Vector Group Ltd. (NYSE: VGR) (the “Company”) today announced that, pursuant to that certain Indenture, dated as of July 12, 2006 (the “Indenture”), between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”), relating to the 3 ⅞% Variable Interest Senior Convertible Debentures Due 2026 (CUSIP 92240MAL2 and 92240MAJ7) (the “Debentures”), it is notifying holders of its outstanding Debentures (“Holders”) that they have an option (the “Option”), pursuant to the terms of the Debentures and the Indenture, to require the Company to repurchase, promptly following June 15, 2012, all, or any portion thereof that is a multiple of $1,000 principal amount, of such holders’ Debentures, at a repurchase price equal to 100 percent of the principal amount of the Debentures, plus any accrued and unpaid interest, to, but excluding, June 15, 2012. The Company will pay for any Debentures validly surrendered and not validly withdrawn with cash.
Holders that do not surrender their Debentures for repurchase pursuant to the Option will maintain the right to convert their Debentures, subject to the terms, conditions and adjustments applicable to the Debentures specified in the Indenture and the Debentures. In addition, the Company’s notice to Holders with respect to the Option specifying the terms, conditions and procedures for exercising the Option (the “Company Repurchase Notice”) will be available through The Depository Trust Company and the paying agent for the Debentures, Wells Fargo Bank, N.A. (the “Paying Agent”).
The opportunity for Holders to surrender their Debentures for repurchase pursuant to the Option will commence on May 11, 2012, at 9:00 a.m. (New York City time) and will expire at 5:00 p.m. (New York City time) on June 15, 2012 (the “Expiration Date”). Holders may withdraw any Debentures previously surrendered for repurchase at any time prior to 5:00 p.m. (New York City time) on the Expiration Date.
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