On November 1, 2023, Altria Group, Inc. (the “Company”) issued $500,000,000 aggregate principal amount of its 6.200% Notes due 2028 (the “2028 Notes”) and $500,000,000 aggregate principal amount of its 6.875% Notes due 2033 (the “2033 Notes” and, together with the 2028 Notes, the “Notes”). The Notes were issued pursuant to an Indenture (the “Indenture”), dated as of November 4, 2008, among the Company, Philip Morris USA Inc., a wholly owned subsidiary of the Company (“PM USA”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Each series of Notes is guaranteed by PM USA. PM USA’s guarantees were issued pursuant to the Indenture and are evidenced by guarantee agreements made by PM USA in favor of the Trustee for the Notes (the “Guarantee Agreements”).
The Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The Guarantee Agreements are PM USA’s senior unsecured obligations and rank equally in right of payment with all of PM USA’s existing and future senior unsecured indebtedness.
On October 30, 2023, the Company and PM USA entered into a Terms Agreement (the “Terms Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell the Notes to the Underwriters. The provisions of an Underwriting Agreement, dated as of November 4, 2008 (the “Underwriting Agreement”), are incorporated by reference in the Terms Agreement.
Interest on the Notes is payable semiannually on May 1 and November 1 of each year, commencing May 1, 2024, to holders of record on the preceding April 15 or October 15, as the case may be.
The 2028 Notes will mature on November 1, 2028 and the 2033 Notes will mature on November 1, 2033.
The Company has filed a Prospectus, dated October 26, 2023 (Registration No. 333-275173), and a Prospectus Supplement, dated October 30, 2023, with the Securities and Exchange Commission in connection with the public offering of the Notes.
The descriptions of the Underwriting Agreement, the Terms Agreement and the Guarantee Agreements are qualified in their entirety by the terms of such agreements themselves. Please refer to such agreements, the Indenture and the form of Notes, each of which is incorporated herein by reference and is an exhibit to this report as Exhibits 1.1, 1.2, 4.1, 4.2, 4.3, 4.4 and 4.5.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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| 1.1 | | Underwriting Agreement, dated November 4, 2008 (incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement on Form S-3 filed on November 4, 2008 (No. 333-155009)) |
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| 1.2 | | Terms Agreement, dated October 30, 2023, among the Company, Barclays Capital Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein |
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| 4.1 | | Indenture among Altria Group, Inc., as Issuer, Philip Morris USA Inc., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of November 4, 2008 (incorporated by reference to Altria Group, Inc.’s Registration Statement on Form S-3 filed on November 4, 2008 (No. 333-155009)) |
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| 4.2 | | Guarantee Agreement 6.200% Notes due 2028 |
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| 4.3 | | Guarantee Agreement 6.875% Notes due 2033 |
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| 4.4 | | Form of 6.200% Notes due 2028 |
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| 4.5 | | Form of 6.875% Notes due 2033 |
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| 5.1 | | Opinion of McGuireWoods LLP |
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| 104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101) |
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