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 31, 2020
Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
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Virginia |
1-33708 |
13-3435103 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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120 Park Avenue, New York, New York |
10017-5592 |
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(Address of principal executive offices) |
(Zip Code) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, no par value |
PM |
New York Stock Exchange |
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2.000% Notes due 2020 |
PM20B |
New York Stock Exchange |
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Floating Notes due 2020 |
PM20C |
New York Stock Exchange |
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1.750% Notes due 2020 |
PM20A |
New York Stock Exchange |
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4.500% Notes due 2020 |
PM20 |
New York Stock Exchange |
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1.875% Notes due 2021 |
PM21B |
New York Stock Exchange |
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1.875% Notes due 2021 |
PM21C |
New York Stock Exchange |
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4.125% Notes due 2021 |
PM21 |
New York Stock Exchange |
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2.900% Notes due 2021 |
PM21A |
New York Stock Exchange |
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2.625% Notes due 2022 |
PM22A |
New York Stock Exchange |
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2.375% Notes due 2022 |
PM22B |
New York Stock Exchange |
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2.500% Notes due 2022 |
PM22 |
New York Stock Exchange |
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2.500% Notes due 2022 |
PM22C |
New York Stock Exchange |
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2.625% Notes due 2023 |
PM23 |
New York Stock Exchange |
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2.125% Notes due 2023 |
PM23B |
New York Stock Exchange |
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3.600% Notes due 2023 |
PM23A |
New York Stock Exchange |
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2.875% Notes due 2024 |
PM24 |
New York Stock Exchange |
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2.875% Notes due 2024 |
PM24C |
New York Stock Exchange |
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0.625% Notes due 2024 |
PM24B |
New York Stock Exchange |
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3.250% Notes due 2024 |
PM24A |
New York Stock Exchange |
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2.750% Notes due 2025 |
PM25 |
New York Stock Exchange |
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3.375% Notes due 2025 |
PM25A |
New York Stock Exchange |
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2.750% Notes due 2026 |
PM26A |
New York Stock Exchange |
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2.875% Notes due 2026 |
PM26 |
New York Stock Exchange |
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0.125% Notes due 2026 |
PM26B |
New York Stock Exchange |
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3.125% Notes due 2027 |
PM27 |
New York Stock Exchange |
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3.125% Notes due 2028 |
PM28 |
New York Stock Exchange |
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2.875% Notes due 2029 |
PM29 |
New York Stock Exchange |
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3.375% Notes due 2029 |
PM29A |
New York Stock Exchange |
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0.800% Notes due 2031 |
PM31 |
New York Stock Exchange |
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3.125% Notes due 2033 |
PM33 |
New York Stock Exchange |
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2.000% Notes due 2036 |
PM36 |
New York Stock Exchange |
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1.875% Notes due 2037 |
PM37A |
New York Stock Exchange |
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6.375% Notes due 2038 |
PM38 |
New York Stock Exchange |
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1.450% Notes due 2039 |
PM39 |
New York Stock Exchange |
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4.375% Notes due 2041 |
PM41 |
New York Stock Exchange |
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4.500% Notes due 2042 |
PM42 |
New York Stock Exchange |
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3.875% Notes due 2042 |
PM42A |
New York Stock Exchange |
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4.125% Notes due 2043 |
PM43 |
New York Stock Exchange |
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4.875% Notes due 2043 |
PM43A |
New York Stock Exchange |
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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).
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Emerging growth company |
☐ |
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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. |
☐ |
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 31, 2020, Philip Morris International Inc. (“PMI”) entered into an agreement, effective February 4, 2020, to amend and extend the term of its existing $2.0 billion revolving credit facility, dated as of February 12, 2013 (as amended or modified from time to time, the “Credit Agreement”), with each lender named therein and Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as administrative agent (the “Amendment and Extension Agreement”). The Amendment and Extension Agreement extends the expiration date of the Credit Agreement from February 4, 2020 to February 2, 2021 pursuant to Section 2.19 of the Credit Agreement and amends the Credit Agreement to, among other things, eliminate the financial covenant that required PMI to maintain a ratio of consolidated EBITDA to consolidated interest expense, as defined therein, of not less than 3.5 to 1.0 on a rolling four-quarter basis. Except as set forth in the Amendment and Extension Agreement, the 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 Amendment and Extension Agreement is a summary and is qualified in its entirety by reference to the full text of the Amendment and 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 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 set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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Exhibit Number |
Description |
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10.1 |
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104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101) |
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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.
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PHILIP MORRIS INTERNATIONAL INC. |
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By: |
/s/ Jerry Whitson |
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Name: |
Jerry Whitson |
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Title: |
Deputy General Counsel and Corporate Secretary |
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DATE: February 3, 2020
EXHIBIT 10.1
Citibank Europe PLC, UK Branch, as Administrative 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 4 February 2020, its Commitment and the Maturity Date under the Credit Agreement, dated as of 12 February 2013 (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 and Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as Administrative Agent, for an additional 364-day period to 2 February 2021 pursuant to Section 2.19 of the Credit Agreement.
Effective 4 February 2020 Schedule 4 Revolving Credit Commitments is hereby deleted in its entirety and is replaced with Schedule 4 Revolving Credit Commitments attached hereto subject to the addition of one or more Assuming Lenders prior to the Maturity Date, provided that total aggregate Revolving Credit Commitments shall in no event exceed $2,000,000,000.
Effective upon the due execution and delivery of this Amendment and Extension Agreement by the Required Lenders pursuant to Section 9.1 of the Credit Agreement, the Credit Agreement is hereby amended as follows: (i) the definitions of “Consolidated EBITDA” and “Consolidated Interest Expense” in Section 1.1 are deleted in their entirety, (ii) Section 5.1(b) Maintenance of Ratio of Consolidated EBITDA to Consolidated Interest Expense is deleted in its entirety and replaced with: “Intentionally Omitted.”, (iii) Section 5.1(c)(v) is deleted in its entirety and replaced with: “Intentionally Omitted.” and (iv) Section 6.1(c)(i) is deleted in its entirety and replaced with: “any term, covenant or agreement contained in Section 5.2(b),”.
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 Amendment and Extension Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Amendment and 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]