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PM > SEC Filings for PM > Form 8-K on 13-May-2014All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On May 13, 2014, PMI issued 500,000,000 aggregate principal amount of its 2.875% Notes due 2029 (the "Notes"). The Notes were issued pursuant to an Indenture (the "Indenture") dated as of April 25, 2008, by and between PMI and HSBC Bank USA, National Association, as trustee (the "Trustee").

In connection with the issuance of the Notes, on May 6, 2014, PMI entered into a Terms Agreement (the "Terms Agreement") with the underwriters named therein (the "Underwriters"), pursuant to which PMI agreed to issue and sell the Notes to the Underwriters. The provisions of an Underwriting Agreement, dated as of April 25, 2008 (the "Underwriting Agreement"), are incorporated by reference in the Terms Agreement.

PMI has filed with the Securities and Exchange Commission a Prospectus dated February 21, 2014 and a Prospectus Supplement (the "Prospectus Supplement") dated May 6, 2014 (Registration No. 333-194059) in connection with the public offering of the Notes.

The Notes are subject to certain customary covenants, including limitations on PMI's ability, with significant exceptions, to incur debt secured by liens and engage in sale/leaseback transactions. PMI may redeem all, but not part, of the Notes upon the occurrence of specified tax events as described in the Prospectus Supplement.

Interest on the Notes is payable annually on May 14 of each year, commencing May 14, 2015, to holders of record on the preceding April 30.

The Notes will mature on May 14, 2029.

The Notes will be PMI's senior unsecured obligations and will rank equally in right of payment with all of its existing and future senior unsecured indebtedness.

For a complete description of the terms and conditions of the Underwriting Agreement, the Terms Agreement and the Notes, please refer to such agreements and the form of Notes, each of which is incorporated herein by reference and is an exhibit to this report.

Certain of the Underwriters 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 of the Underwriters or their respective affiliates are lenders under PMI's credit facilities. PMI and some of its subsidiaries may enter into foreign exchange and other derivative arrangements with certain of the Underwriters and their affiliates. In addition, certain of the Underwriters or their respective affiliates act as dealers in connection with PMI's commercial paper programs.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number       Description

1.1          Underwriting Agreement, dated as of April 25, 2008 (incorporated by
             reference to Exhibit 1.1 of PMI's Registration Statement on Form S-3
             (No. 333-150449))

1.2          Terms Agreement, dated May 6, 2014, among PMI and the Underwriters
             named therein

4.1          Form of 2.875% Global Note due 2029

5.1          Opinion of Hunton & Williams LLP

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