MIAMI -- (Business Wire)
Vector Group Ltd. (NYSE:VGR) (“Vector”) today announced that it has
commenced an offer to exchange up to $150 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 and the second supplemental indenture, dated as of April 15,
2014 (as so supplemented, the “Indenture”), and which were privately
placed in April 2014 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exchange any and all Original Notes validly tendered and not withdrawn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 August 7, 2014 (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withdrawn at any time prior to 5:00 p.m., New York City time, on the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 July 9, 2014. 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
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60 Livingston Avenue
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EP-MN-WS3C
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St. Paul, MN 55107-2292
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Attention: Specialized Finance Department
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Phone: (800) 934-6802
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Facsimile: (651) 466-7372
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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 July 9, 2014.
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.
Contacts:
Sard Verbinnen & Co
Paul Caminiti / Emily Deissler
212-687-8080
Source: Vector Group Ltd.
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