ZOETIS INC., as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of January 28, 2013Zoetis Inc. • January 29th, 2013 • Pharmaceutical preparations • New York
INDENTURE, dated as of January 28, 2013, between Zoetis Inc., a Delaware corporation (herein called the “Company”), having its principal executive offices at c/o Pfizer, 5 Giralda Farms, Madison, New Jersey 07940, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (herein called the “Trustee”).
Zoetis Inc. [ ] Shares of Class A Common Stock Underwriting AgreementZoetis Inc. • January 29th, 2013 • Pharmaceutical preparations • New York
The global separation agreement, transitional services agreement, tax matters agreement, research and development collaboration and license agreement, employee matters agreement, master manufacturing and supply agreements, environmental matters agreement, intellectual property license agreements, registration rights agreement and Brazil lease agreements, as described under the heading “Certain relationships and related party transactions” in the Pricing Disclosure Package and Prospectus are referred to, collectively, as the “Separation Agreements.”
REGISTRATION RIGHTS AGREEMENT by and among Zoetis Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Deutsche Bank Securities Inc., as Representatives of the several Initial Purchasers Dated as of January 28, 2013Registration Rights Agreement • January 29th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2013, by and among Zoetis Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in the Purchase Agreement (as defined below), each of which has agreed to purchase the Company’s 1.150% Senior Notes due 2016, 1.875% Senior Notes due 2018, 3.250% Senior Notes due 2023 and 4.700% Senior Notes due 2043 (collectively, the “Initial Securities”) pursuant to the Purchase Agreement.
DEBT-FOR-EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • January 29th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
DEBT-FOR-EQUITY EXCHANGE AGREEMENT dated as of [ ], 2013 (this “Agreement”), among PFIZER INC., a Delaware corporation (“Pfizer”), J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY & CO. LLC (collectively, the “Investment Entities”), and, solely with respect to Sections 4(b) and 6 through 16 hereof, ZOETIS INC., a Delaware corporation and a direct, wholly owned subsidiary of Pfizer (“Zoetis”).
