UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2016
ALTRIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Virginia | 1-08940 | 13-3260245 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
6601 West Broad Street, Richmond, Virginia | 23230 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (804) 274-2200
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Events. |
On September 13, 2016, Altria Group, Inc. (Altria) issued a press release announcing that it has commenced a cash tender offer (the Tender Offer) for any and all of its senior unsecured notes identified in the press release (the Notes). A copy of the press release is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K. Concurrently, Altria has commenced an underwritten public offering of new senior unsecured notes (the New Notes).
This Current Report on Form 8-K 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, the related Letter of Transmittal and the Notice of Guaranteed Delivery. 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. The offering of New Notes is being made only by means of a prospectus and a related prospectus supplement, which may be obtained by visiting the Securities and Exchange Commissions website at www.sec.gov.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
99.1 | Altria Group, Inc. Press Release, dated September 13, 2016 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ALTRIA GROUP, INC. | ||
By: | /s/ W. HILDEBRANDT SURGNER, JR. | |
Name: | W. Hildebrandt Surgner, Jr. | |
Title: | Corporate Secretary and | |
Senior Assistant General Counsel |
DATE: September 13, 2016
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EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Altria Group, Inc. Press Release, dated September 13, 2016 |
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Exhibit 99.1
ALTRIA ANNOUNCES CASH TENDER OFFER
FOR ANY AND ALL OF ITS 9.95% NOTES DUE 2038
AND ANY AND ALL OF ITS 10.20% NOTES DUE 2039
| Altria commences a cash tender offer for any and all of its 9.95% Notes due 2038 and any and all of its 10.20% Notes due 2039, in connection with which it expects to record a one-time charge against reported earnings in the third quarter of 2016. |
| Altria also commences an offering of new senior unsecured debt. |
RICHMOND, Va. September 13, 2016 Altria Group, Inc. (Altria) (NYSE: MO) today announced that it is commencing a cash tender offer for any and all of its senior unsecured 9.95% Notes due 2038 (the 2038 Notes) and any and all of its senior unsecured 10.20% Notes due 2039 (the 2039 Notes and, together with the 2038 Notes, the Notes). Concurrently, Altria is commencing an underwritten public offering of new senior unsecured notes (the New Notes). Altria expects these transactions to reduce its weighted average coupon rate and ongoing interest expense and extend the weighted average maturity of its debt. The tender offer will expire at 5:00 p.m., New York City time, on Monday, September 19, 2016, unless extended or earlier terminated by Altria (the Expiration Time).
The terms and conditions of the tender offer are described in the Offer to Purchase, dated September 13, 2016 and the related Letter of Transmittal and Notice of Guaranteed Delivery. The following table sets forth certain information relating to pricing for the tender offer.
Title of Securities |
CUSIP Number | Outstanding Principal Amount |
U.S. Treasury Reference Security |
Fixed Spread (bps) |
Bloomberg Reference Page |
|||||||||||||||
9.95% Notes due 2038 |
02209SAE3 | $ | 682,321,000 | 2.500% due 05/15/2046 | 167 | FIT1 | ||||||||||||||
10.20% Notes due 2039 |
02209SAH6 | $ | 717,708,000 | 2.500% due 05/15/2046 | 167 | FIT1 |
Upon the terms and subject to the conditions of the tender offer, all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time will be accepted for purchase. Altria reserves the right to terminate or withdraw the tender offer for the Notes, subject to applicable law. In the event of a termination or withdrawal of the tender offer, Notes tendered and not accepted for purchase pursuant to the tender offer will be promptly returned to the tendering holders.
Holders who wish to be eligible to receive the Total Consideration (as defined below) must validly tender and not validly withdraw their Notes at any time at or prior to the Expiration Time. Tendered Notes may be withdrawn at any time at or prior to the earlier of (i) the Expiration Time, and (ii) if the tender offer is extended, the 10th business day after commencement of the tender offer. Notes
6601 West Broad Street, Richmond, VA 23230
subject to the tender offer may also be validly withdrawn in the event the tender offer has not been consummated within 60 business days after commencement.
The applicable total consideration per $1,000 principal amount of each series of Notes (for each series of Notes, the Total Consideration) will be a price (calculated in accordance with standard market practice) determined as described in the Offer to Purchase by reference to a yield to maturity equal to the sum of (i) the yield to maturity for the United States Treasury (UST) Reference Security specified in the table above, calculated based on the bid-side price of such UST Reference Security as of 11:00 a.m., New York City time, on Monday, September 19, 2016, plus (ii) the applicable fixed spread specified in the table above.
In addition, holders whose Notes are purchased in the tender offer will be paid accrued and unpaid interest on their purchased Notes from the last applicable interest payment date up to, but not including, the payment date for such purchased Notes. Upon the terms and subject to the conditions of the tender offer, the settlement of the tender offer will occur promptly after the Expiration Time.
The tender offer is subject to the satisfaction or waiver of certain conditions, as specified in the Offer to Purchase.
Note Issuance
Altria intends to finance the purchase of validly tendered and accepted Notes with the net proceeds from its concurrent public offering of the New Notes, cash on hand or a combination of the net proceeds from the offering of the New Notes and cash on hand. Nothing contained herein shall constitute an offer of the New Notes.
The offering of the New Notes is being made only by means of a prospectus and related prospectus supplement, which may be obtained by visiting the Securities and Exchange Commissions website at www.sec.gov.
Information Relating to the Tender Offer
Deutsche Bank Securities Inc., Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as the Dealer Managers for the tender offer. Investors with questions may contact Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect), or Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-1039 (collect). 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) 470-3900 (toll-free).
Copies of the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery are available at the following web address: http://www.gbsc-usa.com/Altria/
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 and Notice of Guaranteed Delivery. 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
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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.
2016 Third Quarter Charge
Altria expects to record a one-time charge against reported earnings in the third quarter of 2016, reflecting the loss on early extinguishment of debt related to the tender offer. The charge will depend upon the pricing and amount of Notes purchased in the tender offer.
Altrias Profile
Altrias wholly-owned subsidiaries include Philip Morris USA Inc., U.S. Smokeless Tobacco Company LLC, John Middleton Co., Nu Mark LLC, Ste. Michelle Wine Estates Ltd. (Ste. Michelle) and Philip Morris Capital Corporation. Altria holds a continuing economic and voting interest in SABMiller plc.
The brand portfolios of Altrias tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal®, MarkTen® and Green Smoke®. Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle®, Columbia Crest®, 14 Hands® and Stags Leap Wine Cellars, and it imports and markets Antinori®, Champagne Nicolas Feuillatte, Torres® and Villa Maria Estate products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of Altria or its subsidiaries or are used with permission. More information about Altria is available at altria.com and on the Altria Investor app.
Source: Altria Group, Inc.
Altria Client Services
Investor Relations
804-484-8222 |
Altria Client Services
Media Relations
804-484-8897 |
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