Item 7.01. Regulation FD Disclosure.

On July 9, 2021, Altria Group, Inc. ("Altria") issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K, announcing that its subsidiary, UST LLC ("UST"), entered into a definitive agreement to sell its Ste. Michelle Wine Estates business.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 8.01. Other Events.

On July 8, 2021, UST entered into a Share Purchase Agreement (the "Agreement") pursuant to which UST agreed to sell its subsidiary, International Wine & Spirits Ltd., which includes its Ste. Michelle Wine Estates business, to an entity controlled by investment funds managed by Sycamore Partners Management, L.P. ("Sycamore Partners") in an all-cash transaction with a purchase price of $1.2 billion and the assumption of certain liabilities of International Wine & Spirits Ltd. and its subsidiaries (the "Transaction"). Altria's net cash proceeds will be subject to customary net working capital and other adjustments at closing. Altria expects the Transaction to close during the second half of 2021, subject to Sycamore Partners obtaining the necessary financing and the satisfaction of customary closing conditions, including antitrust regulatory clearance.

This Current Report on Form 8-K contains forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include the parties' ability to consummate the Transaction as expected (including uncertainties related to Sycamore Partners' ability to obtain the necessary financing to consummate the Transaction); the possibility that one or more of the conditions to the consummation of the Transaction may not be satisfied; the possibility that regulatory approvals required for the Transaction may not be obtained in a timely manner, if at all; the parties' ability to meet expectations regarding the timing, completion, and other matters relating to the Transaction; and any event that could give rise to the termination of the Agreement. Other important factors include the possibility that the expected benefits of the Transaction may not materialize in the expected manner or timeframe, if at all, and the other factors detailed in Altria's publicly filed documents, including Altria's Annual Report on Form 10-K for the year ended December 31, 2020 and its subsequent reports on Forms 10-Q and 8-K.

Item 9.01. Financial Statements and Exhibits.



(d)   Exhibits

          99.1          Altria Group, Inc. Press Release, dated July     9    , 2021 (furnished
                      under Item 7.01)
          104         The cover page from this Current Report on Form 8-K, formatted in Inline
                      XBRL (included as Exhibit 101)




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