subsidiaries (other than Designated Equity
Issuances), including from any Permanent
Financing.
3. Incurrence of Indebtedness: Prepayments or
reductions in commitments, as applicable, in an
amount equal to 100% of the net cash proceeds
received from the incurrence of indebtedness by
the Borrower or its subsidiaries, including from
any Permanent Financing (other than from any
Designated Financings, borrowings under the
Revolving Credit Facility or revolving credit
facilities in existence on the date hereof,
Permitted CP or Permissible Debt), payable no
later than the first business day following the
date of receipt.
"Designated Financings" means the following
indebtedness of Pfizer Inc. or its subsidiaries: (a)
sale-leasebacks in an aggregate amount (when taken
together with all such sale-leasebacks) not to exceed
$100,000,000, (b) asset securitizations in an
aggregate amount (when taken together with all such
asset securitizations) not to exceed $100,000,000, (c)
refinancings of existing debt facilities of Pfizer
Inc. in an aggregate amount not to exceed
$700,000,000, and (d) other financings designated by
Pfizer Inc. with the consent of the Joint Lead
Arrangers.
Security: The Bridge Term Facility and each Guarantee will be
unsecured.
Representations and
Warranties: The Loan Documents for the Bridge Term Facility will
contain the following representations and warranties
by the Borrower (with respect to the Borrower and its
subsidiaries) set forth below, and with appropriate
materiality qualifiers (unless any duplicative
materiality qualifiers are set forth below); provided,
however, that only certain previously agreed upon
representations and warranties will be conditions to
the Effective Date and the Funding Date:
1. Due organization; requisite power and authority;
2. Due authorization, execution, delivery and
enforceability of the Loan Documents;
3. No conflicts;
4. Governmental consents;
5. No material adverse change;
6. Absence of material litigation and investigations
(subject to a material adverse effect
qualification);
7. No defaults under material agreements (subject to
a material adverse effect qualification);
8. Investment Company Act and margin stock matters;
9. Solvency;
10. Compliance with laws (subject to a material
adverse effect qualification);
11. Full disclosure; and
12. Patriot Act and other related matters.
Covenants: The Loan Documents for the Bridge Term Facility will
contain the following affirmative and negative
covenants applicable to the Borrower and its
subsidiaries giving due regard to current market
conditions and applicable credit ratings;
- financial covenant: Maximum total debt to EBITDA ratio based on adjusted
EBITDA to be agreed and with levels to be determined.
- affirmative covenants: the following affirmative covenants:
1. Delivery of financial statements and other
reports (including the identification of
information as suitable for distribution to
public lenders or non-public lenders);
2. Maintenance of existence;
3. Payment of taxes and claims;
4. Maintenance of properties;
5. Maintenance of insurance;
6. Maintenance of books and records;
7. Permit inspections;
8. Compliance with laws;
9. Maintenance of corporate level ratings; and
10. Use of proceeds;
including, in each case, exceptions and baskets to be
mutually agreed upon.
- negative covenants: the following negative covenants:
1. Limitations with respect to non-Guarantor
indebtedness; provided that up to $4.0 billion of
non-Guarantor indebtedness ("Permitted Subsidiary
Debt") and an additional $2.0 billion of
non-Guarantor indebtedness incurred by foreign
non-Guarantor subsidiaries will be permitted
(together with the Permitted Subsidiary Debt, the
"Permissible Debt");
2. Limitations with respect to liens;
3. Limitations on dividends and share repurchases;
4. Restrictions on subsidiary distributions and
negative pledges;
5. Restrictions on investments, mergers and
acquisitions; and
6. Restrictions on transactions with affiliates;
including, in each case, exceptions and baskets to be
mutually agreed upon.
Events of Default: The Loan Documents for the Bridge Term Facility will
include the following events of default (and, as
appropriate, grace periods) giving due regard to then
current market conditions and applicable credit
ratings: failure to make payments when due, defaults
under other agreements or instruments of indebtedness,
noncompliance with covenants, breaches of
representations and warranties, bankruptcy, judgments
in excess of specified amounts, ERISA, invalidity of
guarantees and "change of control" (to be defined in
the Loan Documents).
Conditions Precedent: The following conditions precedent: (a) absence of a
Parent Material Adverse Effect or a Company Material
Adverse Effect (each as defined in the Merger
Agreement as in effect on the date thereof and subject
to the exceptions set forth therein), (b) customary
definitive loan documents for the Bridge Term Facility
(the "Loan Documents"), (c) the concurrent
consummation of the Merger pursuant to the Merger
Agreement, which shall not have been amended in a
manner materially adverse to the Lenders without the
prior consent of the Joint Lead Arrangers, (d) the
concurrent termination of the Target's credit
agreement, dated as of August 2, 2007, (e) delivery of
customary financial statements (including pro formas),
(f) payment of all costs, fees and expenses, (g) the
Borrower shall on the Funding Date, and taking into
account the Transactions, have (i) an unsecured
long-term obligations rating of at least "A2" (with
stable (or better) outlook) and a commercial paper
credit rating of at least "P-1" (which rating shall be
affirmed) from Moody's and (ii) a long-term issuer
credit rating of at least "A" (with stable (or better)
outlook) and a short-term issuer credit rating of at
least "A-1" (which rating shall be affirmed) from S&P
(for the avoidance of doubt, it being understood, that
an unsecured long-term obligations rating of higher
than "A2" and a long-term issuer credit rating of
higher than "A" shall satisfy the foregoing condition,
as applicable, irrespective of whether or not such
rating(s) are subject to "negative watch" or "negative
outlook"), and (h) compliance with customary closing
conditions, including delivery of closing documents
and opinions, absence of defaults, absence of
injunctions and the accuracy of certain specified
representations and warranties.
Assignments and
Participations: The Lenders may assign all or, in an amount of not
less than $10 million, any part of, their respective
shares of the Bridge Term Facility to (i) their
respective affiliates or (ii) one or more banks,
financial institutions or other entities that are
eligible assignees (to be described in the Loan
Documents) which, in the case of clause (ii), are
reasonably acceptable to the Administrative Agent,
each such acceptance not to be unreasonably withheld
or delayed, and (except during the existence of an
Event of Default) the Borrower, each such consent not
to be unreasonably withheld or delayed. Upon such
assignment, such affiliate, bank, financial
institution or entity will become a Lender for all
purposes under the Loan Documents; provided that
assignments made to affiliates and other Lenders will
not be subject to the above described consent or
minimum assignment amount requirements. A $3,500
processing fee will be required in connection with any
such assignment. The Lenders will also have the right
to sell participations, subject to customary
limitations on voting rights, in their respective
shares of the Bridge Term Facility.
Requisite Lenders: Lenders holding more than 50% of total commitments or
exposure under the Bridge Term Facility, except that
with respect to certain matters relating to the
interest rates, commitment amounts, maturity,
amortization and the definition of Requisite Lenders,
Requisite Lenders will be defined as each Lender
affected thereby.
Taxes: The Bridge Term Facility will provide that all
payments are to be made free and clear of any taxes
(other than franchise taxes and taxes on overall net
income), imposts, assessments, withholdings or other
deductions whatsoever. Lenders will furnish to the
Administrative Agent appropriate certificates or other
evidence of exemption from U.S. federal tax
withholding.
Indemnity: The Bridge Term Facility will provide customary and
appropriate provisions relating to indemnity and
related matters in a form reasonably satisfactory to
the Joint Lead Arrangers, the Administrative Agent and
the Lenders.
Governing Law and
Jurisdiction: The Bridge Term Facility will provide that the
Borrower, the Administrative Agent and the Lenders
will submit to the exclusive jurisdiction and venue of
the federal and state courts of the State of New York
and will waive any right to trial by jury. New York
law will govern the Loan Documents.
Counsel to Joint Lead
Arrangers and
Administrative Agent: Weil, Gotshal & Manges LLP.
Annex A
PFIZER INC.
Interest Rate and Fees
Applicable Margin
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"Applicable Margin" means, as of any date of determination during any period set
forth below, the percentage per annum set forth below under the applicable type
of loan opposite the Borrower's Credit Ratings (as defined below) in effect at
the time:
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Level I Level II Level III Level IV Level V
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Borrower's Credit AA+/Aa1 or higher AA/Aa2 AA-/Aa3 A+/A1 A/A2 or lower
Ratings
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Eurodollar Base Eurodollar Base Eurodollar Base Eurodollar Base Eurodollar Base
Rate Rate Rate Rate Rate Rate Rate Rate Rate Rate
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Funding Date until
3-month
anniversary thereof 2.50% 1.50% 2.75% 1.75% 3.00% 2.00% 3.25% 2.25% 3.50% 2.50%
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3-month
anniversary of
Funding Date until
6-month 3.00% 2.00% 3.25% 2.25% 3.50% 2.50% 3.75% 2.75% 4.00% 3.00%
anniversary thereof
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6-month
anniversary of
Funding Date until 3.50% 2.50% 3.75% 2.75% 4.00% 3.00% 4.25% 3.25% 4.50% 3.50%
9-month
anniversary thereof
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9-month
anniversary of
Funding Date until
12-month 4.00% 3.00% 4.25% 3.25% 4.50% 3.50% 4.75% 3.75% 5.00% 4.00%
anniversary thereof
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12-month
anniversary of
Funding Date until 4.50% 3.50% 4.75% 3.75% 5.00% 4.00% 5.25% 4.25% 5.50% 4.50%
15-month
anniversary thereof
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15-month
anniversary of
Funding Date until 5.00% 4.00% 5.25% 4.25% 5.50% 4.50% 5.75% 4.75% 6.00% 5.00%
18-month
anniversary thereof
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For purposes of determining the Applicable Margin, the applicable Borrower's
Credit Ratings from one of S&P and Moody's will be required to qualify for the
applicable level set forth above; provided that if the higher applicable
Borrower's Credit Rating is more than one Level higher than the other Borrower's
Credit Rating, the Applicable Margin shall be the Level below the Level
corresponding to such higher Borrower's Credit Rating.
"Borrower's Credit Ratings" means (a) the senior unsecured debt credit rating
and commercial paper credit rating of the Borrower from Moody's and (b) the long
term issuer credit rating and the short term issuer credit rating of the
Borrower from S&P.
Fees
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In addition, the Borrower shall pay a fee (the "Unused Commitment Fee")
quarterly in arrears, for the ratable benefit of each Lender from the date of
allocation of such Lender's commitments to the earlier of the Funding Date and
the Bridge Termination Date.
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Level I Level II Level III Level IV Level V
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Borrower's Credit AA+/Aa1 or AA/Aa2 AA-/Aa3 A+/A1 A/A2 or lower
Ratings higher
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Unused Commitment Fee 0.25% 0.30% 0.375% 0.50% 0.50%
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For purposes of determining the Unused Commitment Fee, the applicable Borrower's
Credit Ratings from one of S&P and Moody's will be required to qualify for the
applicable level set forth above; provided that if the higher applicable
Borrower's Credit Rating is more than one Level higher than the other Borrower's
Credit Rating, the Unused Commitment Fee shall be the Level below the Level
corresponding to such higher Borrower's Credit Rating.
In addition, the Borrower shall pay a fee (the "Duration Fee") for the ratable
benefit of each Lender, on the dates set forth below, equal to the percentage
(the "Applicable Duration Fee Rate") of the aggregate outstanding principal
amount of loans under the Bridge Term Facility on such date set forth below
opposite the applicable outstanding principal amount:
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180 Days 270 days after
90 Days after after the the Funding
Outstanding Principal Amount the Funding Date Funding Date Date
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Greater than or equal to $12.5 1.50% 2.00% 3.00%
billion
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Greater than or equal to $7.5
billion but less than $12.5 billion 1.00% 1.50% 2.00%
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Less than $7.5 billion 0.75% 1.25% 1.75%
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In addition, the Borrower shall pay an extension fee (the "Extension Fee") to
the Lenders on a pro rata basis (payable to the Administrative Agent on their
behalf) upon the election by the Borrower to extend (i) the Bridge Term Maturity
Date to the Extended Maturity Date, equal to 2.00% of the amount of loans on the
Maturity Date of which the Borrower elected to extend (up to a maximum of 20% of
the Original Facility Amount) and (ii) the Extended Maturity Date to the Final
Extended Maturity Date, equal to 2.00% of the amount of loans on the Extended
Maturity Date of which the Borrower elected to extend (up to a maximum of 10% of
the Original Facility Amount), in each case, to be shared ratably among the
Lenders holding loans on the Maturity Date of which is being extended.