Item 8.01. Other Events.
On September 16, 2016, Altria Group, Inc. (the Company) issued $500,000,000 aggregate principal amount of its 2.625% Notes due 2026 (the
2026 Notes) and $1,500,000,000 aggregate principal amount of its 3.875% Notes due 2046 (the 2046 Notes and, together with the 2026 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 USAs 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 Companys senior unsecured obligations and rank equally in right of payment with all of the Companys existing and future senior
unsecured indebtedness. The Guarantee Agreements are PM USAs senior unsecured obligations and rank equally in right of payment with all of PM USAs existing and future senior unsecured indebtedness.
On September 13, 2016, the Company and PM USA entered into a Terms Agreement (the Terms Agreement) with Deutsche Bank Securities Inc.,
Goldman, Sachs & Co., Mizuho Securities USA Inc. and Morgan Stanley & Co. 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 March 16 and September 16 of each year, commencing March 16, 2017, to holders of record on the
preceding March 2 or September 2, as the case may be.
The 2026 Notes will mature on September 16, 2026 and the 2046 Notes will mature on
September 16, 2046.
The Company has filed with the Securities and Exchange Commission a Prospectus dated October 30, 2014 (Registration
No. 333-199694) and a Prospectus Supplement dated September 13, 2016 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.
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