8-K - PM - Equibles

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 20, 2023

Philip Morris International Inc.

(Exact name of registrant as specified in itscharter)

Virginia	1-33708	13-3435103
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br> <br>Identification No.)
677Washington Blvd, Suite 1100<br><br> <br>Stamford , Connecticut	06901
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including

area code: (203) 905-2410

(Former name or former address, if changed sincelast 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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Common Stock, no par value	PM	New York Stock Exchange
3.600% Notes due 2023	PM23A	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 September 20, 2023, Philip Morris International Inc. (“PMI”) entered into an agreement, effective as of September 29, 2023 (the “Amendment and Extension Agreement”), to amend and extend the term of its existing $2.5 billion revolving credit facility, dated as of September 29, 2021 (as amended or modified from time to time, the “Credit Agreement”), with the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent. The Amendment and Extension Agreement extends the expiration date of the Credit Agreement from September 29, 2027 to September 29, 2028, pursuant to Section 2.24 of the Credit Agreement (the “Extension Period”), and provides for certain other amendments to the Credit Agreement. The Amendment and Extension Agreement includes commitments in the amount of $2.34 billion during the Extension Period and PMI has the ability to increase or obtain additional commitments under the Credit Agreement during the Extension Period, provided that total aggregate commitments shall in no event exceed $2.5 billion.

Except as set forth in the Amendment and 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 Amendment and 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 September 30, 2021.

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.
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10.1	Amendment and Extension Agreement, dated as of September 20, 2023 among PMI, the lenders named therein, Citibank Europe PLC,<br>UK Branch, as facility agent, and Citibank, N.A., as swingline agent.
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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<br>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.

PHILIP MORRIS INTERNATIONAL INC.

By:	/s/<br> DARLENE QUASHIE HENRY
Name:	Darlene Quashie Henry
Title:	Vice President,<br> Associate General Counsel & Corporate Secretary

Date: September 20, 2023

Exhibit 10.1

Execution Version

AMENDMENT AND EXTENSION AGREEMENT

This Amendment and Extension to the Credit Agreement (this “Agreement”), dated as of 20 September 2023, among PHILIP MORRIS INTERNATIONALINC., a Virginia corporation (“PMI”), CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent, CITIBANK, N.A., as Swingline Agent, the Extending Lenders (as defined below), the Extending Swingline Lenders (as defined below) and only with respect to Sections 1, 3, 4, 5, 6, 7, 8, 9, 10 and 11, the Non-Extending Lenders (as defined below) (the Extending Lenders, the Extending Swingline Lenders and the Non-Extending Lenders, collectively, the “Lenders”).

WHEREAS, PMI, the Lenders, the Facility Agent and the Swingline Agent, are parties to that certain Credit Agreement relating to a Revolving Credit Facility, including a swingline option, dated as of 29 September 2021 (as amended or modified from time to time, the “Credit Agreement”);

WHEREAS, PMI, the Extending Lenders and Extending Swingline Lenders, the Facility Agent and the Swingline Agent desire to extend the term of the Credit Agreement;

WHEREAS, PMI, the Lenders, the Facility Agent and the Swingline 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.

“Extending Lenders” means each of the undersigned lenders that is not a Non-Extending Lender.

“Extending Swingline Lenders” means each of the undersigned Swingline Lenders.

“Non-Extending Lenders” means each of the undersigned lenders which has specified in its signature page hereto to be signing this Agreement other than in connection with Section 2 hereof.

2.            Extension. Each of the Extending Lenders and the Extending Swingline Lenders hereby agrees to extend, effective 29 September 2023, its respective Commitments and the Maturity Date under the Credit Agreement, for an additional one-year period to 29 September 2028 pursuant to Section 2.24 of the Credit Agreement.

3.            Amendment to Credit Agreement.

(a) The Credit Agreement is hereby amended by amending and restating the definition of “Term SOFR” in its entirety as follows:

“Term SOFR” means for any calculation with respect to a Term SOFR Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator and rounded to five decimal places; provided, however, that if as of 5:00 P.M. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day in each case.

(b) Schedule 3 Revolving Credit Commitments is hereby deleted in its entirety and is replaced with Schedule 3 Revolving Credit Commitments attached hereto, subject to the addition of one or more Assuming Lenders prior to the Maturity Date or the initial Extended Maturity Date, as applicable, provided that total aggregate Revolving Credit Commitments shall in no event exceed $2,500,000,000.

(c) Schedule 4 Swingline Commitments is hereby deleted in its entirety and is replaced with Schedule 4 Swingline Commitments attached hereto.

(d) Schedule 5 Business Transformation Pricing Adjustment Schedule (other than Exhibit 1 thereto) is hereby deleted and is replaced with Schedule 5 Business Transformation Pricing Adjustment Schedule attached hereto. For the avoidance of doubt, Exhibit 1 to Schedule 5 is not being amended by this Agreement.

4.            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.

5.            Effective Date. This Agreement shall become effective on 29 September 2023.

6.            Conditions Precedent.

(a) With respect to the extension of the Credit Agreement in accordance with Section 2 hereof, on or prior to the date hereof, the Facility Agent shall have received this Agreement, duly executed and delivered by PMI, the Extending Lenders and the Extending Swingline Lenders.

(b) With respect to the amendment of the Credit Agreement in accordance with Sections 3(a), 3(b) and 3(c) hereof, on or prior to the date hereof, the Facility Agent shall have received this Agreement, duly executed and delivered by PMI and the Lenders.

(c) With respect to the amendment of the Credit Agreement in accordance with Section 3(d) hereof, on or prior to the date hereof, the Facility Agent shall have received this Agreement, duly executed and delivered by PMI and the Required Lenders.

7.             Representations and Warranties. PMI represents and warrants to the Facility Agent and to each of the Lenders that the statements in subsection (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.

8.             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.

9.             Binding Effect. This Agreement shall be binding upon and inure to the benefit of PMI, the Facility Agent, the Swingline Agent and each Lender, and each of their respective successors and assigns.

10.            Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

11.            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