Altria Group, Inc. (NYSE:MO) entered into a definitive agreement to acquire NJOY Holdings, Inc. from Mudrick Capital Management, L.P., Homewood Capital, LLC and others for approximately $3.3 billion on March 3, 2023. As part of the agreement, Altria will pay approximately $2.75 billion in cash payable at closing and additional $500 million in cash payments that are contingent upon regulatory outcomes with respect to certain NJOY products to NJOY Holdings. Altria have multiple sources of funding available for the transaction. Altria could finance from its highly cash generative core businesses and committed short-term financing in the form of bridge loan from Morgan Stanley Senior Funding, Inc. Following completion of the transaction, NJOY will operate as a wholly owned subsidiary of Altria. Post-acquisition, NJOY’s employees will join to Altria.

The transaction is subject to customary closing conditions, including reporting requirements under the Hart-Scott-Rodino Act. The HSR clearance is expected within the next 40 days. The transaction is not subject to any financing condition. As per filling on May 26, 2023, Altria Group announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired in connection with the acquisition. The transaction is expected to complete in the second quarter of 2023. The transaction will be accretive to cash flow within two years of closing and accretive to our adjusted diluted earnings per share (EPS) within three years of closing.

Perella Weinberg Partners LP and Morgan Stanley & Co. LLC acted as financial advisors to Altria. Chang-Do Gong, Kristen Rohr, Henrik Patel, Kenneth Barr, David Dreier, Steven Lutt, Seth Kerschner, Laura Mulry, F. Paul Pittman, Daniel Levin, Richard Burke, Rebecca Farrington and Kathryn Mims of White & Case LLP and Arnold & Porter LLP acted as legal advisors to Altria. Moelis & Company LLC acted as the financial advisor to NJOY. Michael E. Lubowitz, Brian Gingold, Ariel Fliman, Rebecca Sivitz, Andrew J. Colao, Brian Gingold, Charan J. Sandhu, Greg Featherman, John E. Scribner, John O'Loughlin, John Patrick Barry, Kevin J. Sullivan (NY), Michael E. Lubowitz, Regina Readling, Timothy C. Welch, Vadim M. Brusser of Weil, Gotshal & Manges LLP acted as legal advisors to NJOY Holdings and Mudrick Capital Management.

Altria Group, Inc. (NYSE:MO) completed the acquisition of NJOY Holdings, Inc. from Mudrick Capital Management, L.P., Homewood Capital, LLC and others on June 1, 2023. Altria funded the transaction cash payments of approximately $2.75 billion through a combination of a $2 billion term loan, commercial paper and available cash. The new President and Chief Executive Officer of NJOY is Shannon Leistra. Alice Yao, Susan Failla and Mayme Donohue of Hunton Andrews Kurth LLP acted as legal advisor to Altria Group, Inc.