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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12,
2021
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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(State or Other Jurisdiction of Incorporation) |
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1-5759 |
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65-0949535 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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4400 Biscayne Boulevard |
Miami |
Florida |
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33137 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to 12(b) of the Act:
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Title of each class: |
Trading |
Name of each exchange |
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Symbol(s) |
on which registered: |
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Common stock, par value $0.10 per share |
VGR |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 7.01 Regulation FD Disclosure
Senior Secured Notes Offering
On January 12, 2021, Vector Group Ltd. (NYSE: VGR) (the “Company”)
announced that it has priced, and entered into an agreement to
issue and sell, $875 million aggregate principal amount of 5.75%
senior secured notes due 2029 (the “Notes”), which represents an
increase of $25 million from the aggregate principal amount
previously disclosed. The offering is expected to close on January
28, 2021, subject to the satisfaction of customary closing
conditions.
The Notes will be issued by the Company at an initial price of
100.00% of the principal amount of the Notes. The Notes will bear
interest at a rate of 5.75% per year, payable semi-annually in
arrears on February 1 and August 1 of each year, commencing on
August 1, 2021. The Notes will mature on February 1, 2029, or on
such earlier date as results from the operation of certain
springing maturity date provisions.
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 issuance date of
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 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.
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.
This report does not constitute an offer to sell or a solicitation
of an offer to purchase the Notes or any 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 offer,
solicitation or sale would be unlawful.
A copy of the press release related to the pricing of the Notes
offering is attached as Exhibit 99.1 and is incorporated herein by
reference.
The information furnished under Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, and shall not be deemed to be
incorporated by reference into any of the Company’s filings under
the Securities Act or the Exchange Act, whether made before or
after the date hereof and regardless of any general incorporation
language in such filings, except to the extent expressly set forth
by specific reference in such a filing.
This Current Report on Form 8-K contains forward-looking
statements, which involve risk and uncertainties. The words
“believe,” “expect,” “estimate,” “may,” “will,” “could,” “plan,” or
“continue” and similar expressions are intended to identify
forward-looking statements. The Company’s actual results could
differ significantly from the results discussed in such
forward-looking statements. Factors that could cause or contribute
to such differences in results and outcomes include, without
limitation, those discussed under the heading “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2019 and in the Company’s Form 10-Q for the quarterly periods
ended March 31, 2020 and September 30, 2020. Readers are urged not
to place undue reliance on these forward-looking statements, which
speak only as of the date of this Current Report on Form 8-K. The
Company undertakes no obligation to (and expressly disclaims any
obligation to) revise or update any forward-looking statement,
whether as a result of new information, subsequent events, or
otherwise (except as may be required by law), in order to reflect
any event or circumstance which may arise after the date of this
Current Report on Form 8-K.
Exhibit Index
(d) Exhibit.
The following exhibit is included with this report and is being
furnished solely for purposes of Item 7.01 of this Form
8-K:
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Exhibit No. |
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Exhibit |
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Press release issued by Vector Group Ltd. on January 12, 2021,
announcing the pricing and upsize of the Notes
offering.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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VECTOR GROUP LTD. |
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By: |
/s/ James B. Kirkland III |
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James B. Kirkland III |
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Senior Vice President, Treasurer and Chief Financial
Officer |
Date: January 12, 2021
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