Vector Group Ltd. (NYSE:VGR) ("Vector" or the "Company") today announced
the closing of its previously announced registered public offering of
$258.75 million aggregate principal amount of its Variable Interest
Convertible Senior Notes due 2020 (the "Notes"), which includes the
underwriter's full exercise of its over-allotment option (the "Notes
Offering"). Each Note will bear cash interest at a rate of 1.75% per
annum (the "Fixed Interest"), with an additional cash payment (the
"Dividend Pass-Through Payment" and, together with the Fixed Interest,
the "Total Interest") payable on the notes on each interest payment date
equal to the product of (i) the amount of cash dividends per share
actually paid by the Company on its outstanding common stock during the
prior three-month period ending on the record date for such interest
payment and (ii) the applicable conversion rate on such record date.
Notwithstanding the foregoing, however, (A) the amount payable on each
interest payment date, other than the initial interest payment date,
shall be the higher of (a) the Total Interest and (b) an amount
reflecting an annual interest rate of 5.50% per year (the "Floor
Interest Rate") and (B) the initial interest payment shall be based
solely on the Floor Interest Rate.
The Company intends to use the net proceeds received from the Notes
Offering for general corporate purposes, including for additional
investments in real estate through its wholly owned subsidiary, New
Valley LLC, and in its existing tobacco business. The Company may also
consider using a portion of the proceeds of the Notes Offering to
address upcoming debt maturities.
Jefferies LLC acted as the underwriter for the Notes Offering. Copies of
the prospectus supplement and the accompanying prospectus relating to
the Notes Offering may be obtained from Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor,
New York, NY 10022, by email at Prospectus_Department@Jefferies.com,
or by telephone at (877) 547-6340.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the Notes or any other securities, nor will
there be any sale of the Notes or any other securities in any state or
jurisdiction in which such an offer, solicitation or sale is not
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 March 24, 2014.
Vector does not intend, and undertakes no duty, to update this
information to reflect future events or circumstances. Information about
certain other potential factors that could affect Vector's business and
financial results and cause actual results to differ materially from
those expressed or implied in any forward-looking statements are
included from time to time in Vector's filings with the SEC, including
Part I, Item 1A "Risk Factors" of Vector's Annual Report on Form 10-K
for the year ended December 31, 2013.
Vector has filed a registration statement (including prospectus) with
the SEC for the offerings to which this communication relates. Before
you invest, you should read the prospectus in that registration
statement and other documents Vector has filed with the SEC for more
complete information about Vector and these offerings. You may obtain
these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
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 / Jonathan Doorley
Source: Vector Group Ltd.
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