Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
February 04 2025 - 3:30PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-275173
FINAL TERM SHEET
Dated
February 4, 2025
4.875% Notes due 2028
5.625% Notes due 2035
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Issuer: |
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Altria Group, Inc. |
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Guarantor: |
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Philip Morris USA Inc. |
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Aggregate Principal Amount: |
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2028 Notes: $500,000,000 2035 Notes:
$500,000,000 |
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Maturity Date: |
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2028 Notes: February 4, 2028 2035 Notes:
February 6, 2035 |
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Coupon: |
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2028 Notes: 4.875% 2035 Notes:
5.625% |
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Interest Payment Dates: |
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2028 Notes: Semi-annually on February 4 and August 4, commencing August 4, 2025 2035 Notes: Semi-annually on February 6 and
August 6, commencing August 6, 2025 |
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Price to Public: |
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2028 Notes: 99.863% of principal amount 2035 Notes: 99.502% of principal amount |
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Benchmark Treasury: |
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2028 Notes: 4.25% UST due January 15, 2028 2035 Notes: 4.25% UST due November 15, 2034 |
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Benchmark Treasury Yield: |
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2028 Notes: 4.255% 2035 Notes: 4.521%
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Spread to Benchmark Treasury: |
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2028 Notes: +67 bps 2035 Notes: +117 bps |
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Yield to Maturity: |
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2028 Notes: 4.925% 2035 Notes: 5.691%
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Optional Redemption: |
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2028 Notes: Make-whole call at T+12.5 bps prior to January 4, 2028; par call on or after January 4, 2028 |
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2035 Notes: Make-whole call at T+20 bps prior to November 6, 2034; par call on or after November 6, 2034 |
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Trade Date: |
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February 4, 2025 |
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Settlement Date (T+2*): |
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February 6, 2025 |
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CUSIP / ISIN: |
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2028 Notes: CUSIP: 02209S BS1
ISIN: US02209SBS14 2035 Notes: CUSIP:
02209S BT9 ISIN: US02209SBT96
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Listing: |
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None. |
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Joint Book-Running Managers: |
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Deutsche Bank Securities Inc. Santander US
Capital Markets LLC Scotia Capital (USA) Inc. Wells Fargo
Securities, LLC |
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Senior Co-Managers: |
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Barclays Capital Inc. Citigroup Global Markets
Inc. Goldman, Sachs & Co. J.P. Morgan Securities
LLC Mizuho Securities USA LLC Morgan Stanley & Co.
LLC PNC Capital Markets LLC U.S. Bancorp Investments,
Inc. |
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Co-Managers: |
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Loop Capital Markets LLC Siebert Williams
Shank & Co., LLC |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement each with the SEC for the offering to which
this communication relates. Before you invest, you should read the prospectus in that registration statement, that preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the
preliminary prospectus supplement upon your request by calling Deutsche Bank Securities Inc. toll free at 1-800-503-4611;
Santander US Capital Markets LLC at 1-855-403-3636; Scotia Capital (USA) Inc. at 1-800-372-3930 or Wells Fargo Securities, LLC at
1-800-645-3751.
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We expect that delivery of the notes will be made against payment therefor on February 6,
2025, which will be the second business day following the trade date (such settlement being |
referred to as T+2). Under Rule 15c6-l under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to
settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than one business day prior to the delivery of the notes will be required, by virtue of the fact that
the notes initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes during such period should consult their own
advisors.
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