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Altria Announces Cash Tender Offer For A Portion Of Its Long-Term Debt

Stocks in this article: MO

Upon the terms and subject to the conditions of the tender offer, if the aggregate principal amount of Notes with Acceptance Priority Level 1 validly tendered and not validly withdrawn is less than the Tender Cap, Altria will accept for purchase Notes validly tendered and not validly withdrawn with Acceptance Priority Level 2, provided that in no event will the aggregate principal amount of Acceptance Priority Level 2 Notes purchased exceed a purchase sublimit of $500,000,000 (the “Aggregate Maximum Purchase Sublimit”). If the aggregate principal amount of such Acceptance Priority Level 2 Notes validly tendered and not validly withdrawn exceeds the Aggregate Maximum Purchase Sublimit or the Tender Cap, as applicable, Altria will accept such Notes for purchase on a prorated basis as described in the Offer to Purchase, in an aggregate principal amount equal to the lesser of the Aggregate Maximum Purchase Sublimit and the Tender Cap remaining available for application to Acceptance Priority Level 2 Notes following the purchase of Acceptance Level Priority 1 Notes. Subject to applicable law, Altria has the right to increase or decrease the Tender Cap and/or the Aggregate Maximum Purchase Sublimit at its discretion. Altria may increase or decrease the Tender Cap and/or the Aggregate Maximum Purchase Sublimit after the Withdrawal Deadline (as defined below) without extending the withdrawal rights.

The tender offer for the Notes will expire at 12:00 midnight, New York City time, on Friday, August 31, 2012, unless extended or earlier terminated (the “Expiration Date”) by Altria. Holders who wish to be eligible to receive the Total Consideration (as defined below), which includes an Early Tender Payment specified in the table above, must validly tender and not validly withdraw their Notes at any time at or prior to 5:00 p.m., New York City time, on Friday, August 17, 2012, unless extended or earlier terminated (the “Early Tender Deadline”) by Altria. Holders tendering their Notes after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the tender offer consideration, namely the Total Consideration (as defined below) less the Early Tender Payment specified in the table above. Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 17, 2012, unless extended by Altria (the “Withdrawal Deadline”). Notes may not be withdrawn after the Withdrawal Deadline.

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