Vector Announces Private Offering of $375 Million of Senior Secured Notes

Tue Jan 29, 2013 7:00am EST

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MIAMI--(Business Wire)--
Vector Group Ltd. (NYSE: VGR) ("Vector" or the "Company") announced today that
it is offering $375 million aggregate principal amount of senior secured notes
due 2021 (the "Notes") in a private offering that is exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). 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 Company intends to use the net cash proceeds from the Notes offering to pay
a portion of (i) the consideration for a cash tender offer for the Company`s 11%
senior secured notes due 2015 (the "Existing 11% Notes"), (ii) the redemption
price for any Existing 11% Notes that are not tendered in the cash tender offer,
plus accrued and unpaid interest, and (iii) any fees and expenses in connection
with the cash tender offer and any redemption of the Existing 11% Notes. 

The Notes are being offered only 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 buy the Notes or any security, nor will there 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" 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 January 29, 2013.
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 and
tender offer. 

Vector Group is a holding company that indirectly owns Liggett Group LLC and
Vector Tobacco Inc. and directly owns New Valley LLC.

Sard Verbinnen & Co
Paul Caminiti / Jonathan Doorley
212-687-8080 



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