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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________________________________
FORM 8-K
________________________________________________________________________________________________________________
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3,
2023
________________________________________________________________________________________________________________
ALTRIA GROUP, INC.
(Exact name of registrant as specified in its charter)
______________________________________________________________________________________________________________
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Virginia |
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1-08940 |
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13-3260245 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
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6601 West Broad Street, |
Richmond, |
Virginia |
23230 |
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(Address of principal executive
offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(804) 274-2200
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(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title
of each
class
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Trading Symbols |
Name of each exchange on which registered |
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Common Stock, $0.33 1/3 par value
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MO |
New York Stock Exchange |
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1.700% Notes due 2025
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MO25 |
New York Stock Exchange |
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2.200% Notes due 2027
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MO27 |
New York Stock Exchange |
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3.125% Notes due 2031
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MO31 |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
o
Item 7.01. Regulation FD
Disclosure.
On March 3, 2023, Altria Group, Inc. (“Altria,” “we,” “our” and
“us”) issued a press release announcing that we have exchanged our
minority economic investment in JUUL Labs, Inc. (“JUUL”) for a
global license to certain of JUUL’s heated tobacco intellectual
property. A copy of the press release is furnished as Exhibit 99.1
and incorporated by reference in this Current Report on Form
8-K.
On March 6, 2023, we issued a press release announcing the
execution of an agreement to acquire NJOY Holdings, Inc. (“NJOY”).
A copy of the press release is furnished as Exhibit 99.2 and
incorporated by reference in this Current Report on Form
8-K.
The information in this Item 7.01 of this Current Report on Form
8-K, including Exhibits 99.1 and 99.2 hereto, is being furnished to
the Securities and Exchange Commission and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section. This information shall not be
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference to such filing.
Item 8.01. Other Events.
JUUL Transaction
On March 3, 2023 (the “Effective Date”), Altria entered into a
stock transfer agreement with JUUL (the “Stock Transfer Agreement”)
pursuant to which, among other things, we and our subsidiaries
transferred to JUUL all of our beneficially owned JUUL equity
securities. Concurrently with and in connection with the execution
of the Stock Transfer Agreement, JUUL entered into an agreement
with an Altria subsidiary providing us with a non-exclusive,
irrevocable global license to certain of JUUL’s heated tobacco
intellectual property. In addition, all other agreements between
Altria or any of our subsidiaries, on the one hand, and JUUL, on
the other hand, were terminated or Altria and our subsidiaries were
removed as parties thereto, other than certain litigation-related
agreements and a license agreement relating to Altria’s
non-trademark licensable intellectual property rights in the
e-vapor field, which will remain in force solely with respect to
e-vapor intellectual property of Altria as of or prior to the
Effective Date. We will record the financial impact of this
transaction in the first quarter of 2023.
NJOY Transaction
On March 3, 2023, we entered into an Agreement and Plan of Merger
(the “Merger Agreement”) among Altria, Altria Innovations II Inc.
(“Altria Innovations”), a wholly owned subsidiary of Altria, NJOY,
and Mudrick Capital Management, LP and Homewood Capital LLC, acting
together as the equityholders’ representatives. Pursuant to the
terms and conditions of the Merger Agreement, Altria Innovations
will merge with and into NJOY (the “Merger”) with NJOY surviving
the Merger as a wholly owned subsidiary of Altria. As a result of
the Merger, we will gain full global ownership of NJOY’s e-vapor
product portfolio, including
NJOY ACE,
currently the only pod-based e-vapor product with market
authorizations from the U.S. Food and Drug Administration (“FDA”).
The consideration to be paid by Altria in the Merger is
approximately $2.75 billion in cash payable at closing, plus up to
$500 million in cash payments that are contingent on receipt of FDA
approvals with respect to certain NJOY products. The completion of
the Merger is subject to customary closing conditions and is not
subject to any financing condition.
This Current Report on Form 8-K contains certain forward-looking
statements with respect to the Merger, which is subject to various
risks and uncertainties. These forward-looking statements relate
to, among other things, the completion of the Merger and the
receipt of FDA approvals on certain NJOY products. Factors that may
cause actual results to differ include failure to receive
regulatory authorizations, failure to comply with regulatory
requirements, failure to realize the expected benefits of the
Merger in the expected manner or timeframe, if at all, prevailing
economic, market, regulatory or business conditions, or changes in
such conditions, negatively affecting our business and our plans
with respect to the e-vapor category and the outcome of any legal
proceeding or investigation that may be instituted against the
parties or others related to the Merger. Other risk factors are
detailed from time to time in Altria’s publicly filed reports,
including the Annual Report on Form 10-K for the year ended
December 31, 2022. These forward-looking statements speak only as
of the date of this Current Report on Form 8-K. We assume no
obligation to provide any revisions to, or update, any projections
and forward-looking statements contained in this Current Report on
Form 8-K.
Item 9.01. Financial
Statements and Exhibits.
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(d) |
Exhibits |
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99.1 |
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99.2 |
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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) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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ALTRIA GROUP, INC.
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By: |
/s/ W. HILDEBRANDT SURGNER, JR. |
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Name: |
W. Hildebrandt Surgner, Jr. |
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Title: |
Vice President, Corporate Secretary and |
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Associate General Counsel |
DATE: March 6, 2023
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