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 tender offer is subject to the satisfaction or waiver of certain conditions, as specified in the Offer to Purchase, including the issuance of the New Notes prior to the Expiration Date on terms and conditions satisfactory to Altria.
Altria is also commencing an underwritten public offering of New Notes under its effective shelf registration statement on Form S-3 that was previously filed by Altria with the Securities and Exchange Commission (the “SEC”). Altria expects to use the net proceeds from the issuance of the New Notes to fund the purchase of the Notes accepted in the tender offer and for general corporate purposes.
Information Relating to the Tender Offer
Goldman, Sachs & Co., RBS Securities Inc. and Deutsche Bank Securities, Inc. are acting 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. 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 is being made only pursuant to the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being 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. None of Altria, the Dealer Managers, the Depositary, the Information Agent or the trustee for the Notes makes any recommendation in connection with the tender offer. Please refer to the Offer to Purchase for a description of offer terms, conditions, disclaimers and other information applicable to the tender offer. The offering of the New Notes is being made only by means of a prospectus and related prospectus supplement, copies of which may be obtained, when available, by visiting the SEC’s website at
or by contacting Goldman, Sachs & Co. by mail at Prospectus Department, 200 West Street, New York, NY, 10282, by telephone at (866) 471-2526, by facsimile at (212) 902-9316, or by email at
or by contacting RBS Securities Inc. by mail at 600 Washington Boulevard, Stamford, CT 06901, Attention: Syndicate, or by telephone at (866) 844-2071.
2013 Full-Year EPS Guidance
Altria expects to record a one-time pre-tax charge of approximately $1.1 billion, or $0.35 per share, against reported earnings in the fourth quarter of 2013, reflecting the estimated loss on early extinguishment of debt related to the tender offer (the “Estimated Charge”). The Estimated Charge assumes current market pricing and that $2.0 billion in Notes are tendered. The final pre-tax charge will vary to the extent that the pricing and amount of Notes tendered differ from Altria’s original assumptions.