On August 6, 2025, Altria Group, Inc. (the “Company”) issued $500,000,000 aggregate principal amount of its 4.500% Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of its 5.250% Notes due 2035 (the “2035 Notes” and, together with the 2030 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 are the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The Guarantee Agreements are PM USA’s senior unsecured obligations and rank equally in right of payment with all of PM USA’s existing and future senior unsecured indebtedness.
On August 4, 2025, the Company and PM USA entered into a Terms Agreement (the “Terms Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan 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 2030 Notes is payable semiannually on February 6 and August 6 of each year, commencing February 6, 2026, to holders of record on the preceding January 22 or July 22, as the case may be. Interest on the 2035 Notes is payable semiannually on February 6 and August 6 of each year, commencing February 6, 2026, to holders of record on the preceding January 22 or July 22, as the case may be.
The 2030 Notes will mature on August 6, 2030 and the 2035 Notes will mature on August 6, 2035.
The Company has filed a Prospectus, dated October 26, 2023 (Registration No. 333-275173), and a Prospectus Supplement, dated August 4, 2025, with the Securities and Exchange Commission 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, the Indenture and the form of Notes, each of which is incorporated herein by reference and is an exhibit to this report as Exhibits 1.1, 1.2, 4.1, 4.2, 4.3, 4.4 and 4.5.
| Item 9.01. |
Financial Statements and Exhibits. |
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| 1.1 |
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Underwriting Agreement, dated November 4, 2008 (incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement on Form S-3 filed on November 4, 2008 (No. 333-155009)) |
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| 1.2 |
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Terms Agreement, dated August 4, 2025, among the Company, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein |
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| 4.1 |
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Indenture among Altria Group, Inc., as Issuer, Philip Morris USA Inc., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of November 4, 2008 (incorporated by reference to Altria Group, Inc.’s Registration Statement on Form S-3 filed on November 4, 2008 (No. 333-155009)) |
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| 4.2 |
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Guarantee Agreement 4.500% Notes due 2030 |
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| 4.3 |
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Guarantee Agreement 5.250% Notes due 2035 |
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| 4.4 |
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Form of 4.500% Notes due 2030 |
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| 4.5 |
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Form of 5.250% Notes due 2035 |
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| 5.1 |
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Opinion of McGuireWoods LLP |
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| 104 |
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101) |
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