Vector Group Ltd. (NYSE:VGR) ("Vector" or the "Company") announced today
that it is offering $150 million aggregate principal amount of 7.750%
senior secured notes due 2021 (the "Notes") in a private offering that
is exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"). The Notes will be issued as
additional notes under the indenture pursuant to which, on February 12,
2013, the Company issued $450 million aggregate principal amount of
7.750% senior secured notes due 2021 (the "Existing Notes"). The Notes
will be treated as a single series with the Existing Notes. Holders of
the Notes and holders of the Existing Notes will vote together as one
class under the indenture. The Notes will be fully and unconditionally
guaranteed by all of the wholly owned domestic subsidiaries of the
Company that are engaged in the conduct of the Company's cigarette
businesses. The guarantees provided by some of the subsidiary guarantors
will be secured by first priority or second priority security interests
in certain assets of such guarantors.
The Company intends to use the net cash proceeds from the Notes offering
for general corporate purposes, including for additional investments in
real estate through our wholly owned subsidiary, New Valley LLC, and in
our existing tobacco business.
The Notes are being offered only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act and to persons
outside the United States in compliance with Regulation S. The Notes
will not initially be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States
absent an effective registration statement or an applicable exemption
from registration requirements or in a transaction that is not subject
to the registration requirements of the Securities Act or any state
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes or any security, nor will
there be any offer, solicitation or sale of the Notes or any other
security in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The
Company has tried, whenever possible, to identify these forward-looking
statements using words such as "anticipates", "believes", "estimates",
"expects", "plans", "intends" and similar expressions. These statements
reflect the Company's current beliefs and are based upon information
currently available to it. Accordingly, such forward-looking statements
involve known and unknown risks, uncertainties and other factors which
could cause the Company's actual results, performance or achievements to
differ materially from those expressed in, or implied by, such
All information set forth in this press release is as of April 8, 2014.
Vector does not intend, and undertakes no duty, to update this
information to reflect future events or circumstances. Risk factors and
uncertainties that may cause actual results to differ materially from
expected results include, among others, our ability to successfully
complete the proposed notes offering.
Vector is a holding company that indirectly owns Liggett Group LLC,
Vector Tobacco Inc. and ZOOM E-Cigs LLC and directly owns New Valley
LLC, which owns a controlling interest in Douglas Elliman Realty, LLC.
Sard Verbinnen & Co
Paul Caminiti/Emily Deissler
Source: Vector Group Ltd.
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