EXHIBIT 99.2
PFIZER INC.
Summary of the Revolving Credit Facility
This Summary outlines certain terms of the Revolving Credit Facility 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
refinancing and replacing Pfizer Inc.'s 364 Day Credit Agreement, dated as of
March 10, 2008, with the lenders party thereto and Citi, as administrative agent
(the "Existing 364-day Facility") with a new unsecured revolving credit facility
(the "Revolving Credit Facility") of up to $4.0 billion having the terms set
forth below. The following is intended to summarize certain basic terms of the
Revolving Credit Facility. It is not intended to be a definitive list of all of
the terms of, and conditions to, the Revolving Credit Facility. Such terms and
conditions are subject to change.
Borrowers: Pfizer Inc. (the "Company"), and one or more
subsidiaries designated by the Company (the "Borrowing
Subsidiaries" and, together with the Company, the
"Borrowers")
Guarantors: Each Borrower's existing and subsequently acquired or
organized material (to be defined) domestic
subsidiaries, and in the case of any Borrowing
Subsidiary, the Company (collectively, the
"Guarantors") will guarantee (the "Guarantees") the
obligations under the Revolving Credit Facility.
Purpose/Use of Proceeds: The proceeds of the Revolving Credit Facility will be
used for general corporate purposes, including,
without limitation, to backstop the Company's
commercial paper program and will replace the Existing
364-day Facility.
Joint Lead Arrangers
and Joint Bookrunners: J.P. Morgan Securities Inc. ("JPM"), 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 with JPM, BAS, BCL and CGMI in their
capacities as joint lead arrangers and joint
bookrunners, the "Joint Lead Arrangers").
Joint Syndication Agents: JPM, BAS, BCL and GSCP.
Administrative Agent: Citi (in such capacity, the "Administrative Agent").
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
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 Borrowers (each, a "Lender" and,
collectively, the "Lenders").
Amount of Revolving
Credit Facility: Up to $4.0 billion 364-day unsecured revolving
credit facility (the "Revolving Credit Facility").
Effective Date: The date on or before March 9, 2009 on which all
of the conditions precedent set forth under the
heading "Conditions Precedent to Effective Date" have
been satisfied (the "Effective Date").
Availability: Subject to satisfaction of all of the conditions
set forth under the heading "Conditions Precedent to
the Effective Date" and the heading "Conditions
Precedent to Extensions of Credit", amounts available
under the Revolving Credit Facility may be borrowed,
repaid and reborrowed on and after the Effective Date
until the Maturity Date (as defined below).
Maturity: The Revolving Credit Facility will mature, and any
outstanding commitments will terminate, 364 days after
the Effective Date (the "Maturity Date").
Interest Rate and Fees: All amounts outstanding under the Revolving Credit
Facility will bear interest, at the Borrowers' 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 Revolving Credit 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 and based upon the Company's
Credit Ratings (as defined in Annex A) as in effect
from time to time.
The Borrowers 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: The Revolving Credit 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
Borrowers pay any related breakage costs.
Mandatory Prepayment and
Commitment Reductions: None.
Security: The Revolving Credit Facility and each Guarantee
will be unsecured.
Representations and
Warranties: The Loan Documents (as defined below) for the
Revolving Credit Facility will contain such customary
and appropriate representations and warranties by the
Borrowers (with respect to the Borrowers and their
respective subsidiaries) as are usual and customary
for financings of this kind, giving due regard to
current market conditions, applicable credit ratings
and the terms of the Bridge Term Facility (the "Bridge
Term Facility") contemplated to be provided to the
Company by the Joint Lead Arrangers, with appropriate
materiality qualifiers (unless any duplicative
materiality qualifiers are set forth below),
including, without limitation:
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 Revolving Credit Facility
will contain affirmative and negative covenants
applicable to the Borrowers and their respective
subsidiaries as are usual and customary for financings
of this kind, giving due regard to then current market
conditions, applicable credit ratings and the terms of
the Bridge Term Facility, including, without
limitation:
- 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 Revolving Credit Facility
will include such events of default (and, as
appropriate, grace periods) as are usual and customary
for financings of this kind, giving due regard to then
current market conditions applicable credit ratings
and the terms of the Bridge Term Facility, including,
without limitation, 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
to the Effective Date: The following conditions precedent: a) absence of
any material adverse change since December 31, 2007,
(b) concurrent termination of the Existing 364-day
facility, (c) customary definitive loan documents for
the Revolving Credit Facility (the "Loan Documents"),
(d) delivery of customary financial statements
(including pro formas), (e) payment of all costs, fees
and expenses, and (f) compliance with customary
closing conditions, including delivery of closing
documents and opinions, absence of defaults, absence
of injunctions and material litigation and the
accuracy of representations and warranties.
Conditions Precedent to
Extensions of Credit: All borrowings under the Revolving Credit Facility
will be subject to requirements relating to prior
written notice of borrowing, the accuracy of certain
representations and warranties (other than in respect
of the absence of a material adverse change or
material litigation), the absence of any default or
potential event of default and will otherwise be
customary and appropriate for financings of this type.
Assignments and
Participations: The Lenders may assign all or, in an amount of not
less than $10,000,000, any part of, their respective
shares of the Revolving Credit 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 Borrowers, 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 for the Revolving
Credit Facility; 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
Revolving Credit Facility.
Requisite Lenders: Lenders holding more than 50% of total commitments or
exposure under the Revolving Credit 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 Revolving Credit 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 Revolving Credit 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 Revolving Credit Facility will provide that the
Borrowers, 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
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 Company'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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Company'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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Effective 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
Effective 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
Effective Date 3.50% 2.50% 3.75% 2.75% 4.00% 3.00% 4.25% 3.25% 4.50% 3.50%
until 9-month
anniversary thereof
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9-month
anniversary of
Effective 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
Effective Date 4.50% 3.50% 4.75% 3.75% 5.00% 4.00% 5.25% 4.25% 5.50% 4.50%
until 15-month
anniversary thereof
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15-month
anniversary of
Effective Date 5.00% 4.00% 5.25% 4.25% 5.50% 4.50% 5.75% 4.75% 6.00% 5.00%
until 18-month
anniversary thereof
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For purposes of determining the Applicable Margin, the applicable Company'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
Company's Credit Rating is more than one Level higher than the other Company's
Credit Rating, the Applicable Margin shall be the Level below the Level
corresponding to such higher Company's Credit Rating. Following repayment in
full of the Bridge Term Facility, the Applicable Margin for the Revolving Credit
Facility will be the percentage per annum set forth above for the Effective Date
under the applicable type of loan opposite the Company's Credit Rating in effect
at the time.
"Company's Credit Ratings" means (a) the senior unsecured debt credit rating and
commercial paper credit rating of the Company from Moody's and (b) the long term
issuer credit rating and the short term issuer credit rating of the Company from
S&P.
Fees
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In addition, the Borrowers shall pay a fee (the "Unused Commitment Fee")
quarterly in arrears, for the ratable benefit of each Lender from the Effective
Date to the Maturity Date on the aggregate amount of undrawn commitments as set
forth below.
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Level I Level II Level III Level IV Level V
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Company'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 Company'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
Company's Credit Rating is more than one Level higher than the other Company's
Credit Rating, the Unused Commitment Fee shall be the Level below the Level
corresponding to such higher Company's Credit Rating.