Altria Group, Inc. (Altria) (NYSE:MO) today announces the expiration of
and final results for its previously announced cash tender offer for up
to $2,100,000,000 aggregate principal amount (the “Tender Cap”) of
certain of its senior unsecured notes (the “Notes”). The terms and
conditions of the tender offer are described in the Offer to Purchase,
dated October 28, 2013, and the related Letter of Transmittal, as
amended by Altria’s press release on November 12, 2013.
The tender offer for the Notes expired at 12:00 midnight, New York City
time, on Monday, November 25, 2013 (the “Expiration Date”).
The total aggregate principal amount of Notes validly tendered at or
prior to the Expiration Date and not validly withdrawn was
$3,809,651,000, which amount exceeds the Tender Cap. In accordance with
the terms of the tender offer set forth in the Offer to Purchase, Altria
accepted for purchase a portion of the validly tendered 9.950% Notes due
2038 (the “2038 Notes”) and 10.200% Notes due 2039 (the “2039 Notes” and
together with the 2038 Notes, the “Acceptance Priority Level 1 Notes”)
in an aggregate principal amount of $1,599,971,000 and a portion of the
validly tendered 9.700% Notes due 2018 (the “2018 Notes”) and 9.250%
Notes due 2019 (the “2019 Notes” and together with the 2018 Notes, the
“Acceptance Priority Level 2 Notes”) in an aggregate principal amount of
$500,004,000.
According to information provided by Global Bondholder Services
Corporation, the Depositary and Information Agent for the tender offer,
$1,205,800,000 aggregate principal amount of the 2038 Notes,
$1,153,590,000 aggregate principal amount of the 2039 Notes,
$849,602,000 aggregate principal amount of the 2018 Notes and
$600,659,000 aggregate principal amount of the 2019 Notes were validly
tendered at or prior to the Expiration Date and not validly withdrawn.
In accordance with the terms of the tender offer, Acceptance Priority
Level 1 Notes have been accepted for purchase by the Company on a
prorated basis using a single proration factor applicable equally to
both series of Acceptance Priority Level 1 Notes. As a result, the
Company has accepted for purchase Acceptance Priority Level 1 Notes
using a proration factor of approximately 0.68, resulting in the
purchase of $817,679,000 principal amount of the 2038 Notes and
$782,292,000 aggregate principal amount of the 2039 Notes. In accordance
with the terms of the tender offer, Acceptance Priority Level 2 Notes
have been accepted for purchase by the Company on a prorated basis using
a single proration factor applicable equally to both series of
Acceptance Priority Level 2 Notes. As a result, the Company has accepted
for purchase Acceptance Priority Level 2 Notes using a proration factor
of approximately 0.35, resulting in the purchase of $293,126,000
principal amount of the 2018 Notes and $206,878,000 aggregate principal
amount of the 2019 Notes. All Notes not accepted for purchase will be
returned to holders in accordance with the Offer to Purchase.
|
Title of
Securities
|
|
|
|
CUSIP
Number
|
|
|
|
Acceptance
Priority
Level
|
|
|
|
Aggregate
Maximum
Purchase
Sublimit*
|
|
|
|
Early Tender
Payment**
|
|
|
|
U.S. Treasury
Reference
Security
|
|
|
|
U.S. Treasury
Reference
Yield
|
|
|
|
Fixed
Spread (bps)
|
|
|
|
Total
Consideration
**
|
|
|
|
Tender Offer
Consideration
***
|
9.950%
Notes due
2038
|
|
|
|
02209SAE3
|
|
|
|
|
|
|
|
|
|
|
|
$30
|
|
|
|
2.875% due
05/15/2043
|
|
|
|
3.885%
|
|
|
|
198
|
|
|
|
$1,531.85
|
|
|
|
$1,501.85
|
|
|
|
|
|
|
|
|
1
|
|
|
|
$1,600,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.200%
Notes due
2039
|
|
|
|
02209SAH6
|
|
|
|
|
|
|
|
|
|
|
|
$30
|
|
|
|
2.875% due
05/15/2043
|
|
|
|
3.885%
|
|
|
|
198
|
|
|
|
$1,566.68
|
|
|
|
$1,536.68
|
9.700%
Notes due
2018
|
|
|
|
02209SAD5
|
|
|
|
|
|
|
|
|
|
|
|
$30
|
|
|
|
1.375% due
09/30/2018
|
|
|
|
1.403%
|
|
|
|
95
|
|
|
|
$1,341.74
|
|
|
|
$1,311.74
|
|
|
|
|
|
|
|
|
2
|
|
|
|
Not Applicable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.250%
Notes due
2019
|
|
|
|
02209SAJ2
|
|
|
|
|
|
|
|
|
|
|
|
$30
|
|
|
|
1.375% due
09/30/2018
|
|
|
|
1.403%
|
|
|
|
135
|
|
|
|
$1,340.19
|
|
|
|
$1,310.19
|
*Applies to the aggregate principal amount of Notes with Acceptance
Priority Level 1.
**Per $1,000 principal amount of Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline and accepted for
purchase.
***Per $1,000 principal amount of Notes validly tendered after the Early
Tender Deadline and accepted for purchase.
For the Notes validly tendered and not validly withdrawn at or prior to
the Early Tender Deadline and accepted for purchase, the applicable
total consideration per $1,000 principal amount of each series of Notes
(for each series, the “Total Consideration”) is as specified in the
table above. The Total Consideration includes the Early Tender Payment.
Holders of the Notes tendered after the Early Tender Deadline and at or
prior to the Expiration Date and accepted for purchase will receive only
the applicable Tender Offer Consideration, namely the applicable Total
Consideration less the Early Tender Payment.
In addition, holders whose Notes are purchased in the tender offer will
be paid accrued and unpaid interest on their purchased Notes from the
applicable last interest payment date up to, but not including, the
payment date for such purchased Notes. The conditions to the tender
offer have been satisfied; therefore, payment for the purchased Notes
will be made today.
Goldman, Sachs & Co., RBS Securities Inc. and Deutsche Bank Securities
Inc. have acted as the lead dealer managers for the tender offer.
Investors with questions may contact Goldman, Sachs & Co. at (800)
828-3182 (toll-free) or (212) 902-6595 (collect) and RBS Securities Inc.
at (877) 297-9832 (toll-free) or (203) 897-6145 (collect). Global
Bondholder Services Corporation is the Information Agent and Depositary
and can be contacted at the following numbers: banks and brokers can
call (212) 430-3774 (collect), and all others can call (866) 470-4200
(toll-free).
This press release is neither an offer to sell nor a solicitation of
offers to buy any securities. The tender offer was made only pursuant to
the Offer to Purchase and the related Letter of Transmittal, as amended
by Altria’s press release on November 12, 2013. The tender offer was not
made to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue
sky or other laws of such jurisdiction. Please refer to the Offer to
Purchase and related Letter of Transmittal for a description of offer
terms, conditions, disclaimers, and other information applicable to the
tender offer.
Altria’s Profile
Altria directly or indirectly owns 100% of each of Philip Morris USA
Inc., U.S. Smokeless Tobacco Company LLC, John Middleton Co., Nu Mark
LLC, Ste. Michelle Wine Estates Ltd. (Ste. Michelle) and Philip Morris
Capital Corporation. Altria holds a continuing economic and voting
interest in SABMiller plc.
The brand portfolios of Altria’s tobacco operating companies include Marlboro®,
Black & Mild®, Copenhagen®, Skoal® and MarkTen™.
Ste. Michelle produces and markets premium wines sold under various
labels, including Chateau Ste. Michelle®, Columbia Crest®, 14
Hands® and Stag’s Leap Wine Cellars®, and it imports and
markets Antinori®, Champagne Nicolas Feuillatte™ and Villa
Maria Estate™ products in the United States. Trademarks and service
marks related to Altria referenced in this release are the property of
Altria or its subsidiaries or are used with permission. More information
about Altria is available at altria.com.
Copyright Business Wire 2013