Vector Announces Commencement of Notes Offering of $850 Million of Senior Secured Notes Due 2029
Vector Group Ltd. (NYSE: VGR) (“Vector” or the “Company”)
announced today that it is commencing an offer to issue and sell
$850 million aggregate principal amount of senior secured notes due
2029 (the “Notes”). There can be no assurance that the offering
will be priced or completed.
The Notes will be fully and unconditionally guaranteed on a
joint and several basis by all of the wholly owned domestic
subsidiaries of the Company that are engaged in the conduct of the
Company’s cigarette business, which subsidiaries, as of the date of
the indenture that will govern the Notes, are also guarantors under
the Company’s outstanding 10.500% senior notes due 2026. The Notes
will not be guaranteed by New Valley LLC, or any of the Company’s
subsidiaries engaged in real estate business conducted through New
Valley LLC. The guarantees provided by certain of the subsidiary
guarantors will be secured by first priority or second priority
security interests in certain collateral of such guarantors.
The Company intends to use the net cash proceeds from the
offering of the Notes, together with cash on hand, to redeem all of
the Company’s outstanding 6.125% senior secured notes due 2025 (the
“2025 Secured Notes”), including accrued interest and any premium
thereon, and to pay fees and expenses in connection with the
offering of the Notes and the redemption of the 2025 Secured Notes.
As of December 31, 2020, the outstanding principal amount of the
2025 Secured Notes was $850 million. The Company has previously
announced its intention to redeem its 2025 Secured Notes with a
redemption date of February 1, 2021, conditional on closing of a
refinancing transaction in a principal amount of at least $850
million through one or more offerings of debt securities.
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
under the Securities Act. The Notes will not 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. There will be no registration rights associated
with the Notes.
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
All information set forth in this press release is as of January
11, 2021. 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, its ability
to successfully complete the proposed notes offering.
Vector is a holding company for Liggett Group LLC, Vector
Tobacco Inc., New Valley LLC and Douglas Elliman Realty, LLC.
Additional information concerning the company is available on the
Company's website, www.vectorgroupltd.com.
version on businesswire.com: https://www.businesswire.com/news/home/20210111005665/en/
Vector Group Ltd. Bryant Kirkland 305-579-8000
Sard Verbinnen & Co Columbia Clancy/Catherine
Livingston/Elizabeth Lake 212-687-8080
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