PRICING AGREEMENT
Exhibit 1.2
EXECUTION VERSION
PRICING AGREEMENT
May 28, 2013
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
Goldman, Sachs & Co.
200 West Street,
New York, New York 10282
RBS Securities Inc.
600 Washington Boulevard
Stamford, Connecticut 06901
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 28, 2013 (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/ Robert Landry | |
| Name: Robert Landry | ||
| Title: Senior Vice President and Treasurer | ||
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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: Director | ||
| GOLDMAN, SACHS & CO., as a Representative of the Underwriters | ||
| By: | /s/ Adam T. Greene | |
| Name: Adam T. Greene | ||
| Title: Vice President | ||
| RBS SECURITIES INC., as a Representative of the Underwriters | ||
| By: | /s/ Moshe Tomkiewicz | |
| Name: Moshe Tomkiewicz | ||
| Title: Managing Director | ||
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SCHEDULE I
| Underwriter | Principal Amount of 2017 Notes | Principal Amount of 2018 Notes | Principal Amount of 2023 Notes | Principal Amount of 2043 Notes | Principal Amount of Floating Rate Notes | |||||||||||||||
| Citigroup Global Markets Inc. | $ | 125,625,000 | $ | 167,500,000 | $ | 167,500,000 | $ | 125,625,000 | $ | 83,750,000 | ||||||||||
| Credit Suisse Securities (USA) LLC | $ | 125,625,000 | $ | 167,500,000 | $ | 167,500,000 | $ | 125,625,000 | $ | 83,750,000 | ||||||||||
| Goldman, Sachs & Co. | $ | 125,625,000 | $ | 167,500,000 | $ | 167,500,000 | $ | 125,625,000 | $ | 83,750,000 | ||||||||||
| RBS Securities Inc. | $ | 125,625,000 | $ | 167,500,000 | $ | 167,500,000 | $ | 125,625,000 | $ | 83,750,000 | ||||||||||
| RBC Capital Markets, LLC | $ | 67,500,000 | $ | 90,000,000 | $ | 90,000,000 | $ | 67,500,000 | $ | 45,000,000 | ||||||||||
| Barclays Capital Inc. | $ | 45,000,000 | $ | 60,000,000 | $ | 60,000,000 | $ | 45,000,000 | $ | 30,000,000 | ||||||||||
| HSBC Securities (USA) Inc. | $ | 45,000,000 | $ | 60,000,000 | $ | 60,000,000 | $ | 45,000,000 | $ | 30,000,000 | ||||||||||
| Deutsche Bank Securities Inc. | $ | 18,000,000 | $ | 24,000,000 | $ | 24,000,000 | $ | 18,000,000 | $ | 12,000,000 | ||||||||||
| Santander Investment Securities Inc. | $ | 18,000,000 | $ | 24,000,000 | $ | 24,000,000 | $ | 18,000,000 | $ | 12,000,000 | ||||||||||
| BNP Paribas Securities Corp. | $ | 12,000,000 | $ | 16,000,000 | $ | 16,000,000 | $ | 12,000,000 | $ | 8,000,000 | ||||||||||
| Standard Chartered Bank | $ | 12,000,000 | $ | 16,000,000 | $ | 16,000,000 | $ | 12,000,000 | $ | 8,000,000 | ||||||||||
| U.S. Bancorp Investments, Inc. | $ | 12,000,000 | $ | 16,000,000 | $ | 16,000,000 | $ | 12,000,000 | $ | 8,000,000 | ||||||||||
| Drexel Hamilton, LLC | $ | 4,500,000 | $ | 6,000,000 | $ | 6,000,000 | $ | 4,500,000 | $ | 3,000,000 | ||||||||||
| Lebenthal & Co., LLC | $ | 4,500,000 | $ | 6,000,000 | $ | 6,000,000 | $ | 4,500,000 | $ | 3,000,000 | ||||||||||
| Loop Capital Markets LLC | $ | 4,500,000 | $ | 6,000,000 | $ | 6,000,000 | $ | 4,500,000 | $ | 3,000,000 | ||||||||||
| The Williams Capital Group, L.P. | $ | 4,500,000 | $ | 6,000,000 | $ | 6,000,000 | $ | 4,500,000 | $ | 3,000,000 | ||||||||||
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| Total | $ | 750,000,000 | $ | 1,000,000,000 | $ | 1,000,000,000 | $ | 750,000,000 | $ | 500,000,000 | ||||||||||
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SCHEDULE II
Title of Designated Securities:
0.900% Notes due 2017 (the “2017 Notes”)
1.500% Notes due 2018 (the “2018 Notes”)
3.000% Notes due 2023 (the “2023 Notes”)
4.300% Notes due 2043 (the “2043 Notes”)
Floating Rate Notes due 2018 (the “Floating Rate Notes”)
Commission File Number of Initial Registration Statement:
333-181321
Aggregate Principal Amount:
2017 Notes: $750,000,000
2018 Notes: $1,000,000,000
2023 Notes: $1,000,000,000
2043 Notes: $750,000,000
Floating Rate Notes: $500,000,000
Price to Public:
2017 Notes: 99.840% of the principal amount, plus accrued interest, from June 3, 2013
2018 Notes: 99.942% of the principal amount, plus accrued interest, from June 3, 2013
2023 Notes: 99.681% of the principal amount, plus accrued interest, from June 3, 2013
2043 Notes: 99.781% of the principal amount, plus accrued interest, from June 3, 2013
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Floating Rate Notes: 100.000% of the principal amount, plus accrued interest, from June 3, 2013
Purchase Price by Underwriters:
2017 Notes: 99.590% of the principal amount, plus accrued interest, from June 3, 2013
2018 Notes: 99.592% of the principal amount, plus accrued interest, from June 3, 2013
2023 Notes: 99.231% of the principal amount, plus accrued interest, from June 3, 2013
2043 Notes: 99.031% of the principal amount, plus accrued interest, from June 3, 2013
Floating Rate Notes: 99.650% of the principal amount, plus accrued interest, from June 3, 2013
Form of Designated Securities:
Book-entry only form represented by one or more global securities of each series of Notes 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 third supplemental indenture dated June 3, 2013 between the Company and The Bank of New York Mellon.
Maturity:
2017 Notes: January 15, 2017
2018 Notes: June 15, 2018
2023 Notes: June 15, 2023
2043 Notes: June 15, 2043
Floating Rate Notes: June 15, 2018
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Interest Rate:
2017 Notes: 0.900% per annum
2018 Notes: 1.500% per annum
2023 Notes: 3.000% per annum
2043 Notes: 4.300% per annum
Floating Rate Notes: 3-month USD LIBOR + 30 bps
Interest Payment and Reset Dates:
2017 Notes: January 15 and July 15 of each year, beginning January 15, 2014
2018 Notes: June 15 and December 15 of each year, beginning December 15, 2013
2023 Notes: June 15 and December 15 of each year, beginning December 15, 2013
2043 Notes: June 15 and December 15 of each year, beginning December 15, 2013
Floating Rate Notes: March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2013
Record Dates:
2017 Notes: January 1 and July 1 prior to the corresponding Interest Payment Date
2018 Notes: June 1 and December 1 prior to the corresponding Interest Payment Date
2023 Notes: June 1 and December 1 prior to the corresponding Interest Payment Date
2043 Notes: June 1 and December 1 prior to the corresponding Interest Payment Date
Floating Rate Notes: March 1, June 1, September 1 and December 1 prior to the corresponding Interest Payment Date.
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Redemption Provisions:
The 2017 Notes, the 2018 Notes, the 2023 Notes and the 2043 Notes may be redeemed in whole or in part at the price(s) described in the Prospectus relating to the Notes.
The Floating Rate Notes are not redeemable prior to maturity.
Sinking Fund Provisions:
None.
Defeasance Provisions:
As described in the Basic Prospectus dated May 10, 2012.
Applicable Time:
5:15 P.M. New York City time on May 28, 2013
Issuer Free Writing Prospectuses:
Fixed Rate Pricing Term Sheet dated May 28, 2013, as filed under Rule 433
Floating Rate Pricing Term Sheet dated May 28, 2013, 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, 2013
Closing Location:
Davis Polk & Wardwell LLP, 450 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.
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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” and “Underwriting—Notice to Prospective Investors in Singapore”.
Contact Information for Representatives for purposes of Section 12 of the Underwriting Agreement:
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Attention: General Counsel
Fax: 212 ###-###-####
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
Attention: LCD-IBD
Goldman, Sachs & Co.
200 West Street
New York, New York 10282
Attention: Prospectus Department
Fax: 212 ###-###-####
RBS Securities Inc.
600 Washington Boulevard
Stamford, Connecticut 06901
Attention: Debt Capital Markets
Fax: 203 ###-###-####
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”.
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No other information in the Prospectus has been furnished by the Underwriters for use therein.
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