8-KRegulation FDOther EventsExhibits & Filings

ALTRIA GROUP, INC. 8-K Report, Regulation FD Disclosure (Jun 1, 2023)

Filed June 1, 2023For Securities:MO

Summary

Altria Group, Inc. (MO) has officially completed its acquisition of NJOY Holdings, Inc., a significant move into the e-vapor market. This acquisition was finalized on June 1, 2023, with Altria now holding full global ownership of NJOY's product portfolio, notably including NJOY ACE, which is recognized as the only pod-based e-vapor product with current FDA market authorizations. The transaction involved an initial cash payment of approximately $2.75 billion, with a potential for up to $500 million in additional performance-based payments contingent on future FDA approvals for certain NJOY products.

Key Highlights

  • 1Completed acquisition of NJOY Holdings, Inc. on June 1, 2023, for full global ownership of its e-vapor product portfolio.
  • 2Acquisition includes NJOY ACE, the only pod-based e-vapor product with current FDA market authorizations.
  • 3Initial cash consideration for the acquisition was approximately $2.75 billion.
  • 4Potential for up to $500 million in additional cash payments tied to future FDA approvals for certain NJOY products.
  • 5Secured a $2 billion Term Loan Agreement to finance a portion of the acquisition cost, maturing in 364 days.
  • 6Updated 2023 full-year adjusted diluted earnings per share (EPS) guidance as a result of the NJOY acquisition.

Frequently Asked Questions

The acquisition of NJOY provides Altria with immediate entry into the U.S. e-vapor market with a product that has already received FDA authorization. This aligns with Altria's stated objectives to expand its reduced-risk product portfolio and reduce the harm associated with tobacco products.

Altria funded the acquisition through a combination of cash and debt. The company paid approximately $2.75 billion in cash at closing and also entered into a $2 billion Term Loan Agreement to finance a portion of these cash payments.

The initial cash payment was approximately $2.75 billion. Altria may also be obligated to pay up to an additional $500 million in cash, contingent on achieving specific FDA approvals for certain NJOY products.

As a result of the NJOY acquisition, Altria has updated its full-year 2023 adjusted diluted earnings per share (EPS) guidance. Specific details of the updated guidance are available in the press release furnished as part of this filing.