MIAMI--(BUSINESS WIRE)--
Vector Group Ltd. (NYSE:VGR) ("Vector") today announced that it has
commenced an offer to exchange up to $235 million in aggregate principal
amount of its 7.750% Senior Secured Notes due 2021 (the "Original
Notes"), which were issued as additional notes pursuant to an Indenture,
dated as of February 12, 2013, by and among Vector, the guarantor
parties thereto and U.S. Bank National Association, as the trustee, as
supplemented by the first supplemental indenture, dated as of September
10, 2013, the second supplemental indenture, dated as of April 15, 2014,
and the third supplemental indenture, dated as of February 20, 2015 and
the fourth supplemental indenture, dated as of May 9, 2016 (as so
supplemented, the "Indenture"), and which were privately placed in May
2016 pursuant to exemptions from registration under the Securities Act
of 1933, as amended (the "Securities Act"), for an equal amount of newly
issued 7.750% Senior Secured Notes due 2021 that have been registered
under the Securities Act (the "Exchange Notes"). The Exchange Notes will
have substantially the same terms as the Original Notes, except for the
elimination of certain transfer restrictions. The Exchange Notes will be
issued only upon cancellation of a like amount of currently outstanding
Original Notes. Vector will not receive any proceeds from the exchange
offer.
Vector is making this exchange offer to satisfy its obligations under a
registration rights agreement entered into when it issued the Original
Notes. Any Original Notes not tendered for exchange in the exchange
offer will remain outstanding and continue to accrue interest, and
Vector will have no further obligation to provide for the registration
of such notes under the Securities Act, except under certain limited
circumstances. Pursuant to the terms of the exchange offer, Vector will
accept for exchange any and all Original Notes validly tendered and not
withdrawn prior to 5:00 p.m., New York City time, on July 28, 2016 (the
"Expiration Date"), unless extended. Tenders of Original Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the
Expiration Date.
The terms of the exchange offer and other information relating to Vector
are set forth in the prospectus dated June 29, 2016. Copies of the
prospectus and the related letter of transmittal may be obtained from
U.S. Bank National Association ("U.S. Bank"), which is serving as the
exchange agent in connection with the exchange offer. U.S. Bank's
address, telephone number and facsimile number are as follows:
U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3C
St.
Paul, MN 55107-2292
Attention: Specialized Finance Dept.
Phone:
(800) 934-6802
Facsimile: (651) 466-7372
This press release shall not constitute an offer to exchange or a
solicitation of an offer to exchange the Original Notes. The exchange
offer is made only by the prospectus dated June 29, 2016. Vector Group
Ltd. 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/20160629006387/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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