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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): 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
Symbol(s)

 

Name of each exchange
on which registered

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