PRICING AGREEMENT

EX-1.2 3 a16-21499_6ex1d2.htm EX-1.2

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]

 

2



 

 

Very truly yours,

 

 

 

PFIZER INC.

 

 

 

 

 

By:

/s/ Brian Byala

 

 

Name: Brian Byala

 

 

Title: Senior Vice President and Treasurer

 

[Signature Page to Pricing Agreement]

 



 

Accepted as of the date hereof:

 

 

 

 

 

CITIGROUP GLOBAL MARKETS INC.,

 

     as a Representative of the Underwriters

 

 

 

By:

/s/ Brian D. Bednarski

 

 

 

Name:

Brian D. Bednarski

 

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

 

 

 

CREDIT SUISSE SECURITIES (USA) LLC,

 

     as a Representative of the Underwriters

 

 

 

By:

/s/ Christopher J. Murphy

 

 

 

Name:

Christopher J. Murphy

 

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

 

 

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

 

INCORPORATED,

 

     as a Representative of the Underwriters

 

 

 

By:

/s/ Doug Muller

 

 

 

Name:

Doug Muller

 

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

 

 

 

RBC CAPITAL MARKETS, LLC,

 

     as a Representative of the Underwriters

 

 

 

By:

/s/ Scott G. Primrose

 

 

 

Name:

Scott G. Primrose

 

 

 

Title:

Authorized Signatory

 

 

 

[Signature Page to Pricing Agreement]

 



 

SCHEDULE I

 

Underwriters

 

Principal
Amount of
2019 Notes

 

Principal
Amount of
2021 Notes

 

Principal
Amount of
2026 Notes

 

Principal
Amount of
2036 Notes

 

Principal
Amount of
2046 Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

Citigroup Global Markets Inc.

 

$

165,000,000

 

$

165,000,000

 

$

288,750,000

 

$

165,000,000

 

$

206,250,000

 

Credit Suisse Securities (USA) LLC

 

$

165,000,000

 

$

165,000,000

 

$

288,750,000

 

$

165,000,000

 

$

206,250,000

 

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

 

$

165,000,000

 

$

165,000,000

 

$

288,750,000

 

$

165,000,000

 

$

206,250,000

 

RBC Capital Markets, LLC

 

$

165,000,000

 

$

165,000,000

 

$

288,750,000

 

$

165,000,000

 

$

206,250,000

 

Deutsche Bank Securities Inc.

 

$

70,000,000

 

$

70,000,000

 

$

122,500,000

 

$

70,000,000

 

$

87,500,000

 

HSBC Securities (USA) Inc.

 

$

70,000,000

 

$

70,000,000

 

$

122,500,000

 

$

70,000,000

 

$

87,500,000

 

Mizuho Securities USA Inc. Mizuho Securities USA Inc.

 

$

70,000,000

 

$

70,000,000

 

$

122,500,000

 

$

70,000,000

 

$

87,500,000

 

BNP Paribas Securities Corp.

 

$

40,000,000

 

$

40,000,000

 

$

70,000,000

 

$

40,000,000

 

$

50,000,000

 

Santander Investment Securities Inc.

 

$

40,000,000

 

$

40,000,000

 

$

70,000,000

 

$

40,000,000

 

$

50,000,000

 

J.P. Morgan Securities LLC

 

$

15,000,000

 

$

15,000,000

 

$

26,250,000

 

$

15,000,000

 

$

18,750,000

 

Morgan Stanley & Co. LLC

 

$

15,000,000

 

$

15,000,000

 

$

26,250,000

 

$

15,000,000

 

$

18,750,000

 

Academy Securities, Inc.

 

$

5,000,000

 

$

5,000,000

 

$

8,750,000

 

$

5,000,000

 

$

6,250,000

 

Samuel A. Ramirez & Company, Inc.

 

$

5,000,000

 

$

5,000,000

 

$

8,750,000

 

$

5,000,000

 

$

6,250,000

 

Siebert Cisneros Shank & Co., L.L.C.

 

$

5,000,000

 

$

5,000,000

 

$

8,750,000

 

$

5,000,000

 

$

6,250,000

 

The Williams Capital Group, L.P.

 

$

5,000,000

 

$

5,000,000

 

$

8,750,000

 

$

5,000,000

 

$

6,250,000

 

Total

 

$

1,000,000,000

 

$

1,000,000,000

 

$

1,750,000,000

 

$

1,000,000,000

 

$

1,250,000,000

 

 



 

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.