MIAMI--(BUSINESS WIRE)--
Vector Group Ltd. (NYSE:VGR) ("Vector" or the "Company") announced today
that it has priced, and entered into an agreement to issue and sell, an
additional $235 million aggregate principal amount of 7.750% senior
secured notes due 2021 (the "Notes"). The offering is expected to close
on May 9, 2016, subject to the satisfaction of customary closing
conditions.
The Notes will have the same terms except issue date and purchase price
and will be treated as the same series as the $450 million aggregate
principal amount of 7.750% senior secured notes due 2021 issued by the
Company on February 12, 2013 and the additional $150 million aggregate
principal amount of 7.750% senior secured notes due 2021 issued by the
Company on April 15, 2014 (together, the "Existing Notes"). The Notes
will bear interest at a rate of 7.750% per year, payable semi-annually
in arrears on February 15 and August 15 of each year, commencing on
August 15, 2016. The Notes will mature on February 15, 2021, unless
earlier repurchased or redeemed in accordance with their terms. 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 Notes will be issued by the Company at the initial price of 103.5%
of the principal amount plus accrued interest from February 15, 2016.
The Company intends to use the net cash proceeds from this offering for
general corporate purposes, including, but not limited to, additional
investments in real estate through the company's wholly owned
subsidiary, New Valley LLC, and in its existing tobacco business.
The Notes are being offered in a private offering that is exempt from
the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), 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 securities
laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase the Notes or any other security,
and there will not 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", "could" 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 statements.
All information set forth in this press release is as of May 3, 2016.
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 Group 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160503007004/en/
Sard Verbinnen & Co
Emily Deissler/Benjamin
Spicehandler/Spencer Waybright
212-687-8080
or
Sard
Verbinnen & Co - Europe
Jonathan Doorley/Conrad Harrington
+44
(0)20 3178 8914
or
Vector Group Ltd.
J. Bryant Kirkland
III
305-579-8000
Source: Vector Group Ltd.
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