Altria Group, Inc. (Altria) Announces Tender Offers and Consent Solicitations
31 1월 2008 - 10:34PM
UK Regulatory
Altria Group Inc
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.
Altria Investor Relations Line
(917) 663-2200
Altria Media Center
(917) 663-2144
Altria Group (LSE:ALA)
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