FWP
Filed Pursuant to Rule 433
Registration Statement 333-141729
Dated March 17, 2009
Pfizer Inc.
Fixed Rate Pricing Term Sheet
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Issuer:
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Pfizer Inc. |
Security:
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4.450% Notes due 2012 |
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5.350% Notes due 2015 |
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6.200% Notes due 2019 |
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7.200% Notes due 2039 |
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Size:
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$3,500,000,000 |
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$3,000,000,000 |
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$3,250,000,000 |
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$2,500,000,000 |
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Maturity:
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March 15, 2012 |
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March 15, 2015 |
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March 15, 2019 |
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March 15, 2039 |
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Coupon:
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4.450% annually, accruing from March 24, 2009 |
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5.350% annually, accruing from March 24, 2009 |
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6.200% annually, accruing from March 24, 2009 |
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7.200% annually, accruing from March 24, 2009 |
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Interest Payment Dates:
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September 15 and March 15, commencing on September 15, 2009 |
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Price to Public:
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99.863% of principal amount |
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99.875% of principal amount |
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99.899% of principal amount |
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99.942% of principal amount |
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Benchmark Treasury:
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1.375% due 03/15/2012 |
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1.875% due 02/28/2014 |
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2.750% due 02/15/2019 |
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4.500% due 05/15/2038 |
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Benchmark Treasury Price
and Yield:
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99-25; 1.450%
99-17; 1.975% |
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98-05+; 2.964% |
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113-04; 3.755% |
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Spread to Benchmark
Treasury Yield:
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T+305 bps
T+340 bps |
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T+325 bps |
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T+345 bps |
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Yield to Maturity:
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4.500% |
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5.375% |
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6.214% |
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7.205% |
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Optional Redemption:
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At any time for an amount equal to the principal amount of the
notes redeemed plus a make-whole premium and accrued but unpaid
interest to the redemption date |
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Make-Whole Premium:
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T+50 bps across all tranches |
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Denominations:
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Minimum of $2,000 principal amount and integral multiples of $1,000 |
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Expected Settlement Date:
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March 24, 2009 |
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CUSIP:
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717081 CZ4 |
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717081 DA8 |
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717081 DB6 |
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717081 CY7 |
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Current Ratings:
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Aa2*-/AAA*- |
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Joint Book-Running
Managers:
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Banc of America Securities LLC
Barclays Capital Inc. |
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Citigroup Global Markets Inc. |
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Goldman, Sachs & Co. |
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J.P. Morgan Securities Inc. |
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Credit Suisse Securities (USA)LLC |
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Deutsche Bank Securities Inc. |
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Greenwich Capital Markets, Inc. |
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HSBC Securities (USA) Inc. |
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Mitsubishi UFJ Securities (USA), Inc. |
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Santander Investments Securities Inc. |
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UBS Securities LLC |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus and a prospectus
supplement) with the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other documents the issuer has
filed with the SEC for more complete information about the issuer and this offering. You may get
these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling (i) Banc of America Securities LLC
toll-free at 1-800-294-1322, (ii) Barclays Capital Inc. toll free at 1-888-227-2275, ext. 2663,
(iii) Citigroup Global Markets Inc. toll-free at 1-877 858-5407, (iv) Goldman, Sachs & Co.
toll-free at 866-471-2526 or (v) J.P. Morgan Securities Inc. collect call at 1-212-834-4533.
This pricing term sheet supplements the preliminary form of prospectus supplement issued by
Pfizer Inc. on March 16, 2009 relating to its Prospectus dated March 30, 2007.
Filed Pursuant to Rule 433
Registration Statement 333-141729
Dated March 17, 2009
Pfizer
Inc.
Floating Rate Notes
Pricing Term Sheet
In addition to the securities described in the preliminary prospectus supplement, the issuer
is also issuing a series of Floating Rate Notes due 2011. Certain of the terms of the Floating
Rate Notes are described below. In addition to the terms described below, the following subsections
from the section of the preliminary prospectus supplement entitled “Description of Notes” relate to
the description of the Floating Rate Notes: the introductory paragraph, “—Principal, Maturity and
Interest”, “—Ranking”,“—Further Issues”, “-No Listing”,“-Certain Covenants” and “—Book-Entry
System”, and the section of the base prospectus entitled “Description of the Debt Securities”.The
Floating Rate Notes are also not entitled to the benefit of a sinking fund.
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Issuer:
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Pfizer Inc. |
Security:
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FRN due March 15, 2011 |
Size:
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$1,250,000,000 |
Maturity:
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March 15, 2011 |
Coupon:
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3-month USD LIBOR + 195 bps |
Price to Public:
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100% of principal amount |
Interest Rate Index:
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3-month USD LIBOR |
Interest
Payment and Reset
Dates:
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Quarterly on the
15th of March, June, September and December, commencing on June 15, 2009 |
Day Count:
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Actual /360 |
Denominations:
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Minimum of $2,000 principal amount and integral
multiples of $1,000 |
Expected Settlement Date:
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March 24, 2009 |
CUSIP:
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717081 DC4 |
Anticipated Ratings:
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Aa2* -/AAA*- |
Joint Book-Running Managers:
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Banc of America Securities LLC |
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Barclays Capital Inc. |
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Citigroup Global Markets Inc. |
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Goldman, Sachs & Co. |
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J.P. Morgan Securities Inc. |
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Credit Suisse Securities (USA)LLC |
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Deutsche Bank Securities Inc. |
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Greenwich Capital Markets, Inc. |
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HSBC Securities (USA) Inc. |
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Mitsubishi UFJ Securities (USA),
Inc. |
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Santander Investments Securities Inc. |
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UBS Securities LLC |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
Description of Floating Rate Notes
The interest rate on the Floating Rate Notes will be calculated by The Bank of New York
Mellon, as calculation agent, and will be equal to LIBOR plus 1.95%. The calculation agent will
set the initial interest rate on March 24, 2009 and reset the interest rate on each interest payment
date, each of which we refer to as an “interest reset date”. The second London business day
preceding an interest reset date will be the “interest determination date” for that interest reset
date. The interest rate in effect on each day that is not an interest reset date will be the
interest rate determined as of the interest determination date pertaining to the immediately
preceding interest reset date. The interest rate in effect on any day that is an interest reset
date will be the interest rate determined as of the interest determination date pertaining to that
interest reset date.
“LIBOR” will be determined by the calculation agent in accordance with the following
provisions:
(a) With respect to any interest determination date, LIBOR will be the rate for deposits in United
States dollars having a maturity of three months commencing on the first day of the applicable
interest period that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that
interest determination date. If, on an interest determination date, such rate does not appear on
Reuters Page LIBOR01 as of 11:00 a.m., London time, or if Reuters Page LIBOR01 is not available on
such date, the calculation agent will obtain such rate from Bloomberg L.P.’s page “BBAM.” If no
rate appears on Reuters Page LIBOR01 or Bloomberg L.P. page BBAM as of approximately 11:00 a.m.,
London time, on such interest determination date, LIBOR for that interest determination date will
be determined in accordance with the provisions described in (b) below.
(b) With respect to an interest determination date on which no rate appears on Reuters Page LIBOR01
or Bloomberg L.P. page BBAM, as specified in (a) above, the calculation agent will request the
principal London offices of each of four major reference banks in the London interbank market, as
selected by the calculation agent (after consultation with us), to provide the calculation agent
with its offered quotation for deposits in United States dollars for the period of three months,
commencing on the first day of the applicable interest period, to prime banks in the London
interbank market at approximately 11:00 a.m., London time, on that interest determination date and
in a principal amount that is representative for a single transaction in United States dollars in
that market at that time. If at least two quotations are provided, then LIBOR on that interest
determination date will be the arithmetic mean of those quotations. If fewer than
two quotations are provided, then LIBOR on the interest determination date will be the arithmetic
mean of the rates quoted at approximately 11:00 a.m., in The City of New York, on the interest
determination date by three major banks in The City of New York selected by the calculation agent
(after consultation with us) for loans in United States dollars to leading European banks, having a
three-month maturity and in a principal amount that is representative for a single transaction in
United States dollars in that market at that time. If, however, the banks selected by the
calculation agent are not providing quotations in the manner described by the previous sentence,
LIBOR determined as of that interest determination date will be LIBOR in effect on that interest
determination date.
“Reuters Page LIBOR01” means the display designated on page LIBOR01 by Reuters Group plc (or
such other page as may replace the LIBOR01 page on that service (or any successor service) or such
other service as may be nominated by the British Bankers’ Association for the purpose of displaying
London interbank offered rates for U.S. dollar deposits).
All percentages resulting from any calculation of the interest rate on the Floating Rate Notes
will be rounded to the nearest one hundred-thousandth of a percentage point with five one
millionths of a percentage point rounded upwards (e.g., 9.876545 % (or .09876545) would be rounded
to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation on
the Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded
upward). Each calculation of the interest rate on the Floating Rate Notes by the calculation agent
will (in the absence of manifest error) be final and binding on the noteholders and us.
So long as any of the Floating Rate Notes remains outstanding, there will at all times be a
calculation agent. Initially, The Bank of New York will act as calculation agent. If that bank is
unable or unwilling to continue to act as the calculation agent or if it fails to calculate
properly the interest rate on the Floating Rate Notes for any interest period, we will appoint
another leading commercial or investment bank engaged in the London interbank market to act as
calculation agent in its place. The calculation agent may not resign its duties without a successor
having been appointed. We will make each interest payment to the holders of record of Floating Rate
Notes at the close of business on the fifteenth calendar day preceding each interest payment date.
The trustee, through its corporate trust office in the Borough of Manhattan, City of New York (in
such capacity, the “paying agent”) will act as our paying agent with respect to the Floating Rate
Notes. Payments of principal, interest and premium, if any, will be made by us through the paying
agent to DTC.
The issuer has filed a registration statement (including a prospectus and a prospectus
supplement) with the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other documents the issuer has
filed with the SEC for more complete information about the issuer and this offering. You may get
these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange
to
send you the prospectus if you request it by calling (i) Banc of America Securities LLC toll-free
at 1-800-294-1322, (ii) Barclays Capital Inc. toll free at 1-888-227-2275, ext. 2663, (iii)
Citigroup Global Markets Inc. toll-free at 1-877 858-5407, (iv) Goldman, Sachs & Co. toll-free at
866-471-2526 or (v) J.P.Morgan Securities Inc. collect call at 1-212-834-4533.
This pricing term sheet supplements the preliminary form of prospectus supplement issued by
Pfizer Inc. on March 16, 2009 relating to its Prospectus dated March 30, 2007.