UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events
On August 18, 2021, Pfizer Inc. (the “Company”) completed a public offering of $1,000,000,000 aggregate principal amount of 1.750% Notes due 2031 (the “Notes”).
The Company intends to use the net proceeds to finance or refinance, in whole or in part as follows: research and development expenses related to COVID-19 vaccine research and development, capital expenditures in connection with the manufacture and distribution of COVID-19 vaccines and other projects of the Company or any of its subsidiaries that have environmental and/or social benefits.
The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-253605) filed with the Securities and Exchange Commission on February 26, 2021.
The Notes were issued pursuant to an indenture, dated as of September 7, 2018, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the fifth supplemental indenture, dated as of August 18, 2021, between the Company and the Trustee (the “Fifth Supplemental Indenture”).
The Fifth Supplemental Indenture is filed herewith as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the offering of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”) and related pricing agreement (the “Pricing Agreement”), each dated August 16, 2021, with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.
The Underwriting Agreement and the Pricing Agreement are filed herewith as Exhibit 1.1 and Exhibit 1.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
In addition, in connection with the offering of the Notes, the Company is filing a legal opinion regarding the validity of the Notes, filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 1.1 | Underwriting Agreement, dated August 16, 2021. | |
| 1.2 | Pricing Agreement, dated August 16, 2021. | |
| 4.1 | Indenture, dated as of September 7, 2018 (incorporated by reference from the Company’s Current Report on Form 8-K filed on September 7, 2018). | |
| 4.2 | Fifth Supplemental Indenture, dated as of August 18, 2021. | |
| 4.3 | Form of 1.750% Notes due 2031 (included in Exhibit 4.2). | |
| 5.1 | Opinion of Margaret M. Madden, Senior Vice President and Corporate Secretary, Chief Governance Counsel of the Company. | |
| 23.1 | Consent of Margaret M. Madden, Senior Vice President and Corporate Secretary, Chief Governance Counsel of the Company (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PFIZER INC. | ||
| By: | /s/ Margaret M. Madden | |
| Margaret M. Madden | ||
| Senior Vice President and Corporate Secretary | ||
| Chief Governance Counsel | ||
Dated: August 18, 2021