8-KAcquisitions & DispositionsFinancial EventsExhibits & Filings

ALTRIA GROUP, INC. 8-K Report, Acquisition Completed (Jan 6, 2009)

Filed January 6, 2009For Securities:MO

Summary

This Form 8-K filing from Altria Group, Inc. (MO) on January 6, 2009, announces the completion of its acquisition of UST Inc. The merger, effective January 6, 2009, involved Altria's indirect wholly-owned subsidiary, Armchair Merger Sub, Inc., merging with UST Inc. UST Inc. will continue as the surviving corporation and become an indirect wholly-owned subsidiary of Altria. The transaction was valued at approximately $11.7 billion, including the assumption of $1.3 billion in debt. Each share of UST common stock was converted into $69.50 in cash. Altria financed this acquisition through a combination of existing cash reserves and debt financing, including drawing down the full $4.307 billion available under its previously established 364-Day Bridge Loan Agreement.

Key Highlights

  • 1Completion of the acquisition of UST Inc. by Altria Group, Inc. effective January 6, 2009.
  • 2The merger was valued at approximately $11.7 billion, including $1.3 billion of assumed debt.
  • 3UST Inc. shareholders received $69.50 in cash per share for their UST common stock.
  • 4Altria financed the acquisition using cash on hand and debt.
  • 5Altria drew down the full $4.307 billion available under its 364-Day Bridge Loan Agreement to fund the transaction.
  • 6Philip Morris USA Inc. has guaranteed Altria's obligations under the Bridge Loan Agreement.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the completion of Altria Group's acquisition of UST Inc. It provides details on the effective date, the transaction structure, and the financial considerations involved in the merger.

Altria financed the acquisition of UST Inc. through a combination of existing cash on hand and debt financing. Specifically, they drew down the full $4.307 billion available under their 364-Day Bridge Loan Agreement.

The total value of the acquisition was approximately $11.7 billion, which includes the assumption of approximately $1.3 billion in debt from UST Inc.

The filing states that the required financial statements for the acquired business (UST Inc.) and pro forma financial information will be filed by amendment within 71 calendar days after the due date of this report.