PRICING AGREEMENT
Exhibit 1.2
EXECUTION VERSION
PRICING AGREEMENT
November 14, 2016
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, NY 10036
RBC Capital Markets, LLC
200 Vesey Street
New York, NY 10281
As Representatives of the several Underwriters
Ladies and Gentlemen:
Pfizer Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 14, 2016 (the “Underwriting Agreement”), between the Company and the Representatives of the several Underwriters to issue and sell to each of the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the Applicable Time in relation to the Pricing Disclosure Package and Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the “Representatives” herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, plus any additional principal amount of Designated Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 of the Underwriting Agreement.
If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in an Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
[Signatures follow]
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| Very truly yours, | |
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| PFIZER INC. | |
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| By: | /s/ Brian Byala |
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| Name: Brian Byala |
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| Title: Senior Vice President and Treasurer |
[Signature Page to Pricing Agreement]
| Accepted as of the date hereof: |
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| CITIGROUP GLOBAL MARKETS INC., |
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| as a Representative of the Underwriters |
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| By: | /s/ Brian D. Bednarski |
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| Name: | Brian D. Bednarski |
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| Title: | Managing Director |
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| CREDIT SUISSE SECURITIES (USA) LLC, |
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| as a Representative of the Underwriters |
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| By: | /s/ Christopher J. Murphy |
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| Name: | Christopher J. Murphy |
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| Title: | Managing Director |
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| MERRILL LYNCH, PIERCE, FENNER & SMITH |
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| INCORPORATED, |
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| as a Representative of the Underwriters |
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| By: | /s/ Doug Muller |
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| Name: | Doug Muller |
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| Title: | Managing Director |
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| RBC CAPITAL MARKETS, LLC, |
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| as a Representative of the Underwriters |
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| By: | /s/ Scott G. Primrose |
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| Name: | Scott G. Primrose |
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| Title: | Authorized Signatory |
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[Signature Page to Pricing Agreement]
SCHEDULE I
| Underwriters |
| Principal |
| Principal |
| Principal |
| Principal |
| Principal |
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| Citigroup Global Markets Inc. |
| $ | 165,000,000 |
| $ | 165,000,000 |
| $ | 288,750,000 |
| $ | 165,000,000 |
| $ | 206,250,000 |
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| Credit Suisse Securities (USA) LLC |
| $ | 165,000,000 |
| $ | 165,000,000 |
| $ | 288,750,000 |
| $ | 165,000,000 |
| $ | 206,250,000 |
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| Merrill Lynch, Pierce, Fenner & Smith |
| $ | 165,000,000 |
| $ | 165,000,000 |
| $ | 288,750,000 |
| $ | 165,000,000 |
| $ | 206,250,000 |
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| RBC Capital Markets, LLC |
| $ | 165,000,000 |
| $ | 165,000,000 |
| $ | 288,750,000 |
| $ | 165,000,000 |
| $ | 206,250,000 |
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| Deutsche Bank Securities Inc. |
| $ | 70,000,000 |
| $ | 70,000,000 |
| $ | 122,500,000 |
| $ | 70,000,000 |
| $ | 87,500,000 |
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| HSBC Securities (USA) Inc. |
| $ | 70,000,000 |
| $ | 70,000,000 |
| $ | 122,500,000 |
| $ | 70,000,000 |
| $ | 87,500,000 |
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| Mizuho Securities USA Inc. Mizuho Securities USA Inc. |
| $ | 70,000,000 |
| $ | 70,000,000 |
| $ | 122,500,000 |
| $ | 70,000,000 |
| $ | 87,500,000 |
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| BNP Paribas Securities Corp. |
| $ | 40,000,000 |
| $ | 40,000,000 |
| $ | 70,000,000 |
| $ | 40,000,000 |
| $ | 50,000,000 |
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| Santander Investment Securities Inc. |
| $ | 40,000,000 |
| $ | 40,000,000 |
| $ | 70,000,000 |
| $ | 40,000,000 |
| $ | 50,000,000 |
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| J.P. Morgan Securities LLC |
| $ | 15,000,000 |
| $ | 15,000,000 |
| $ | 26,250,000 |
| $ | 15,000,000 |
| $ | 18,750,000 |
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| Morgan Stanley & Co. LLC |
| $ | 15,000,000 |
| $ | 15,000,000 |
| $ | 26,250,000 |
| $ | 15,000,000 |
| $ | 18,750,000 |
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| Academy Securities, Inc. |
| $ | 5,000,000 |
| $ | 5,000,000 |
| $ | 8,750,000 |
| $ | 5,000,000 |
| $ | 6,250,000 |
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| Samuel A. Ramirez & Company, Inc. |
| $ | 5,000,000 |
| $ | 5,000,000 |
| $ | 8,750,000 |
| $ | 5,000,000 |
| $ | 6,250,000 |
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| Siebert Cisneros Shank & Co., L.L.C. |
| $ | 5,000,000 |
| $ | 5,000,000 |
| $ | 8,750,000 |
| $ | 5,000,000 |
| $ | 6,250,000 |
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| The Williams Capital Group, L.P. |
| $ | 5,000,000 |
| $ | 5,000,000 |
| $ | 8,750,000 |
| $ | 5,000,000 |
| $ | 6,250,000 |
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| Total |
| $ | 1,000,000,000 |
| $ | 1,000,000,000 |
| $ | 1,750,000,000 |
| $ | 1,000,000,000 |
| $ | 1,250,000,000 |
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SCHEDULE II
Title of Designated Securities:
1.700% Notes due 2019 (the “2019 Notes”)
2.200% Notes due 2021 (the “2021 Notes”)
3.000% Notes due 2026 (the “2026 Notes”)
4.000% Notes due 2036 (the “2036 Notes”)
4.125% Notes due 2046 (the “2046 Notes”)
Commission File Number of Initial Registration Statement:
333-202430
Aggregate Principal Amount:
2019 Notes: $1,000,000,000
2021 Notes: $1,000,000,000
2026 Notes: $1,750,000,000
2036 Notes: $1,000,000,000
2046 Notes: $1,250,000,000
Price to Public:
2019 Notes: 99.928% of the principal amount, plus accrued interest, from November 21, 2016
2021 Notes: 99.909% of the principal amount, plus accrued interest, from November 21, 2016
2026 Notes: 99.148% of the principal amount, plus accrued interest, from November 21, 2016
2036 Notes: 99.519% of the principal amount, plus accrued interest, from November 21, 2016
2046 Notes: 99.826% of the principal amount, plus accrued interest, from November 21, 2016
Purchase Price by Underwriters:
2019 Notes: 99.678% of the principal amount, plus accrued interest, from November 21, 2016
2021 Notes: 99.559% of the principal amount, plus accrued interest, from November 21, 2016
2026 Notes: 98.698% of the principal amount, plus accrued interest, from November 21, 2016
2036 Notes: 98.769% of the principal amount, plus accrued interest, from November 21, 2016
2046 Notes: 99.076% of the principal amount, plus accrued interest, from November 21, 2016
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited with the depositary or its designated custodian, to be made available for checking by the Representative at least twenty-four hours prior to the Time of Delivery at the office of the depositary.
Specified Funds for Payment of Purchase Price:
Wire transfer of immediately available funds.
Indenture:
Indenture dated January 30, 2001, between the Company and The Bank of New York Mellon as supplemented by the seventh supplemental indenture dated November 21, 2016 between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank).
Maturity:
2019 Notes: December 15, 2019
2021 Notes: December 15, 2021
2026 Notes: December 15, 2026
2036 Notes: December 15, 2036
2046 Notes: December 15, 2046
Interest Rate:
2019 Notes: 1.700% per annum
2021 Notes: 2.200% per annum
2026 Notes: 3.000% per annum
2036 Notes: 4.000% per annum
2046 Notes: 4.125% per annum
Interest Payment Dates:
2019 Notes: June 15 and December 15 of each year, beginning on June 15, 2017
2021 Notes: June 15 and December 15 of each year, beginning on June 15, 2017
2026 Notes: June 15 and December 15 of each year, beginning on June 15, 2017
2036 Notes: June 15 and December 15 of each year, beginning on June 15, 2017
2046 Notes: June 15 and December 15 of each year, beginning on June 15, 2017
Record Dates:
2019 Notes: June 1 and December 1 prior to the corresponding Interest Payment Date
2021 Notes: June 1 and December 1 prior to the corresponding Interest Payment Date
2026 Notes: June 1 and December 1 prior to the corresponding Interest Payment Date
2036 Notes: June 1 and December 1 prior to the corresponding Interest Payment Date
2046 Notes: June 1 and December 1 prior to the corresponding Interest Payment Date
Redemption Provisions:
The Notes may be redeemed in whole or in part at the price(s) described in the Prospectus relating to the Notes.
Sinking Fund Provisions:
None.
Defeasance Provisions:
As described in the Basic Prospectus dated March 2, 2015.
Applicable Time:
3:57 P.M. New York City time on November 14, 2016
Issuer Free Writing Prospectuses:
Pricing Term Sheet dated November 14, 2016, as filed under Rule 433
Recently Filed Documents for Section 2(d) of the Underwriting Agreement:
None.
Time of Delivery:
10:00 A.M. New York City time on November 21, 2016
Closing Location:
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017.
Additional Agreements of the Underwriters:
Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Designated Securities, directly or indirectly, or distribute the Prospectus or any other offering material relating to the Designated Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company.
Each of the Underwriters agrees to abide by the offering restrictions as set forth under the following captions in the Prospectus: “Underwriting—Notice to Prospective Investors in the European Economic Area”, “Underwriting—Notice to Prospective Investors in the United Kingdom”, “Underwriting—Notice to Prospective Investors in France”, “Underwriting—Notice to Prospective Investors in Switzerland”, “Underwriting—Notice to Prospective Investors in Hong Kong”, “Underwriting—Notice to Prospective Investors in Japan” , “Underwriting—Notice to Prospective Investors in Singapore” and “Underwriting—Notice to Prospective Investors in Canada”.
Contact Information for Representatives for purposes of Section 12 of the Underwriting Agreement:
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Fax: (646) 291-1469
Attn: General Counsel
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
Fax: (212) 325-4296
Attention: LCD-IBCM
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
50 Rockefeller Plaza
NY1-050-12-01
New York, NY 10020
Fax: (212) 901-7881
Attention: High Grade Debt Capital Markets Transaction Management/Legal
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, NY 10281
Fax: (212) 428-6308
Attn: Scott Primrose/USDCM Transaction Management
Information furnished by the Underwriters for purposes of Sections 2(b), 2(c), 2(d), 2(e), 8(a), 8(b) and 16(c) of the Underwriting Agreement:
The information in the last paragraph of the cover page of the Prospectus.
The information set forth in the third, fourth and ninth paragraphs under the caption “Underwriting”.
The information in the third sentence of the tenth paragraph and the second sentence of the thirteenth paragraph under the caption “Underwriting”.
No other information in the Prospectus has been furnished by the Underwriters for use therein.
