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MO > SEC Filings for MO > Form 8-K on 2-May-2013All Recent SEC Filings

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Form 8-K for ALTRIA GROUP, INC.


2-May-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On May 2, 2013, Altria Group, Inc. (the "Company") issued $350,000,000 aggregate principal amount of its 2.950% Notes due 2023 (the "2023 Notes") and $650,000,000 aggregate principal amount of its 4.500% Notes due 2043 (the "2043 Notes" and, together with the 2023 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 will be the Company's senior unsecured obligations and will rank equally in right of payment with all of the Company's existing and future senior unsecured indebtedness. The Guarantee Agreements will be PM USA's senior unsecured obligations and will rank equally in right of payment with all of PM USA's existing and future senior unsecured indebtedness.

On April 29, 2013, the Company and PM USA entered into a Terms Agreement (the "Terms Agreement") with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc. and Wells Fargo Securities, 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 2 and November 2 of each year, commencing November 2, 2013, to holders of record on the preceding April 17 or October 18, as the case may be.

The 2023 Notes will mature on May 2, 2023 and the 2043 Notes will mature on May 2, 2043.

The Company has filed with the Securities and Exchange Commission a Prospectus dated October 28, 2011 (Registration No. 333-177580) and a Prospectus Supplement dated April 29, 2013 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 and the form of Notes, each of which is incorporated herein by reference and attached to this report as Exhibits 1.1, 1.2, 4.1, 4.2, 4.3 and 4.4.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number      Description
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 (No. 333-155009))

1.2         Terms Agreement, dated April 29, 2013, among the Company, PM USA and
            Barclays Capital Inc., Credit Suisse Securities (USA) LLC, HSBC
            Securities (USA) Inc. and Wells Fargo Securities, LLC, as
            representatives of the several underwriters named therein

4.1         Guarantee Agreement for 2.950% Notes due 2023

4.2         Guarantee Agreement for 4.500% Notes due 2043

4.3         Form of 2.950% Notes due 2023

4.4         Form of 4.500% Notes due 2043

5.1         Opinion of Hunton & Williams LLP


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