The Firm represented the underwriters, led by Deutsche Bank Securities, Goldman, Sachs & Co., Mizuho Securities and Morgan Stanley, in connection with a public offering by Altria Group, Inc. of $500 million aggregate principal amount of its 2.625% Notes due 2026 and $1.5 billion aggregate principal amount of its 3.875% Notes due 2046, in each case, guaranteed by Philip Morris USA Inc. The offering closed on September 16, 2016. Altria intends to use the net proceeds from the issuance of the notes to fund the tender offer described below, and for other general corporate purposes.
The Firm also represented Deutsche Bank Securities Inc., Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as dealer managers in connection with a concurrent tender offer to purchase for cash from each registered holder any and all of its senior unsecured 9.95% Notes due 2038 and any and all of its senior unsecured 10.2% Notes due 2039. The tender offer expired on September 19, 2016, and the final settlement for the tender offer occurred on September 22, 2016. Approximately $933 million in aggregate principal amount of Notes were validly tendered and accepted.
Altria is the parent company of Philip Morris USA Inc. and John Middleton Co. Altria also owns, among other companies, U.S. Smokeless Tobacco Company LLC, Ste. Michelle Wine Estates Ltd. and Nu Mark LLC and has a continuing economic and voting interest in SABMiller plc. The brand portfolios of Altria’s tobacco operating companies include Marlboro, Black & Mild, Copenhagen, Skoal, MarkTen and Green Smoke.
The Simpson Thacher team included Edward P. Tolley III, John Lobrano, Teresa Chen, Meaghan Krupa and Nicole Annunziato (Capital Markets); Michael Isby (Environmental); Jonathan Cantor and Jasmine Hay (Tax); Jamin Koslowe and Samantha Steinfeld (Executive Compensation and Employee Benefits); Marcela Robledo (Intellectual Property); and Jennie Getsin (Blue Sky).