Philip Morris Companies, Inc. (A)

This large tobacco and diversified food processor is seeking to refinance debt funds raised to accomplish a large acquisition. It has filed a large "shelf" registration that authorizes it to issue during the subsequent two years. At the time of the case, the market looks attractive and the company's CEO is trying to decide whether to issue debt and, if so, in what form. Teaching objective: to familiarize students with the shelf registration form of underwriting, to analyze an issuer's operating and financial profile preparatory to going to the public market, and to assess the position the issuing company should take towards the investment bankers who want to be awarded the business.