Altria Group, Inc. (Altria) Announces Tender Offers and Consent Solicitations |
NEW YORK--(BUSINESS WIRE)--Jan. 31, 2008--Regulatory News:
Altria Group, Inc. (NYSE: MO) today announced that, in connection
with its planned spin-off of Philip Morris International Inc., Altria
and its subsidiary, Altria Finance (Cayman Islands) Ltd. ("Altria
Finance"), have commenced tender offers to purchase for cash $2.6
billion of notes and debentures denominated in USD and approximately
EUR 1.0 billion of bonds denominated in EUR, full details of which are
set forth in the tables below (collectively, "Notes").
In conjunction with the tender offers, Altria and Altria Finance
are soliciting from the holders of the Notes consents to amend the
indentures under which the USD Notes were issued or, in the case of
the EUR Bonds, Altria's guarantee thereof, to clarify the application
of certain provisions to the spin-off ("Consents"). While Altria
believes that the spin-off is not prohibited by such instruments, it
wishes to eliminate any uncertainty by amending such instruments.
Holders may either:
a) tender their Notes pursuant to the tender offers, and thereby
deliver related Consents pursuant to the consent solicitations; or
b) deliver Consents without tendering the related Notes pursuant
to the consent solicitations.
Please refer to the tender offer and consent solicitation
documents for the complete terms of the tender offers and consent
solicitations. The following tables set forth the USD Notes and EUR
Bonds subject to the tender offers and consent solicitations and
information relating to the pricing for the transactions.
USD Notes
----------------------------------------------------------------------
Consent
Bloom- Payment
berg (Per
Outstanding UST Fixed Refer- $1,000
Title of CUSIP Principal Reference Spread ence Principal
Securities Number Amount Security (bps) Page Amount)
----------------------------------------------------------------------
7.650% 5.125%
Notes due
due 2008 718154CC9 $350,000,000 6/30/08 15 PX3 $1.00
5.625% 4.875%
Notes due
due 2008 02209SAB9 $500,000,000 10/31/08 15 PX3 $1.00
7.000% 4.250%
Notes due
due 2013 02209SAA1 $1,000,000,000 11/15/13 50 PX6 $12.50
7.750% 4.750%
Debentures due
due 2027 718154CF2 $750,000,000 2/15/37 75 PX8 $25.00
----------------------------------------------------------------------
Total $2,600,000,000
EUR Bonds
----------------------------------------------------------------------
Consent
Payment
(Per
EUR
1,000
Title Reuters Princi-
of Outstanding BKO Fixed Refer- pal
Secur- Principal Reference Spread ence Amount)
ities ISIN/WKN Amount(1) Security (bps) Page (2)
----------------------------------------------------------------------
5.625% 3.250%
Bearer Bundesschat-
Bonds zanweisung
1998/ DE0002484557/ EUR due 6/13/08 EUR
2008 248455 1,022,583,762.39 DE0001137149 15 0#DETSYS= 1.00
The tender offers and consent solicitations for the USD Notes will
expire at 5:00 p.m., New York City time, and the tender offer and
consent solicitation for the EUR Bonds will expire at 5:00 p.m.,
Frankfurt time, in each case on Friday, February 29, 2008, unless
extended or earlier terminated ("Expiration Date"). Holders who wish
to receive the Total Consideration - as defined below - or the consent
payment, as applicable, must validly tender and not validly withdraw
their Notes or validly deliver and not validly revoke their Consents
at any time prior to 5:00 p.m., New York City time, in the case of the
tender offers and consent solicitations for the USD Notes, and 5:00
p.m., Frankfurt time, in the case of the tender offer and consent
solicitation for the EUR Bonds, in each case on Wednesday, February
13, 2008, unless extended or earlier terminated ("Consent Payment
Deadline").
For any Notes validly tendered and not withdrawn prior to the
Consent Payment Deadline, the Company will pay total consideration for
each $1,000 principal amount of USD Notes or each EUR 1,000(2)
principal amount of EUR Bonds (the "Total Consideration"), as
applicable, which will equal the present value of the Notes,
calculated as described in the offer documents based on:
-- the yield to maturity of the applicable reference security
specified for such Notes in the tables above (as calculated by
the applicable Dealer Managers in accordance with standard
market practice based on the bid-side price of such reference
security at 2:00 p.m., New York City time, for the USD Notes,
and 3:00 p.m., Frankfurt time, for the EUR Bonds, two business
days prior to the Expiration Date); plus
-- the fixed spread specified for that series in the tables
above.
The Total Consideration includes a consent payment specified in
the tables above.
Holders who tender their Notes after the Consent Payment Deadline
but before the Expiration Date will be eligible to receive the
applicable Total Consideration minus the applicable consent payment
specified in the tables above. In addition, holders whose Notes are
purchased in the tender offers will be paid accrued and unpaid
interest on their purchased Notes to, but not including, the payment
date for such purchased Notes. Holders who validly deliver consents
without tendering the related Notes prior to the Consent Payment
Deadline will be eligible to receive only the consent payment. Holders
who deliver consents without tendering the related Notes after the
Consent Payment Deadline will not receive the consent payment.
Each of the tender offers and consent solicitations is subject to
the satisfaction or waiver of certain conditions, as specified in the
tender offer and consent solicitation documents.
Note:
(1) The EUR Bonds were originally issued in an aggregate principal
amount of DM2.0 billion and subsequently redenominated in an aggregate
principal amount of EUR 1,022,583,762.39.
(2) Amounts shown per EUR 1,000 principal amount. The amount
payable per EUR 1,000 principal amount of EUR Bonds will be adjusted
proportionally for any EUR Bonds tendered in principal amounts of less
than EUR 1,000.
Information Relating to Tender Offers and Consent Solicitations
Goldman, Sachs & Co. and Citi are the Dealer Managers for the USD
Notes tender offers and Solicitation Agents for the USD Notes consent
solicitations. Investors with questions regarding the USD Notes may
contact Goldman, Sachs & Co. at (212) 357-4692 or (800) 828-3182
(toll-free) and Citi at (800) 558-3745 (toll-free). Global Bondholder
Services Corporation is the Information Agent and Depositary and can
be contacted at the following numbers: banks and brokers (212)
430-3774 (collect) , all others (866) 470-3700 (toll-free).
Goldman Sachs International and Deutsche Bank AG, London Branch
are the Dealer Managers for the EUR Bonds tender offer and
Solicitation Agents for the EUR Bonds consent solicitation. Investors
with questions regarding the EUR Bonds may contact Goldman Sachs
International at +44 (0) 20 7774 4686 and Deutsche Bank AG, London
Branch at +44 (0) 20 7545 8011. Deutsche Bank AG, London Branch is the
Tender Agent and can be contacted at +44 (0) 20 7547 5000.
This press release is neither an offer to sell nor a solicitation
of offers to buy any of these securities. The tender offers and
consent solicitations are being made only pursuant to the offer
documents, including the applicable Offer to Purchase and Consent
Solicitation Statement being distributed by Altria or Altria Finance,
as the case may be. The tender offers and consent solicitations are
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, Altria Finance, the Dealer Managers, the Solicitation Agents,
the Depositary, the Information Agent, Tender Agent, the Fiscal Agent
or the Trustee makes any recommendation in connection with the tender
offers or the consent solicitations. Please refer to the offer
documents for a description of offer terms, conditions, disclaimers,
and risk factors.
The distribution of the Offer to Purchase and Consent Solicitation
Statement for Altria Finance's tender offer and consent solicitation
in certain jurisdictions may be restricted by law. Persons into whose
possession Altria Finance's Offer to Purchase and Consent Solicitation
Statement comes are required by Altria Finance and the Dealer Managers
to inform themselves about and to observe any such restrictions.
United Kingdom
The communication the Offer to Purchase and Consent Solicitation
Statement for Altria Finance's tender offer and consent solicitation
is not being made and the document has not been approved by an
authorized person for the purpose of Section 21 of the Financial
Services and Markets Act 2000 ("FSMA"). Accordingly, the Offer to
Purchase and Consent Solicitation Statement for Altria Finance's
tender offer and consent solicitation is not being distributed to, and
must not be passed on to, the public in the United Kingdom. The
communication of the Offer to Purchase and Consent Solicitation
Statement for Altria Finance's tender offer and consent solicitation
or any other document issued in connection with Altria Finance's
tender offer and consent solicitation is directed only at those
persons in the United Kingdom falling within the definition of
Investment Professionals (as defined in Article 19(5) of the FSMA
(Financial Promotion) Order 2001 (the "Order") or persons who are
within Article 49 (2)(a) to (d) of the Order or any person to whom it
may otherwise lawfully be made (all such persons together being
referred to as "relevant persons"). The Offer to Purchase and Consent
Solicitation Statement (or any other document issued in connection
with Altria Finance's tender offer and consent solicitation) must not
be acted upon or relied upon by persons who are not relevant persons.
All applicable provisions of the FSMA must be complied with in respect
of anything done in relation to the EUR Bonds in, from or otherwise
involving the United Kingdom.
Belgium
In Belgium, Altria Finance's tender offer and consent solicitation
will not, directly or indirectly, be made to, or for the account of,
any person other than to qualifying institutional investors referred
to in article 3, 2o of the Belgian royal decree of 7 July 1999 on the
Public Nature of Financial Transactions, each acting on their own
account. This press release and the Offer to Purchase and Consent
Solicitation Statement for Altria Finance's tender offer and consent
solicitation have not been and will not be submitted to nor approved
by the Belgian Banking, Finance and Insurance Commission (Commission
Bancaire, Financiere et des Assurances/Commissie voor het Bank,
Financie en Assurantiewezen) and accordingly may not be used in
connection with any offer in Belgium, except as may otherwise be
permitted by law.
France
The Altria Finance's tender offer and consent solicitation are not
being made, directly or indirectly, to the public in the Republic of
France. The Offer to Purchase and Consent Solicitation Statement for
Altria Finance's tender offer and consent solicitation or any other
offering material relating thereto may not be distributed to the
public in the Republic of France and only qualified investors
(investisseurs qualifies), as defined in and in accordance with
Articles L.411-1 and L.411-2 of the French Code monetaire et financier
and Decree No. 98-880 dated 1 October 1998 are eligible to accept the
Tender Offer and Consent Solicitation. Neither this press release nor
the Offer to Purchase and Consent Solicitation Statement for Altria
Finance's tender offer and consent solicitation has been submitted for
clearance to the Autorite des Marches Financiers.
Italy
The Altria Finance's tender offer and consent solicitation are not
being made in the Republic of Italy. The tender offer and consent
solicitation, this press release and the Offer to Purchase and Consent
Solicitation Statement for Altria Finance's tender offer and consent
solicitation have not been submitted to the clearance procedure of the
Commissione Nazionale per le Societa e la Borsa (CONSOB) or the Bank
of Italy pursuant to Italian laws and regulations. Accordingly,
holders of EUR Bonds are hereby notified that, to the extent such
holders are Italian residents or persons located in the Republic of
Italy, Altria Finance's tender offer and consent solicitation is not
available to them and they may not tender their EUR Bonds or deliver
consents and, as such, any Electronic Tender Instruction received from
such persons shall be ineffective and void, and neither the Offer to
Purchase and Consent Solicitation Statement for Altria Finance's
tender offer and consent solicitation nor any other offering material
relating to the tender offer, the consent solicitation or the EUR
Bonds may be distributed or made available in the Republic of Italy.
Altria Group, Inc. Profile
As of December 31, 2007, Altria owned 100% of Philip Morris
International Inc., Philip Morris USA Inc., John Middleton, Inc. and
Philip Morris Capital Corporation, and approximately 28.6% of
SABMiller plc. The brand portfolio of Altria's tobacco operating
companies includes such well-known names as Marlboro, L&M, Parliament,
Virginia Slims and Black & Mild. Altria recorded 2007 net revenues
from continuing operations of $73.8 billion.
Trademarks and service marks mentioned in this release are the
registered property of, or licensed by, the subsidiaries of Altria
Group, Inc.
Forward-Looking Statements
This press release contains forward-looking statements that
involve a number of risks and uncertainties. Please refer to Altria
Group, Inc.'s Form 10-Q for the period ended September 30, 2007 for a
discussion of the risks and uncertainties to which Altria is subject.
CONTACT: Altria Investor Relations Line
(917) 663-2200
Altria Media Center
(917) 663-2144
SOURCE: Altria Group, Inc.
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