Pricing Agreement, dated March 4, 2019
Exhibit 1.2
Execution Version
PRICING AGREEMENT
March 4, 2019
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
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 March 4, 2019 (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 four 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]
| 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., | ||
| By: | /s/ Meghan M. Maher | |
| Name: Meghan M. Maher | ||
| Title: Managing Director | ||
| DEUTSCHE BANK SECURITIES INC., | ||
| By: | /s/ John C. McCabe | |
| Name: John C. McCabe | ||
| Title: Managing Director | ||
| By: | /s/ Anguel Zaprianov | |
| Name: Anguel Zaprianov | ||
| Title: Managing Director | ||
| GOLDMAN SACHS & CO. LLC, | ||
| By: | /s/ Matthew Leavitt | |
| Name: Matthew Leavitt | ||
| Title: | ||
| J.P. MORGAN SECURITIES LLC, | ||
| By: | /s/ Som Bhattacharyya | |
| Name: Som Bhattacharyya | ||
| Title: Executive Director | ||
SCHEDULE I
| Underwriters | Principal Amount of 2022 Notes | Principal Amount of 2024 Notes | Principal Amount of 2029 Notes | Principal Amount of 2039 Notes | Principal Amount of 2049 Notes | |||||||||||||||
| Barclays Capital Inc. | $ | 82,500,000 | $ | 123,750,000 | $ | 288,750,000 | $ | 123,750,000 | $ | 206,250,000 | ||||||||||
| Deutsche Bank Securities Inc. | $ | 82,500,000 | $ | 123,750,000 | $ | 288,750,000 | $ | 123,750,000 | $ | 206,250,000 | ||||||||||
| Goldman Sachs & Co. LLC | $ | 82,500,000 | $ | 123,750,000 | $ | 288,750,000 | $ | 123,750,000 | $ | 206,250,000 | ||||||||||
| J.P. Morgan Securities LLC | $ | 82,500,000 | $ | 123,750,000 | $ | 288,750,000 | $ | 123,750,000 | $ | 206,250,000 | ||||||||||
| HSBC Securities (USA) Inc. | $ | 35,000,000 | $ | 52,500,000 | $ | 122,500,000 | $ | 52,500,000 | $ | 87,500,000 | ||||||||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | $ | 35,000,000 | $ | 52,500,000 | $ | 122,500,000 | $ | 52,500,000 | $ | 87,500,000 | ||||||||||
| RBC Capital Markets, LLC | $ | 35,000,000 | $ | 52,500,000 | $ | 122,500,000 | $ | 52,500,000 | $ | 87,500,000 | ||||||||||
| BNP Paribas Securities Corp. | $ | 20,000,000 | $ | 30,000,000 | $ | 70,000,000 | $ | 30,000,000 | $ | 50,000,000 | ||||||||||
| Morgan Stanley & Co. LLC | $ | 20,000,000 | $ | 30,000,000 | $ | 70,000,000 | $ | 30,000,000 | $ | 50,000,000 | ||||||||||
| Santander Investment Securities Inc. | $ | 7,500,000 | $ | 11,250,000 | $ | 26,250,000 | $ | 11,250,000 | $ | 18,750,000 | ||||||||||
| Standard Chartered Bank | $ | 7,500,000 | $ | 11,250,000 | $ | 26,250,000 | $ | 11,250,000 | $ | 18,750,000 | ||||||||||
| Academy Securities, Inc. | $ | 2,500,000 | $ | 3,750,000 | $ | 8,750,000 | $ | 3,750,000 | $ | 6,250,000 | ||||||||||
| Samuel A. Ramirez & Company, Inc. | $ | 2,500,000 | $ | 3,750,000 | $ | 8,750,000 | $ | 3,750,000 | $ | 6,250,000 | ||||||||||
| Siebert Cisneros Shank & Co., L.L.C | $ | 2,500,000 | $ | 3,750,000 | $ | 8,750,000 | $ | 3,750,000 | $ | 6,250,000 | ||||||||||
| The Williams Capital Group, L.P | $ | 2,500,000 | $ | 3,750,000 | $ | 8,750,000 | $ | 3,750,000 | $ | 6,250,000 | ||||||||||
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| Total | $ | 500,000,000 | $ | 750,000,000 | $ | 1,750,000,000 | $ | 750,000,000 | $ | 1,250,000,000 | ||||||||||
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SCHEDULE II
Title of Designated Securities:
2.800% Notes due 2022 (the “2022 Notes”)
2.950% Notes due 2024 (the “2024 Notes”)
3.450% Notes due 2029 (the “2029 Notes”)
3.900% Notes due 2039 (the “2039 Notes”)
4.000% Notes due 2049 (the “2049 Notes” and, collectively with the 2022 Notes, the 2024 Notes, the 2029 Notes and the 2039 Notes, the “Notes”)
Commission File Number of Initial Registration Statement:
333-223221
Aggregate Principal Amount:
$500,000,000 for the 2022 Notes
$750,000,000 for the 2024 Notes
$1,750,000,000 for the 2029 Notes
$750,000,000 for the 2039 Notes
$1,250,000,000 for the 2049 Notes
Price to Public:
For the 2022 Notes, 99.994% of the principal amount, plus accrued interest, from March 11, 2019
For the 2024 Notes, 99.949% of the principal amount, plus accrued interest, from March 11, 2019
For the 2029 Notes, 99.765% of the principal amount, plus accrued interest, from March 11, 2019
For the 2039 Notes, 98.699% of the principal amount, plus accrued interest, from March 11, 2019
For the 2049 Notes, 98.367% of the principal amount, plus accrued interest, from March 11, 2019
Purchase Price by Underwriters:
For the 2022 Notes, 99.744% of the principal amount, plus accrued interest, from March 11, 2019
For the 2024 Notes, 99.599% of the principal amount, plus accrued interest, from March 11, 2019
For the 2029 Notes, 99.315% of the principal amount, plus accrued interest, from March 11, 2019
For the 2039 Notes, 97.949% of the principal amount, plus accrued interest, from March 11, 2019
For the 2049 Notes, 97.617% of the principal amount, plus accrued interest, from March 11, 2019
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 September 7, 2018, between the Company and The Bank of New York Mellon as supplemented by the second supplemental indenture to be dated March 11, 2019 between the Company and The Bank of New York Mellon.
Maturity:
March 11, 2022 for the 2022 Notes
March 15, 2024 for the 2024 Notes
March 15, 2029 for the 2029 Notes
March 15, 2039 for the 2039 Notes
March 15, 2049 for the 2049 Notes
Interest Rate:
2.800% per annum for the 2022 Notes
2.950% per annum for the 2024 Notes
3.450% per annum for the 2029 Notes
3.900% per annum for the 2039 Notes
4.000% per annum for the 2049 Notes
Interest Payment Dates:
March 11 and September 11 of each year, beginning on September 11, 2019 for the 2022 Notes
March 15 and September 15 of each year, beginning on September 15, 2019 for the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 Notes
Record Dates:
Fifteen calendar days 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 February 26, 2018.
Applicable Time:
5:35 P.M. New York City time on March 4, 2019
Issuer Free Writing Prospectuses:
Pricing Term Sheet dated March 4, 2019, 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 March 11, 2019
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:
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Facsimile: (646) 834-8133
Attention: Syndicate Registration
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Facsimile: (646) 374-1071
Attention: Debt Capital Markets Syndicate,
with a copy to General Counsel
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Registration Department
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Fax: (646) 834-6081
Attention: Investment Grade Syndicate Desk
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.
