Altria Group, Inc. (Altria) Announces Pricing of Tender Offers and Consent Solicitations |
NEW YORK--(BUSINESS WIRE)--Feb. 27, 2008--Regulatory News:
Altria Group, Inc. (NYSE: MO) today announced the pricing terms
for the previously announced cash tender offers and consent
solicitations by Altria and its subsidiary, Altria Finance (Cayman
Islands) Ltd. ("Altria Finance"), for any and all of Altria's
outstanding notes and debentures denominated in U.S. dollars ("USD
Notes") and Altria Finance's bearer bonds denominated in Euros ("EUR
Bonds"), in each case listed in the tables below (collectively,
"Notes").
USD Notes
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Consent
Payment
Bloom- UST (Per
berg Refer- $1,000
Title UST Refer- ence Fixed Princi- Total
of CUSIP Reference ence Security Spread pal Consider-
Securities Number Security Page Yield (bps) Amount) ation
----------------------------------------------------------------------
7.650% 5.125%
Notes due due
2008 718154CC9 6/30/08 PX3 2.035% 15 $1.00 $1,017.39
5.625% 4.875%
Notes due due
2008 02209SAB9 10/31/08 PX3 2.017% 15 $1.00 $1,022.64
7.000% 4.250%
Notes due due
2013 02209SAA1 11/15/13 PX6 3.081% 50 $12.50 $1,173.80
7.750% 4.750%
Debentures due
due 2027 718154CF2 2/15/37 PX8 4.682% 75 $25.00 $1,271.34
----------------------------------------------------------------------
EUR Bonds
Consent
Payment
BKO (Per
Refer- EUR
Title BKO Reuters ence 1,000
of Refer- Refer- Secur- Fixed Prin- Total
Secur- ence ence ity Spread cipal Consid-
ities ISIN/WKN Security Page Yield (bps) Amount)eration
(1)
----------------------------------------------------------------------
5.625% 3.250%
Bearer Bundesschat-
Bonds zanweisung
1998/ DE0002484557/ due 6/13/08 EUR EUR
2008 248455 DE0001137149 0#DETSYS= 3.920% 15 1.00 1,004.18
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The total consideration for each $1,000 principal amount of USD
Notes or each EUR 1,000(1) principal amount of EUR Bonds (the "Total
Consideration"), as applicable, validly tendered and not withdrawn
prior to the expiration of the tender offers and consent solicitations
at 5:00 p.m., New York City time, on Friday, February 29, 2008, in the
case of the tender offers and consent solicitations for the USD Notes,
and 5:00 p.m., Frankfurt time, on Friday, February 29, 2008, in the
case of the tender offer and consent solicitation for the EUR Bonds,
unless extended or earlier terminated (each, an "Expiration Date"),
equals 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, on
Wednesday, February 27, 2008); plus
-- the fixed spread specified for that series in the tables
above.
The Total Consideration for each series of Notes includes the
consent payment for each $1,000 principal amount of USD Notes or each
EUR 1,000(1) principal amount of EUR Bonds, as applicable, 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 applicable Expiration Date
will be eligible to receive only the consent payment specified in the
tables above. Altria and Altria Finance expect that payment for Notes
accepted for payment pursuant to the tender offers and consents
accepted for payment pursuant to the consent solicitations will be
made on March 5, 2008, subject to the terms and conditions of the
tender offers and consent solicitations.
As of 5:00 p.m., Frankfurt time, on February 27, 2008, Altria
Finance had received tenders of EUR Bonds and tenders of consents
without the tender of the related EUR Bonds representing 40.97% of the
outstanding aggregate principal amount of the EUR Bonds. Altria
Finance intends to accept for payment (1) all EUR Bonds validly
tendered and not validly withdrawn pursuant to the tender offer and
(2) all consents validly delivered without the tender of the related
EUR Bonds and not validly revoked pursuant to the consent solicitation
prior to the Expiration Date for its tender offer and consent
solicitation, regardless of whether it receives consents in respect of
a majority in outstanding aggregate principal amount of the EUR Bonds
and Altria enters into the supplemental guarantee prior to such
Expiration Date.
Each of the tender offers and consent solicitations remains open
and is scheduled to expire on the applicable Expiration Date.
Altria's tender offers and consent solicitations are being made
pursuant to the terms and conditions set forth in Altria's Offer to
Purchase and Consent Solicitation Statement, dated January 31, 2008,
and the related Letter of Transmittal and Consent for the USD Notes,
as amended by Altria's press releases, dated February 8, 2008 and
February 13, 2008. Altria Finance's tender offer and consent
solicitation is being made pursuant to the terms and conditions set
forth in Altria Finance's Offer to Purchase and Consent Solicitation
Statement for the EUR Bonds, dated January 31, 2008, as amended by
Altria's press release, dated February 13, 2008.
Please refer to the tender offer and consent solicitation
documents for the complete terms of the tender offers and consent
solicitations. 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) 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 tender offers
and consent solicitations for 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 for the tender offers and consent
solicitations for the USD Notes 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 tender offer and consent solicitation for
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 for the tender
offer and consent solicitation for the EUR Bonds 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 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 of 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
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
Altria Finance's 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
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
or
Altria Media Center
917-663-2144
SOURCE: Altria Group, Inc.
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