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): January 24, 2024
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.) |
677 Washington Blvd, Suite 1100 Stamford, Connecticut |
06901 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 905-2410
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange |
||
Common Stock, no par value | PM | New York Stock Exchange | ||
2.875% Notes due 2024 | PM24 | New York Stock Exchange | ||
2.875% Notes due 2024 | PM24C | New York Stock Exchange | ||
0.625% Notes due 2024 | PM24B | New York Stock Exchange | ||
3.250% Notes due 2024 | PM24A | New York Stock Exchange | ||
2.750% Notes due 2025 | PM25 | New York Stock Exchange | ||
3.375% Notes due 2025 | PM25A | New York Stock Exchange | ||
2.750% Notes due 2026 | PM26A | New York Stock Exchange | ||
2.875% Notes due 2026 | PM26 | New York Stock Exchange | ||
0.125% Notes due 2026 | PM26B | New York Stock Exchange | ||
3.125% Notes due 2027 | PM27 | New York Stock Exchange | ||
3.125% Notes due 2028 | PM28 | New York Stock Exchange | ||
2.875% Notes due 2029 | PM29 | New York Stock Exchange | ||
3.375% Notes due 2029 | PM29A | New York Stock Exchange | ||
0.800% Notes due 2031 | PM31 | New York Stock Exchange | ||
3.125% Notes due 2033 | PM33 | New York Stock Exchange | ||
2.000% Notes due 2036 | PM36 | New York Stock Exchange | ||
1.875% Notes due 2037 | PM37A | New York Stock Exchange | ||
6.375% Notes due 2038 | PM38 | New York Stock Exchange | ||
1.450% Notes due 2039 | PM39 | New York Stock Exchange | ||
4.375% Notes due 2041 | PM41 | New York Stock Exchange | ||
4.500% Notes due 2042 | PM42 | New York Stock Exchange | ||
3.875% Notes due 2042 | PM42A | New York Stock Exchange | ||
4.125% Notes due 2043 | PM43 | New York Stock Exchange | ||
4.875% Notes due 2043 | PM43A | New York Stock Exchange | ||
4.250% Notes due 2044 | PM44 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. | Entry into a Material Definitive Agreement. |
On January 24, 2024, Philip Morris International Inc. (“PMI”) entered into an agreement, effective as of January 30, 2024 (the “Extension Agreement”), to extend the term of its existing 364-day revolving credit facility, dated as of February 12, 2013 (as amended or modified from time to time, the “Credit Agreement”), with the lenders named therein, and Citibank Europe plc, UK Branch (legal successor to Citibank International Limited), as administrative agent. The Extension Agreement extends the expiration date of the Credit Agreement from January 30, 2024 to January 28, 2025 in the amount of $1.7 billion, pursuant to Section 2.19 of the Credit Agreement.
Except as set forth in the Extension Agreement, all the other terms and conditions of the Credit Agreement remain in full force and effect.
Some of the lenders under the Credit Agreement 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 lenders under the Credit Agreement are underwriters of certain of PMI’s note issuances. PMI and some of its subsidiaries may enter into foreign exchange and other derivative arrangements with certain of the lenders under the Credit Agreement and their affiliates. In addition, certain of the lenders under the Credit Agreement, and their respective affiliates, act as dealers in connection with PMI’s commercial paper programs.
The description above is a summary and is qualified in its entirety by the Extension Agreement, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The Credit Agreement was previously filed as Exhibit 10.1 to PMI’s Current Report on Form 8-K (File No. 1-33708) filed on February 15, 2013.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by Item 2.03 and included under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
10.1 | Extension Agreement, dated as of January 24, 2024 among PMI, the lenders named therein, and Citibank Europe plc, UK Branch (legal successor to Citibank International Limited), as administrative agent. |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101) |
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.
PHILIP MORRIS INTERNATIONAL INC. | ||
By: | /s/ DARLENE QUASHIE HENRY | |
Name: | Darlene Quashie Henry | |
Title: | Vice President, Associate General Counsel & Corporate Secretary |
Date: January 24, 2024
Exhibit 10.1
Execution Version
EXTENSION AGREEMENT
This Extension of the Credit Agreement (this “Agreement”), dated as of 24 January 2024, among PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (“PMI”), the financial institutions and other institutional lenders from time to time parties to the Credit Agreement referred to below that have agreed to extend their commitments (the “Extending Lenders”), DBS BANK, LTD., as a new lender (the “New Lender” and, together with the Extending Lenders, the “Lenders”), and CITIBANK EUROPE PLC, UK BRANCH (legal successor to Citibank International Limited), as Administrative Agent.
WHEREAS, PMI, the Extending Lenders and the Administrative Agent are parties to that certain Credit Agreement relating to the Revolving Credit Facility, dated as of 12 February 2013 (as amended or modified from time to time, the “Credit Agreement”);
WHEREAS, PMI, the Extending Lenders and the Administrative Agent desire to extend the term of the Credit Agreement; and
WHEREAS, the New Lender, which is not an existing lender, has agreed to become a lender under the Credit Agreement, as extended hereby, and provide a Commitment as set forth in Schedule 4 (Commitments) attached hereto on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Agreement shall have the respective meanings given them in the Credit Agreement.
2. Extension. Each of the undersigned Extending Lenders hereby agrees to extend, effective 30 January 2024, its Commitment as set forth in Schedule 4 (Commitments) attached hereto and extend the Maturity Date under the Credit Agreement, for a 364-day period to 28 January 2025 pursuant to Section 2.19 of the Credit Agreement.
3. Joinder to Credit Agreement.
(a) The New Lender hereby agrees to become a party to the Credit Agreement as extended hereby and provide a Commitment as set forth in Schedule 4 (Commitments) attached hereto on the terms and conditions set forth herein.
(b) The New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, and (B) (x) the source of any funds it is using to make any Advance is not and will not be plan assets as defined under the regulations of the Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Code or (y) the assignment or Advance is not and will not be a non-exempt prohibited transaction as defined in Section 406 of ERISA; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.1(e) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.
(c) Pursuant to the terms hereof, the New Lender shall (i) be a party to the Credit Agreement, (ii) be a Lender for all purposes of the Credit Agreement, (iii) perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender under the Credit Agreement; and (iv) have the rights and obligations of a Lender under the Credit Agreement.
(d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 9.2 of the Credit Agreement are as set forth in the New Lender’s administrative questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by the New Lender in a notice to the Administrative Agent.
4. Concerning Commitments.
(a) Schedule 4 (Commitments) is hereby deleted in its entirety and is replaced with Schedule 4 (Commitments) attached hereto.
(b) Each Person whose name appears on Schedule 4 (Commitments) attached hereto acknowledges and agrees that, on and as of the effective date of this Agreement, such Person shall be a Lender under the Credit Agreement as extended hereby and shall have a Commitment as set forth next to the name of such Person on Schedule 4 (Commitments) attached hereto. Each party hereto acknowledges and agrees that, on and as of the effective date of this Agreement, Schedule 4 (Commitments) attached hereto sets forth all the Commitments of all the Lenders.
5. Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and other related documents are and shall remain in full force and effect and are hereby ratified and confirmed.
6. Effective Date. This Agreement shall become effective on 30 January 2024.
7. Condition Precedent. On or prior to the date hereof, the Administrative Agent shall have received this Agreement, duly executed and delivered by PMI and the Lenders.
8. Representations and Warranties. PMI represents and warrants to the Administrative Agent and to each of the Lenders that the statements in subsections (a), (b), (c), (d) and (f) (but only clause (i) thereof) of Section 4.1 of the Credit Agreement are true and correct on and as of the date hereof.
9. Headings. Section headings included herein are for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.
10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of PMI, the Administrative Agent and each Lender, and each of their respective successors and assigns.
11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
12. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement in .PDF format or by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
PHILIP MORRIS INTERNATIONAL INC. | |||
By: | /s/ FRANK DE ROOIJ | ||
Name: | Frank de Rooij | ||
Title: | Vice President | ||
Treasury and Corporate Finance |
Signature page - Extension Agreement
CITIBANK EUROPE PLC, UK BRANCH, as Administrative Agent | |||
By: | /s/ HENRIK SLOTSAA | ||
Name: | Henrik Slotsaa | ||
Title: | Vice President |
Signature page - Extension Agreement
CITIBANK, N.A., as Extending Lender | |||
By: | /s/ CARYN BELL | ||
Name: | Caryn Bell | ||
Title: | Managing Director |
Signature page - Extension Agreement
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Extending Lender | |||
By: | /s/ CARA YOUNGER | ||
Name: | Cara Younger | ||
Title: | Managing Director |
By: | /s/ ARMEN SEMIZIAN | ||
Name: | Armen Semizian | ||
Title: | Managing Director |
Signature page - Extension Agreement
BANCO SANTANDER, S.A., NEW YORK BRANCH, as Extending Lender | |||
By: | /s/ ANDRES BARBOSA | ||
Name: | Andres Barbosa | ||
Title: | Managing Director |
By: | /s/ RITA WALZ-CUCCIOLI | ||
Name: | Rita Walz-Cuccioli | ||
Title: | Executive Director |
Signature page - Extension Agreement
BANK OF AMERICA, N.A., as Extending Lender | |||
By: | /s/ ALBERT WHEELER | ||
Name: | Albert Wheeler | ||
Title: | Vice President |
Signature page - Extension Agreement
BANK OF CHINA (EUROPE) S.A., as Extending Lender | |||
By: | /s/ ZHAO YI | ||
Name: | ZHAO Yi | ||
Title: | Assistant General Manager |
Signature page - Extension Agreement
BARCLAYS BANK PLC, as Extending Lender | |||
By: | /s/ MARK POPE | ||
Name: | Mark Pope | ||
Title: | Vice President |
Signature page - Extension Agreement
DBS BANK, LTD., as New Lender | |||
By: | /s/ KATE KHOO | ||
Name: | Kate Khoo | ||
Title: | Vice President |
Signature page - Extension Agreement
DEUTSCHE BANK AG NEW YORK BRANCH, as Extending Lender | |||
By: | /s/ MING K. CHU | ||
Name: | Ming K. Chu | ||
Title: | Director | ||
By: | /s/ ANNIE CHUNG | ||
Name: | Annie Chung | ||
Title: | Managing Director | ||
Signature page - Extension Agreement
GOLDMAN SACHS BANK USA, as Extending Lender | |||
By: | /s/ EDWINA STEWART | ||
Name: | Edwina Stewart | ||
Title: | Authorized Signatory | ||
Signature page - Extension Agreement
HSBC BANK PLC, as Extending Lender | |||
By: | /s/ ROD STOYLE | ||
Name: | Rod Stoyle | ||
Title: | Vice President | ||
Signature page - Extension Agreement
MIZUHO BANK, LTD., as Extending Lender | |||
By: | /s/ TRACY RAHN | ||
Name: | Tracy Rahn | ||
Title: | Executive Director | ||
Signature page - Extension Agreement
STANDARD CHARTERED BANK, as Extending Lender | |||
By: | /s/ SIMON DERRICK | ||
Name: | Simon Derrick | ||
Title: | Managing Director | ||
Signature page - Extension Agreement
SUMITOMO MITSUI BANKING CORPORATION, as Extending Lender | |||
By: | /s/ DANIJEL RADULOVIC | ||
Name: | Danijel Radulovic | ||
Title: | Director | ||
By: | /s/ MARCO FRENSEL | ||
Name: | Marco Frensel | ||
Title: | Executive Director | ||
Signature page - Extension Agreement
UBS SWITZERLAND AG, as Extending Lender | |||
By: | /s/ CHANTAL SCHMIDLI | ||
Name: | Chantal Schmidli | ||
Title: | Associate Director | ||
By: | /s/ YVES DUCREY | ||
Name: | Yves Ducrey | ||
Title: | Executive Director | ||
Signature page - Extension Agreement
WELLS FARGO BANK, N.A., LONDON BRANCH, as Extending Lender | |||
By: | /s/ JONATHAN CHILDS | ||
Name: | Jonathan Childs | ||
Title: | Director |
Signature page - Extension Agreement