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): August 30, 2016
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)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 30, 2016, Philip Morris International Inc. (“PMI”) entered into an agreement, effective October 1, 2016, to extend the term of its existing $3.5 billion revolving credit facility, dated as of October 1, 2015 (as amended or modified from time to time, the “Credit Agreement”), with each lender named therein, Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as facility agent, and Citibank, N.A., as swingline agent (the “Extension Agreement”). The Extension Agreement extends the expiration date of the Credit Agreement from October 1, 2020 to October 1, 2021 pursuant to Section 2.23 of the Credit Agreement. All other material 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 respective 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 of the Extension Agreement is a summary and is qualified in its entirety by reference to the full text of the Extension Agreement, which is filed as Exhibit 10.1 to this report and 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 with the Securities and Exchange Commission on October 5, 2015.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
- 2 -
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits . |
|
Exhibit Number |
Description |
|
| 10.1 | Extension Agreement, effective October 1, 2016, among PMI, each lender named therein, Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as facility agent, and Citibank, N.A., as swingline agent | |
- 3 -
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/ J ERRY W HITSON |
|
| Name: | Jerry Whitson | |
| Title: | Deputy General Counsel and | |
| Corporate Secretary | ||
DATE: August 31, 2016
- 4 -
EXHIBIT INDEX
|
Exhibit Number |
Description |
|
| 10.1 | Extension Agreement, effective October 1, 2016, among PMI, each lender named therein, Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as facility agent, and Citibank, N.A., as swingline agent | |
- 5 -
Exhibit 10.1
Citibank Europe PLC, UK Branch, as Facility Agent
for the Lenders party to the Credit Agreement
referred to below
Ladies and Gentlemen:
Each of the undersigned Lenders (each such Lender, an “ Extending Lender ”) hereby agrees to extend, effective 1 October 2016, its Commitment and the Maturity Date under the Credit Agreement, dated as of 1 October 2015 (as amended or modified from time to time, the “ Credit Agreement ,” the terms defined therein being used herein as therein defined), among Philip Morris International Inc. (“ PMI ”), the Lenders party thereto, Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as Facility Agent, and Citibank, N.A., as Swingline Agent, for an additional one year period to 1 October 2021 pursuant to Section 2.23 of the Credit Agreement.
Effective 1 October 2016, and subject to the addition of one or more Assuming Lenders prior to the Maturity Date, Schedule 3 Revolving Credit Commitments and Schedule 4 Swingline Commitments are hereby deleted in their entirety and are replaced with Schedule 3 Revolving Credit Commitments and Schedule 4 Swingline Commitments attached hereto; provided that (i) total aggregate Revolving Credit Commitments shall in no event exceed $3,500,000,000 and (ii) total aggregate Swingline Commitments shall in no event exceed $800,000,000.
Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.
This Extension Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Extension Agreement may be signed in any number of counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
[Signature pages omitted]