Altria begins cash tender offer for 14 series of notes in five pools

By Taylor Fox

New York, Feb. 1 – Altria Group, Inc. announced a cash tender offer for up to $3.65 billion from 14 series of outstanding senior notes in five pools, according to a news release.

The notes included in the offer, by priority, are listed below.

Pool 1

Up to $500 million of the outstanding:

• $1.9 billion 2.85% notes due 2022 (Cusip: 02209SAN3) with pricing to be based on the 0.125% Treasury note due Jan. 31, 2023 plus 10 basis points for a hypothetical total consideration of $1,038.72 per $1,000 notes; and

• $350 million 2.95% notes due 2023 (Cusip: 02209SAP8) with pricing to be based on the 0.125% Treasury note due Jan. 31, 2023 plus 15 bps for a hypothetical total consideration of $1,058.91.72 per $1,000 notes.

Pool 2

Up to $1 billion of the outstanding:

• $1.4 billion 4% notes due 2024 (Cusip: 02209SAS2) with pricing to be based on the 0.125% Treasury note due Jan. 15, 2024 plus 25 bps for a hypothetical total consideration of $1,104.35 per $1,000 notes; and

• $1 billion 3.8% notes due 2024 (Cusip: 02209SBB8) with pricing to be based on the 0.125% Treasury note due Jan. 15, 2024 plus 25 bps for a hypothetical total consideration of $1,097.02 per $1,000 notes.

Pool 3

Up to $500 million of the outstanding:

• $1.5 billion 4.4% notes due 2026 (Cusip: 02209SBC6) with pricing to be based on the 0.375% Treasury note due Jan. 31, 2026 plus 45 bps for a hypothetical total consideration of $1,165.17 per $1,000 notes;

• $500 million 2.625% notes due 2025 (Cusip: 02209SAU7) with pricing to be based on the 0.375% Treasury note due Jan. 31, 2026 plus 55 bps for a hypothetical total consideration of $1,084.49 per $1,000 notes; and

• $750 million 2.35% notes due 2025 (Cusip: 02209SBH5) with pricing to be based on the 0.375% Treasury note due Jan. 31, 2026 plus 40 bps for a hypothetical total consideration of $1,061.09 per $1,000 notes.

Pool 4

Up to $1.2 billion of the $3 billion outstanding 4.8% notes due 2029 (Cusip: 02209SBD4) with pricing to be based on the 0.875% Treasury note due Nov. 15, 2030 plus 90 bps for a hypothetical total consideration of $1,200.96 per $1,000 notes.

Pool 5

Up to $450 million of the outstanding:

• $241,733,000 9.95% notes due 2038 (Cusip: 02209SAE3) with pricing to be based on the 1.625% Treasury note due Nov. 15, 2050 plus 235 bps for a hypothetical total consideration of $1,1713.67 per $1,000 notes;

• $225,708,000 10.2% notes due 2039 (Cusip: 02209SAH6) with pricing to be based on the 1.625% Treasury note due Nov. 15, 2050 plus 235 bps for a hypothetical total consideration of $1,751.56 per $1,000 notes;

• $500 million 6.2% notes due 2059 (Cusip: 02209SBG7) with pricing to be based on the 1.625% Treasury note due Nov. 15, 2050 plus 220 bps for a hypothetical total consideration of $1,412.78 per $1,000 notes;

• $2 billion 5.8% notes due 2044 (Cusip: 02209SBE2) with pricing to be based on the 1.625% Treasury note due Nov. 15, 2050 plus 145 bps for a hypothetical total consideration of $1,330.18 per $1,000 notes;

• $1.8 billion 5.375% notes due 2044 (Cusip: 02209SAR4) with pricing to be based on the 1.625% Treasury note due Nov. 15, 2050 plus 175 bps for a hypothetical total consideration of $1,275.63 per $1,000 notes; and

• $2.5 billion 5.95% notes due 2049 (Cusip: 02209SBF9) with pricing to be based on the 1.625% Treasury note due Nov. 15, 2050 plus 185 bps for a hypothetical total consideration of $1,386.13 per $1,000 notes.

Details

Notes tendered by the 5 p.m. ET Feb. 12 early tender date will receive the total consideration, which will be priced at 10 a.m. ET Feb. 16, plus interest.

The hypothetical total considerations include a $30 early tender premium.

If holders tender more notes in the tender offers than they expect to be accepted for purchase by Altria based on the maximum amount and/or the maximum amounts and Altria subsequently accepts more than such holders expected of such notes tendered as a result of a change, increase or decrease of the aggregate maximum amount and/or the maximum amounts, such holders will not be able to withdraw any of their previously tendered notes.

The tender offers are not conditioned on any minimum principal amount of notes being tendered but the tender offers are subject to a financing condition and certain other general conditions.

The early tender deadline and withdrawal date is 5 p.m. ET on Feb. 12.

The early settlement date is expected to be Feb. 18.

The offer will expire at 11:59 p.m. ET March 1.

The final settlement date is expected to be March 4.

Global Bondholder Services Corp. (212 430-3774; contact@gbsc-usa.com) is the information agent.

Credit Suisse Securities (USA) LLC (800 820-1653, 212 325-2476), Deutsche Bank Securities Inc. (866 627-0391, 212 250-2955), Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057), Citigroup Global Markets Inc. and Mizuho Securities USA LLC are dealer managers.

Altria is a tobacco company based in Richmond, Va.

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