8-KOther EventsExhibits & Filings

ALTRIA GROUP, INC. 8-K Report, Corporate Update (Feb 15, 2008)

Filed February 15, 2008For Securities:MO

Summary

Altria Group, Inc. (MO) filed an 8-K on February 15, 2008, reporting on the progress of its cash tender offers and consent solicitations for its outstanding USD Notes and its subsidiary Altria Finance's EUR Bonds. The company announced that it has received the necessary consents from holders of its USD Notes to implement proposed amendments to the governing indentures. These amendments are contingent upon Altria accepting for payment the validly tendered USD Notes and consents. In conjunction with these developments, Altria has executed supplemental indentures to reflect these changes. The company also extended the consent payment terms to all holders who tender notes or deliver consents by the offer expiration, indicating a move to facilitate broader participation and potential debt restructuring.

Key Highlights

  • 1Altria Group and Altria Finance are conducting cash tender offers and consent solicitations for USD Notes and EUR Bonds, respectively.
  • 2Altria has successfully obtained the requisite consents for its outstanding USD Notes.
  • 3Supplemental indentures have been executed for the USD Notes to incorporate the approved amendments.
  • 4The effectiveness of these amendments is conditional upon Altria accepting tendered USD Notes and consents for payment.
  • 5The terms of the tender offers and consent solicitations have been amended to make the consent payment available to all holders who validly tender notes or deliver consents.
  • 6This filing incorporates by reference a press release dated February 13, 2008, detailing these events and the terms of the offers.

Frequently Asked Questions

The primary purpose of this 8-K filing is to update investors on the status of Altria Group's ongoing cash tender offers and consent solicitations for its debt securities, specifically USD Notes and EUR Bonds, and to report the successful receipt of consents for the USD Notes.

Receiving the 'requisite consents' means that Altria has obtained approval from a sufficient number of USD Note holders, as required by the original indenture terms, to implement proposed amendments to those indentures. These amendments are detailed in the executed Supplemental Indentures.

The amendments outlined in the Supplemental Indentures will become operative only when Altria formally accepts for payment the USD Notes that have been validly tendered along with their associated consents.

Yes, Altria and Altria Finance have amended the terms of their respective tender offers and consent solicitations. The key change is that the consent payment is now available to all holders who validly tender their Notes and deliver related consents, or who validly deliver consents without tendering the Notes, prior to the expiration of the offers.