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): May 29, 2013

 

 

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))

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Item 8.01.  Other Events.

On June 3, 2013, Philip Morris International Inc. (“PMI”) issued €500,000,000 aggregate principal amount of its 3.125% Notes due 2033 (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 May 29, 2013, PMI entered into a Terms Agreement (the “Terms Agreement”) with Deutsche Bank AG, London Branch, Goldman Sachs International, Société Générale and The Royal Bank of Scotland plc, 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 May 29, 2013 (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 Notes is payable annually on June 3 of each year, commencing June 3, 2014, to holders of record on the preceding May 19.

The Notes will mature on June 3, 2033.

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 and 4.2, 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”), PMI’s Revolving Credit Facility pursuant to a Credit Agreement dated October 25, 2011 (the “2016 Facility”) and PMI’s Revolving Credit Facility pursuant to a Credit Agreement dated February 12, 2013 (the “2014 Facility” and collectively with the 2015 Facility and the 2016 Facility, the “Facilities”). Deutsche Bank AG, London Branch and Deutsche Bank AG New York Branch, an affiliate of Deutsche Bank AG, London Branch, Goldman Sachs Lending Partners LLC and Goldman Sachs Bank USA, affiliates of Goldman Sachs International, HSBC Bank plc, an affiliate of the Trustee, Société Générale and The Royal Bank of Scotland plc are lenders under the Facilities. In addition, certain of the Underwriters and their respective affiliates act as dealers in connection with PMI’s commercial paper programs.

 

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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 May 29, 2013, among PMI and Deutsche Bank AG, London Branch, Goldman Sachs International, Société Générale and The Royal Bank of Scotland plc, as Underwriters
4.1		Form of 3.125% Notes due 2033
4.2		Form of 3.125% International Global Notes due 2033
5.1		Opinion of Hunton & Williams LLP

 

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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.

 

DATE: June 3, 2013

 

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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 May 29, 2013, among PMI and Deutsche Bank AG, London Branch, Goldman Sachs International, Société Générale and The Royal Bank of Scotland plc, as Underwriters
4.1		Form of 3.125% Notes due 2033
4.2		Form of 3.125% International Global Notes due 2033
5.1		Opinion of Hunton & Williams LLP

 

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