PRICINGAGREEMENT
Exhibit 1.2
EXECUTION VERSION
PRICING AGREEMENT
May 31, 2016
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Goldman, Sachs & Co.
200 West Street
New York, New York 10282-2198
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Morgan Stanley & Co. LLC
1585 Broadway, 29th Floor
New York, New York 10036
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 May 31, 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, | ||
| PFIZER INC. | ||
| By: | /s/ Brian Byala | |
| Name: Brian Byala | ||
| Title: Senior Vice President and Treasurer | ||
| Accepted as of the date hereof: | ||
| BARCLAYS CAPITAL INC., as a Representative of the Underwriters | ||
| By: | /s/ Pamela Kendall | |
| Name: Pamela Kendall | ||
| Title: Director | ||
| GOLDMAN, SACHS & CO., as a Representative of the Underwriters | ||
| By: | /s/ Adam Greene | |
| Name: Adam Greene | ||
| Title: Vice President | ||
| J.P. MORGAN SECURITIES LLC, as a Representative of the Underwriters | ||
| By: | /s/ Som Bhattacharyya | |
| Name: Som Bhattacharyya | ||
| Title: Vice President | ||
| MORGAN STANLEY & CO. LLC, as a Representative of the Underwriters | ||
| By: | /s/ Yurij Slyz | |
| Name: Yurij Slyz | ||
| Title: Executive Director | ||
SCHEDULE I
| Underwriters | Principal Amount of 2018 Notes | Principal Amount of 2019 Notes | Principal Amount of 2021 Notes | Principal Amount of 2026 Notes | Principal Amount of 2044 Notes | |||||||||||||||
| Barclays Capital Inc. | $ | 206,250,000 | $ | 140,250,000 | $ | 189,750,000 | $ | 206,250,000 | $ | 82,500,000 | ||||||||||
| Goldman, Sachs & Co. | $ | 206,250,000 | $ | 140,250,000 | $ | 189,750,000 | $ | 206,250,000 | $ | 82,500,000 | ||||||||||
| J.P. Morgan Securities LLC | $ | 206,250,000 | $ | 140,250,000 | $ | 189,750,000 | $ | 206,250,000 | $ | 82,500,000 | ||||||||||
| Morgan Stanley & Co. LLC | $ | 206,250,000 | $ | 140,250,000 | $ | 189,750,000 | $ | 206,250,000 | $ | 82,500,000 | ||||||||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | $ | 87,500,000 | $ | 59,500,000 | $ | 80,500,000 | $ | 87,500,000 | $ | 35,000,000 | ||||||||||
| Credit Suisse Securities (USA) LLC | $ | 87,500,000 | $ | 59,500,000 | $ | 80,500,000 | $ | 87,500,000 | $ | 35,000,000 | ||||||||||
| Deutsche Bank Securities Inc. | $ | 87,500,000 | $ | 59,500,000 | $ | 80,500,000 | $ | 87,500,000 | $ | 35,000,000 | ||||||||||
| HSBC Securities (USA) Inc. | $ | 50,000,000 | $ | 34,000,000 | $ | 46,000,000 | $ | 50,000,000 | $ | 20,000,000 | ||||||||||
| RBC Capital Markets, LLC | $ | 50,000,000 | $ | 34,000,000 | $ | 46,000,000 | $ | 50,000,000 | $ | 20,000,000 | ||||||||||
| BNP Paribas Securities Corp. | $ | 18,750,000 | $ | 12,750,000 | $ | 17,250,000 | $ | 18,750,000 | $ | 7,500,000 | ||||||||||
| Drexel Hamilton, LLC | $ | 6,250,000 | $ | 4,250,000 | $ | 5,750,000 | $ | 6,250,000 | $ | 2,500,000 | ||||||||||
| Lebenthal & Co. | $ | 6,250,000 | $ | 4,250,000 | $ | 5,750,000 | $ | 6,250,000 | $ | 2,500,000 | ||||||||||
| Mizuho Securities USA Inc. | $ | 18,750,000 | $ | 12,750,000 | $ | 17,250,000 | $ | 18,750,000 | $ | 7,500,000 | ||||||||||
| Siebert Brandford Shank & Co., L.L.C. | $ | 6,250,000 | $ | 4,250,000 | $ | 5,750,000 | $ | 6,250,000 | $ | 2,500,000 | ||||||||||
| The Williams Capital Group, L.P. | $ | 6,250,000 | $ | 4,250,000 | $ | 5,750,000 | $ | 6,250,000 | $ | 2,500,000 | ||||||||||
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| Total | $ | 1,250,000,000 | $ | 850,000,000 | $ | 1,150,000,000 | $ | 1,250,000,000 | $ | 500,000,000 | ||||||||||
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SCHEDULE II
Title of Designated Securities:
1.200% Notes due 2018 (the “2018 Notes”)
1.450% Notes due 2019 (the “2019 Notes”)
1.950% Notes due 2021 (the “2021 Notes”)
2.750% Notes due 2026 (the “2026 Notes”)
4.400% Notes due 2044 (the “2044 Notes”)
Commission File Number of Initial Registration Statement:
333-202430
Aggregate Principal Amount:
2018 Notes: $1,250,000,000
2019 Notes: $850,000,000
2021 Notes: $1,150,000,000
2026 Notes: $1,250,000,000
2044 Notes: $500,000,000
The 2044 Notes will be a further issuance of, be fully fungible with, rank equally in right of payment with and form a single series with the $500,000,000 principal amount of 4.400% notes due 2044 initially issued by us on May 15, 2014.
Price to Public:
2018 Notes: 99.927% of the principal amount, plus accrued interest, from June 3, 2016
2019 Notes: 99.886% of the principal amount, plus accrued interest, from June 3, 2016
2021 Notes: 99.853% of the principal amount, plus accrued interest, from June 3, 2016
2026 Notes: 99.974% of the principal amount, plus accrued interest, from June 3, 2016
2044 Notes: 110.146% of principal amount, plus pre-issuance accrued interest from May 15, 2016 to the issue date
Purchase Price by Underwriters:
2018 Notes: 99.777% of the principal amount, plus accrued interest, from June 3, 2016
2019 Notes: 99.636% of the principal amount, plus accrued interest, from June 3, 2016
2021 Notes: 99.503% of the principal amount, plus accrued interest, from June 3, 2016
2026 Notes: 99.524% of the principal amount, plus accrued interest, from June 3, 2016
2044 Notes: 109.396% of the principal amount, plus accrued interest, from June 3, 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, with respect to the 2044 Notes, by the fourth supplemental indenture dated May 15, 2014, and, with respect to the 2018 Notes, the 2019 Notes, the 2021 Notes and the 2026 Notes, the sixth supplemental indenture dated June 3, 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:
2018 Notes: June 1, 2018
2019 Notes: June 3, 2019
2021 Notes: June 3, 2021
2026 Notes: June 3, 2026
2044 Notes: May 15, 2044
Interest Rate:
2018 Notes: 1.200% per annum
2019 Notes: 1.450% per annum
2021 Notes: 1.950% per annum
2026 Notes: 2.750% per annum
2044 Notes: 4.400% per annum
Interest Payment Dates:
2018 Notes: June 1 and December 1 of each year, beginning on December 1, 2016
2019 Notes: June 3 and December 3 of each year, beginning on December 3, 2016
2021 Notes: June 3 and December 3 of each year, beginning on December 3, 2016
2026 Notes: June 3 and December 3 of each year, beginning on December 3, 2016
2044 Notes: May 15 and November 15 of each year, beginning on November 15, 2016. For the 2044 Notes, all pre-issuance accrued interest from May 15, 2016 to the settlement date will be paid by purchasers of the 2044 Notes.
Record Dates:
2018 Notes: May 17 and November 16 prior to the corresponding Interest Payment Date
2019 Notes: May 19 and November 18 prior to the corresponding Interest Payment Date
2021 Notes: May 19 and November 18 prior to the corresponding Interest Payment Date
2026 Notes: May 19 and November 18 prior to the corresponding Interest Payment Date
2044 Notes: May 1 and November 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:
4:53 P.M. New York City time on May 31, 2016
Issuer Free Writing Prospectuses:
Pricing Term Sheet dated May 31, 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 June 3, 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 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:
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
Attn: Syndicate Registration
Fax: (646) ###-###-####
Goldman, Sachs & Co.
200 West Street
New York, NY 10282-2198
Attn: Registration Department
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Attn: Investment Grade Syndicate Desk – 3rd floor
Fax: (212) ###-###-####
Morgan Stanley & Co. LLC
1585 Broadway, 29th Floor
New York, NY 10036
Attn: Investment Banking Division
Fax: (212) ###-###-####
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
