Altria Group, Inc. (Altria) Announces Expiration of Tender Offers and Consent Solicitations |
NEW YORK, Feb 29, 2008 (BUSINESS WIRE) -- Regulatory News:
Altria Group, Inc. (NYSE: MO) today announced the expiration and
results of 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").
The tender offers and consent solicitations expired 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 (in each case,
an "Expiration Date"). The tender offers and consent solicitations are
expected to result in first quarter 2008 charges of approximately $400
million. Of this amount, approximately $100 million is estimated to be
tender and consent-related premiums.
The following table presents the results of the tender offers and
consent solicitations for the USD Notes as of the Expiration Date
therefor:
USD Notes
Total
Percentage
Aggregate of
Principal Out-
Aggregate Amount of standing
Principal USD USD
Outstanding Amount of Consents Notes/
Title of CUSIP Principal USD Notes Delivered Consents
Securities Number Amount Tendered Separately Tendered
----------------------------------------------------------------------
7.650%
Notes
due
2008 718154CC9 $350,000,000 $256,872,000 $7,859,000 75.64%
5.625%
Notes
due
2008 02209SAB9 $500,000,000 $350,620,000 $9,108,000 71.95%
7.000%
Notes
due
2013 02209SAA1 $1,000,000,000 $940,749,000 $3,004,000 94.38%
7.750%
Debentures
due
2027 718154CF2 $750,000,000 $707,807,000 $5,051,000 95.05%
----------------------------------------------------------------------
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 has accepted for payment (1) all USD
Notes validly tendered and not validly withdrawn pursuant to the
tender offers and (2) all consents validly delivered without the
tender of the related USD Notes and not validly revoked pursuant to
the consent solicitations prior to the Expiration Date therefor.
As previously announced, Altria received the requisite consents to
enter into supplemental indentures to amend the indentures governing
the USD Notes, and Altria and the trustee have executed and delivered
such supplemental indentures. The amendments set forth in the
supplemental indentures became operative upon Altria's acceptance of
the USD Notes and consents listed above for payment.
The following table presents the results of the tender offer and
consent solicitation for the EUR Bonds as of the Expiration Date
therefor:
EUR Bonds
Total
Percent-
age
of
Aggregate Out-
Aggregate Principal standing
Title Principal Amount of EUR
of Outstanding Amount of EUR Consents Bonds/
Sec- ISIN/ Principal EUR Bonds Delivered Consents
urities WKN Amount Tendered Separately Tendered
----------------------------------------------------------------------
5.625% DE0002484557/
Bearer 248455
Bonds
1998/ EUR EUR EUR
2008 1,022,583,762.39 372,907,764.56 69,968,395.09 43.31%
Pursuant to the terms and conditions set forth in Altria Finance's
Offer to Purchase and Consent Solicitation Statement, dated January
31, 2008, for the EUR Bonds, as amended by Altria's press releases,
dated February 13, 2008 and February 27, 2008, Altria Finance has
accepted 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 therefor.
Altria and Altria Finance expect that payment for Notes validly
tendered pursuant to the tender offers and consents validly delivered
pursuant to the consent solicitations will be made on March 5, 2008.
Altria's tender offers and consent solicitations were 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 was made pursuant to the terms and conditions set forth
in Altria Finance's Offer to Purchase and Consent Solicitation
Statement, dated January 31, 2008, for the EUR Bonds, as amended by
Altria's press releases, dated February 13, 2008 and February 27,
2008.
Please refer to the tender offer and consent solicitation
documents for the complete terms of the tender offers and consent
solicitations.
Information Relating to Tender Offers and Consent Solicitations
Goldman, Sachs & Co. and Citi acted as 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 (212) 723-6106 or (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
acted as 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 have been 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. Please refer to the offer documents for a description of
offer terms, conditions, disclaimers, and risk factors.
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-K for the period ended December 31, 2007 for a
discussion of the risks and uncertainties to which Altria is subject.
SOURCE: Altria Group, Inc.
Altria Investor Relations Line
917-663-2200
or
Altria Media Center
917-663-2144
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