Vector Group Commences Exchange Offer for Additional 7.750% Senior Secured Notes
June 29 2016 - 4:22PM
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Original Notes validly tendered and not withdrawn prior to 5:00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 Tenders of Original Notes may be withdrawn at any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 Association60 Livingston AvenueEP-MN-WS3CSt.
Paul, MN 55107-2292Attention: Specialized Finance Dept.Phone: (800)
934-6802Facsimile: (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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160629006387/en/
Sard Verbinnen & CoEmily Deissler/Benjamin
Spicehandler/Spencer Waybright212-687-8080orSard Verbinnen & Co
- EuropeJonathan Doorley/Conrad Harrington+44 (0)20 3178
8914orVector Group Ltd.J. Bryant Kirkland III305-579-8000
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