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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): September 2, 2022



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 AvenueNew YorkNew York10017-5592
(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))




Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Trading Symbol(s)Name of each exchange on which registered
Common Stock, no par valuePMNew York Stock Exchange
2.500% Notes due 2022PM22CNew York Stock Exchange
2.625% Notes due 2023PM23New York Stock Exchange
2.125% Notes due 2023PM23BNew York Stock Exchange
3.600% Notes due 2023PM23ANew York Stock Exchange
2.875% Notes due 2024PM24New York Stock Exchange
2.875% Notes due 2024PM24CNew York Stock Exchange
0.625% Notes due 2024PM24BNew York Stock Exchange
3.250% Notes due 2024PM24ANew York Stock Exchange
2.750% Notes due 2025PM25New York Stock Exchange
3.375% Notes due 2025PM25ANew York Stock Exchange
2.750% Notes due 2026PM26ANew York Stock Exchange
2.875% Notes due 2026PM26New York Stock Exchange
0.125% Notes due 2026PM26BNew York Stock Exchange
3.125% Notes due 2027PM27New York Stock Exchange
3.125% Notes due 2028PM28New York Stock Exchange
2.875% Notes due 2029PM29New York Stock Exchange
3.375% Notes due 2029PM29ANew York Stock Exchange
0.800% Notes due 2031PM31New York Stock Exchange
3.125% Notes due 2033PM33New York Stock Exchange
2.000% Notes due 2036PM36New York Stock Exchange
1.875% Notes due 2037PM37ANew York Stock Exchange
6.375% Notes due 2038PM38New York Stock Exchange
1.450% Notes due 2039PM39New York Stock Exchange
4.375% Notes due 2041PM41New York Stock Exchange
4.500% Notes due 2042PM42New York Stock Exchange
3.875% Notes due 2042PM42ANew York Stock Exchange
4.125% Notes due 2043PM43New York Stock Exchange
4.875% Notes due 2043PM43ANew York Stock Exchange
4.250% Notes due 2044PM44New 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 September 2, 2022, Philip Morris International Inc. (the “Company”) entered into amendments (the “Amendments”) to that certain 364-day bridge credit agreement, dated as of May 11, 2022 (as amended or modified from time to time prior to the date hereof, the “Bridge Credit Agreement”) among the Company, the lenders from time to time party thereto and Citibank Europe plc, UK Branch as facility agent, and to that certain term loan credit agreement, dated as of June 23, 2022 (as amended or modified from time to time prior to the date hereof, the “Term Loan Credit Agreement”) among the Company, the lenders from time to time party thereto and Citibank Europe plc, UK Branch as facility agent. The Amendments change the percentage described in the minimum acceptance condition definition in each of the Bridge Credit Agreement and the Term Loan Credit Agreement from more than 90% to more than 50%.

The description above is a summary and is qualified in its entirety by the Amendments, which are filed as Exhibits 10.1 and 10.2 to this report and is incorporated herein by reference.



Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.

10.1
10.2



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: September 2, 2022
Exhibit 10.1
AMENDMENT NO. 1
This Amendment No. 1 (this “Agreement”) to the Credit Agreement (as defined below) is dated as of September 2, 2022, among PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (“PMI”), the Lenders party hereto and CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent.
WHEREAS, PMI, the Lenders and the Facility Agent are parties to that certain 364-Day Bridge Credit Agreement, dated as of May 11, 2022 (as amended or modified from time to time, the “Credit Agreement”); and
WHEREAS, PMI, the Lenders party hereto and Facility Agent desire to amend certain provisions under the Credit Agreement.
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.Amendment to Credit Agreement. The following definition in Section 1.1 of the Credit Agreement is amended and restated in its entirety as follows:
“Minimum Acceptance Condition” means that the number of acceptances received by the Offeror in respect of the Offer from shareholders of the Target in respect of the Target Shares and/or Target Shares otherwise acquired or owned by the Offeror (or to be acquired or owned by the Offeror on the date the payment is made by the settlement agent to the shareholders in connection with the Offer) exceeds 50% of the total issued and outstanding Target Shares (for the avoidance of doubt, excluding any treasury shares held by the Target).
3.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. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or other related documents or for any purpose except as expressly set forth herein.
For the avoidance of doubt, by executing and delivering this Agreement, each Lender party hereto agrees that, notwithstanding anything to the contrary in the Credit Agreement, the changes set forth herein do not contravene Section 5.1(d) of the Credit Agreement and are not materially adverse to the interest of the Lenders (taken as a whole) under Section 5.1(d) of the Credit Agreement.
4.Condition Precedent. This Agreement shall become effective on and as of the first date this Agreement shall have been duly executed and delivered by PMI, the Lenders (which constitute all Lenders under the Credit Agreement) and the Facility Agent.


    
    

5.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.
6.Binding Effect. This Agreement shall be binding upon and inure to the benefit of PMI, the Facility Agent and each Lender party hereto, and each of their respective successors and assigns.
7.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
8.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]
2
    
    

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 to Amendment No. 1]
    

CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent
By:/s/ Alessandra Torio Scaglia
Name: Alessandra Torio Scaglia
Title: Vice President



CITIBANK, N.A., JERSEY BRANCH, as Lender
By:/s/ Jitendra Pal
Name:    Jitendra Pal
Title:    Vice President
CITICORP NORTH AMERICA INC., as Lender
By:/s/ Zain Zaidi
Name:    Zain Zaidi
Title: Managing Director
    

















[Signature Page to Amendment No. 1]
    
    

BANK OF AMERICA, N.A., LONDON BRANCH as Lender
By:/s/ Defne Gabay
Name:    Defne Gabay
Title: Vice President






























































[Signature Page to Amendment No. 1]
    
    

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Lender
By:/s/ Cara Younger
Name:    Cara Younger
Title: Managing Director

By:/s/ Mauricio Benitez
Name:    Mauricio Benitez
Title: Managing Director























































[Signature Page to Amendment No. 1]
    
    

BANCO SANTANDER, S.A., as Lender
By:/s/ Fatima Moreno
Name:    Fatima Moreno
Title:

By:/s/ Lucas Videla
Name:    Lucas Videla
Title: M.D.



























































[Signature Page to Amendment No. 1]
    
    

BARCLAYS BANK PLC, as Lender
By:/s/ Joulia Fraser
Name:    Joulia Fraser
Title: Vice President

































































[Signature Page to Amendment No. 1]
    
    

CREDIT SUISSE AG, NEW YORK BRANCH, as Lender
By:/s/ Komal Shah
Name:    Komal Shah
Title: Authorized Signatory
By:/s/ Michael Dieffenbacher
Name:    Michael Dieffenbacher
Title: Authorized Signatory

CREDIT SUISSE (SWITZERLAND) LTD., as Lender
By:/s/ Ursula Schwarzenberger
Name: Ursula Schwarzenberger    
Title: Authorised Signatory

By:/s/ Christoph Bischofberger
Name:    Christoph Bischofberger
Title: Authorised Signatory
































[Signature Page to Amendment No. 1]
    
    

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Lender
By:/s/ Ming K. Chu
Name: Ming K. Chu    
Title: Director

By:/s/ Jonathan Krissel
Name:    Jonathan Krissel
Title: Managing Director























































[Signature Page to Amendment No. 1]
    
    

HSBC CONTINENTAL EUROPE, as Lender
By:/s/ Eric Beautheac
Name: Eric Beautheac
Title: Director, Head of Multinationals France

By:/s/ Jean-Philippe Huguet
Name:    Jean-Philippe Huguet
Title: Managing Director, Head of Multinationals for Continental Europe




HSBC BANK PLC, as Lender
By:/s/ Rod Stoyle
Name:    Rod Stoyle
Title: Vice President













































[Signature Page to Amendment No. 1]
    
    

MIZUHO BANK LTD., as Lender
By:/s/ John Davies
Name:    John Davies
Title: Authorized Signatory


































































[Signature Page to Amendment No. 1]
    
    

STANDARD CHARTERED BANK, as Lender
By:/s/ Simon Derrick
Name: Simon Derrick
Title:    Managing Director
































































[Signature Page to Amendment No. 1]
    
    

SUMITOMO BANKING CORPORATION, as Lender
By:/s/ Haruhisa Okamoto
Name:    Haruhisa Okamoto
Title: Managing Director

By:/s/ Dr. Harald Wimmer
Name:    Dr. Harald Wimmer
Title: Executive Director
























































[Signature Page to Amendment No. 1]
    
    

WELLS FARGO BANK, N.A., LONDON BRANCH, as Lender
By:/s/ Jonathan Childs
Name: Jonathan Childs
Title:    Director







































































[Signature Page to Amendment No. 1]
    
    


BANK OF CHINA (EUROPE) S.A., as Lender
By:/s/ Guo Zhiyaho
Name:    Mr. Guo Zhiyaho
Title: Deputy General Manager
































































[Signature Page to Amendment No. 1]
    
    

COMMERZBANK AG, NEW YORK BRANCH, as Lender
By:/s/ Pedro Bell
Name: Pedro Bell
Title: Managing Director

By:/s/ Majed Roz
Name:    Majed Roz
Title: Director


























































[Signature Page to Amendment No. 1]
    
    

MUFG BANK, LTD., as Lender
By:/s/ Sarah Carroll
Name: Sarah Carroll
Title:    Managing Director



[Signature Page to Amendment No. 1]
    
    
Exhibit 10.2
AMENDMENT NO. 1
This Amendment No. 1 (this “Agreement”) to the Credit Agreement (as defined below) is dated as of September 2, 2022, among PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (“PMI”), the Lenders party hereto and CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent.
WHEREAS, PMI, the Lenders and the Facility Agent are parties to that certain Term Loan Credit Agreement, dated as of June 23, 2022 (as amended or modified from time to time, the “Credit Agreement”); and
WHEREAS, PMI, the Lenders party hereto and Facility Agent desire to amend certain provisions under the Credit Agreement.
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.Amendment to Credit Agreement. The following definition in Section 1.1 of the Credit Agreement is amended and restated in its entirety as follows:
“Minimum Acceptance Condition” means that the number of acceptances received by the Offeror in respect of the Offer from shareholders of the Target in respect of the Target Shares and/or Target Shares otherwise acquired or owned by the Offeror (or to be acquired or owned by the Offeror on the date the payment is made by the settlement agent to the shareholders in connection with the Offer) exceeds 50% of the total issued and outstanding Target Shares (for the avoidance of doubt, excluding any treasury shares held by the Target).
3.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. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or other related documents or for any purpose except as expressly set forth herein.
For the avoidance of doubt, by executing and delivering this Agreement, each Lender party hereto agrees that, notwithstanding anything to the contrary in the Credit Agreement, the changes set forth herein do not contravene Section 5.1(d) of the Credit Agreement and are not materially adverse to the interest of the Lenders (taken as a whole) under Section 5.1(d) of the Credit Agreement.
4.Condition Precedent. This Agreement shall become effective on and as of the first date this Agreement shall have been duly executed and delivered by PMI, the Lenders (which constitute all Lenders under the Credit Agreement) and the Facility Agent.


    

5.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.
6.Binding Effect. This Agreement shall be binding upon and inure to the benefit of PMI, the Facility Agent and each Lender party hereto, and each of their respective successors and assigns.
7.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
8.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 to Term Loan Amendment No. 1]
    
    

CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent
By:/s/ Alessandra Torio Scaglia
Name: Alessandra Torio Scaglia
Title: Vice President
CITIBANK, N.A., as Lender
By:/s/ Adrian Bain
Name:    Adrian Bain
Title: Director






























[Signature Page to Term Loan Amendment No. 1]
    
    

BANK OF AMERICA, N.A., LONDON BRANCH as Lender
By:/s/ Defne Gabay
Name:    Defne Gabay
Title: Vice President


































































[Signature Page to Term Loan Amendment No. 1]
    
    

MIZUHO BANK LTD., as Lender
By:/s/ John Davies
Name:    John Davies
Title: Authorized Signatory


































































[Signature Page to Term Loan Amendment No. 1]
    
    

SUMITOMO BANKING CORPORATION, as Lender
By:/s/ Haruhisa Okamoto
Name:    Haruhisa Okamoto
Title: Managing Director

By:/s/ Dr. Harald Wimmer
Name:    Dr. Harald Wimmer
Title: Executive Director


























































[Signature Page to Term Loan Amendment No. 1]
    
    

BARCLAYS BANK PLC, as Lender
By:/s/ Joulia Fraser
Name:    Joulia Fraser
Title: Vice President
































































[Signature Page to Term Loan Amendment No. 1]
    
    

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Lender
By:/s/ Cara Younger
Name:    Cara Younger
Title: Managing Director

By:/s/ Mauricio Benitez
Name:    Mauricio Benitez
Title: Managing Director























































[Signature Page to Term Loan Amendment No. 1]
    
    

BANCO SANTANDER, S.A., as Lender
By:/s/ Fatima Moreno
Name:    Fatima Moreno
Title:

By:/s/ Lucas Videla
Name:    Lucas Videla
Title: M.D.

























































[Signature Page to Term Loan Amendment No. 1]
    
    

BANK OF CHINA (EUROPE) S.A., as Lender
By:/s/ Guo Zhiyaho
Name:    Mr. Guo Zhiyaho
Title: Deputy General Manager





























































[Signature Page to Term Loan Amendment No. 1]
    
    

CREDIT SUISSE AG, NEW YORK BRANCH, as Lender
By:/s/ Komal Shah
Name:    Komal Shah
Title: Authorized Signatory
By:/s/ Michael Dieffenbacher
Name:    Michael Dieffenbacher
Title: Authorized Signatory






CREDIT SUISSE (SWITZERLAND) LTD., as Lender
By:/s/ Ursula Schwarzenberger
Name: Ursula Schwarzenberger    
Title: Authorised Signatory

By:/s/ Christoph Bischofberger
Name:    Christoph Bischofberger
Title: Authorised Signatory
































[Signature Page to Term Loan Amendment No. 1]
    
    

DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
By:/s/ Ming K. Chu
Name: Ming K. Chu    
Title: Director

By:/s/ Annie Chung
Name:    Annie Chung
Title: Director























































[Signature Page to Term Loan Amendment No. 1]
    
    

HSBC CONTINENTAL EUROPE, as Lender
By:/s/ Eric Beautheac
Name: Eric Beautheac
Title: Director, Head of Multinationals France

By:/s/ Jean-Philippe Huguet
Name:    Jean-Philippe Huguet
Title: Managing Director, Head of Multinationals for Continental Europe





HSBC BANK PLC, as Lender
By:/s/ Rod Stoyle
Name:    Rod Stoyle
Title: Vice President












































[Signature Page to Term Loan Amendment No. 1]
    
    

STANDARD CHARTERED BANK, as Lender
By:/s/ Simon Derrick
Name: Simon Derrick
Title:    Managing Director































































[Signature Page to Term Loan Amendment No. 1]
    
    

WELLS FARGO BANK, N.A., LONDON BRANCH, as Lender
By:/s/ Jonathan Childs
Name: Jonathan Childs
Title:    Director
































































[Signature Page to Term Loan Amendment No. 1]
    
    

COMMERZBANK AG, NEW YORK BRANCH, as Lender
By:/s/ Pedro Bell
Name: Pedro Bell
Title: Managing Director

By:/s/ Majed Roz
Name:    Majed Roz
Title: Director


























































[Signature Page to Term Loan Amendment No. 1]
    
    

MUFG BANK, LTD., as Lender
By:/s/ Sarah Carroll
Name: Sarah Carroll
Title:    Managing Director


[Signature Page to Term Loan Amendment No. 1]