The tender offer for the Notes will expire at 12:00 midnight, New York City time, on Monday, November 25, 2013, 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, November 8, 2013, 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 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 Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on Friday, November 8, 2013, unless extended by Altria (as may be extended, the “Withdrawal Deadline”), but may not be withdrawn after the Withdrawal Deadline.
For Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase, the applicable total consideration per $1,000 principal amount of each series of Notes (for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”) will be a price determined as described in the Offer to Purchase intended to result in a yield to maturity (calculated in accordance with standard market practice) equal to the sum of (i) the yield to maturity for the applicable United States Treasury (“UST”) Reference Security specified in the table above, calculated based on the bid-side price of such UST Reference Security as of 11:00 a.m., New York City time, on Tuesday, November 12, 2013 (being the first business day following the Early Tender Deadline), plus (ii) the applicable Fixed Spread specified in the table above. The Total Consideration includes the Early Tender Payment specified in the table above.
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