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) August 8, 2007
Vector Group Ltd.
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-5759
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65-0949535 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 100 S.E. Second Street, Miami, Florida
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33131 |
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| (Address of principal executive offices)
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(Zip Code) |
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Registrant’s telephone number, including area code
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(305) 579-8000 |
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Not Applicable
(Former name or former address, if changed since last report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On August 8, 2007 (the “Pricing Date”), Vector Group Ltd. (the “Company”) agreed to sell
$165.0 million of its 11% Senior Secured Notes due 2015 (the “Notes”), pursuant to the terms of a
Purchase Agreement, dated August 8, 2007 (the “Purchase Agreement”), between the Company, the
subsidiary guarantors named therein (the “Subsidiary Guarantors”) and Jefferies & Company, Inc., as
the initial purchaser (“Initial Purchaser”), a copy of which is attached hereto as Exhibit 1.1.
The Initial Purchaser will purchase the Notes from the Company at a purchase price equal to 96.5%
of the principal amount thereof. The Notes will be offered to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as amended, other institutional
accredited investors, and to non-U.S. persons in accordance with Regulation S under the Securities
Act of 1933, as amended. The Notes will be fully and unconditionally guaranteed on a joint and
several basis by all of the domestic subsidiaries of the Company that are engaged in the conduct of
the Company’s cigarette businesses.
The Notes will be governed by the terms of an Indenture (the “Indenture”) between the Company, the
Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), to be
negotiated with the Initial Purchaser and the Trustee. The Company intends to use the net proceeds
of the issuance for general corporate purposes which may include working capital requirements, the
financing of capital expenditures, future acquisitions, the repayment or refinancing of outstanding
indebtedness, payment of dividends and the repurchase of all or any part of its outstanding
convertible notes.
The summary of the foregoing transaction is qualified in its entirety by reference to the text of
the Purchase Agreement, which is included as an exhibit hereto and is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01, which is incorporated herein by reference.
Item 8.01 Other Events.
On August 8, 2007, the Company issued a press release, which is attached hereto as Exhibit
99.1 and is incorporated herein by reference, announcing the pricing of a $165.0 million debt
offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following Exhibits are filed herewith:
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Exhibit 1.1
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Purchase Agreement, dated as of August 8, 2007, between Vector Group Ltd., the subsidiary guarantors named therein and Jefferies & Company, Inc. |
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Exhibit 99.1
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Press release dated August 8, 2007. |
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