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Altria Announces Expiration Of Debt Tender Offer And Final Results

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The total aggregate principal amount of Notes validly tendered at or prior to the Expiration Date and not validly withdrawn was $3,809,651,000, which amount exceeds the Tender Cap.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aggregate principal amount of the 2019 Notes were validly tendered at or prior to the Expiration Date and not validly withdrawn.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.

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