Item 1.01. Entry into a Material Definitive Agreement.
On February 12, 2013, Philip Morris International Inc. ("PMI") entered into a
credit agreement (the "Credit Agreement") relating to a senior unsecured
revolving credit facility (the "Facility") with the lenders named therein and
The Royal Bank of Scotland plc ("RBS"), as administrative agent. The Facility
provides for borrowings up to an aggregate principal amount of US$2 billion (or
the equivalent in Euro) and expires on February 11, 2014, unless extended as
further described in the Credit Agreement.
Interest rates on borrowings under the Facility will be based on prevailing
interest rates for U.S. Dollars or Euro, as applicable, and as further described
in the Credit Agreement.
The Facility will be used for general corporate purposes. The Credit Agreement
requires the maintenance of an EBITDA to interest ratio, as defined therein, of
not less than 3.5 to 1.0.
The Credit Agreement contains certain events of default customary for credit
facilities of this type (with customary grace periods, as applicable), including
nonpayment of principal or interest when due; material incorrectness of
representations and warranties when made; breach of covenants; bankruptcy and
insolvency; unsatisfied ERISA obligations; unstayed material judgment beyond
specified periods; acceleration or payment default of other material
indebtedness; and invalidation of PMI's guaranty of subsidiary borrowings.
If any events of default occur and are not cured within applicable grace periods
or waived, the outstanding loans may be accelerated and the lenders' commitments
may be terminated. The occurrence of the bankruptcy and insolvency event of
default will result in the automatic termination of commitments and acceleration
of outstanding loans under the Credit Agreement.
Some of the lenders under the Credit Agreement and their affiliates have various
relationships with PMI and its subsidiaries involving the provision of financial
services, including cash management, investment banking and trust services. In
addition, PMI and some of its subsidiaries may enter into foreign exchange and
other derivative arrangements with certain of the lenders and their affiliates.
The description above is a summary and is qualified in its entirety by the
Credit Agreement, which is filed as Exhibit 10.1 to this report and is
incorporated herein by reference.
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.