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Vector Group Ltd. Announces Tender Offer For All Outstanding 11% Senior Secured Notes Due 2015

Vector Group Ltd. (NYSE: VGR) (“Vector”) announced today that it is commencing a cash tender offer (the “Tender Offer”) with respect to any and all of its outstanding 11% Senior Secured Notes due 2015 (the “Notes”). In conjunction with the Tender Offer, the Company is soliciting consents (“Consents”) from holders of the Notes to certain proposed amendments (the “Proposed Amendments”) to the indenture (the “Indenture”) governing the Notes (the “Consent Solicitation”). The Proposed Amendments would amend the Indenture to eliminate substantially all of the restrictive covenants and certain events of default and other related provisions contained in the Indenture. Delivery of consents to the Proposed Amendments by holders of at least a majority of the aggregate principal amount of the outstanding Notes (excluding any Notes owned by Vector, any subsidiary guarantor of the Notes (a “Guarantor”) or any of their respective affiliates) is required for the adoption of the Proposed Amendments.

The Notes and other information relating to the Tender Offer and the Consent Solicitation are set forth in the table below.



CUSIP Numbers


ISIN Numbers


Principal Amount Outstanding


Tender Offer Consideration (1)


Consent Payment (1)


Total Consideration (1)

11% Senior Secured Notes due 2015 92240MAP3




$415,000,000 $1,012.92 $30 $1,042.92

______________ (1) Per $1,000 principal amount of Notes and excluding accrued and unpaid interest, which will be paid in addition to the Total Consideration or the Tender Offer Consideration, as applicable. Participating holders will receive accrued and unpaid interest, if any, on their accepted Notes up to but not including the applicable settlement Date.

Each holder who validly tenders and does not withdraw its Notes and validly delivers and does not revoke its corresponding Consents prior to 11:59 p.m., New York City time, on February 11, 2013 (as may be extended or earlier terminated, the “Consent Expiration Time”) will receive, if such Notes are accepted for purchase pursuant to the Tender Offer and the Consent Solicitation, the total consideration of $1,042.92 per $1,000 principal amount of Notes tendered, which includes the tender offer consideration of $1,012.92 and a consent payment of $30.00. Holders who validly tender and do not withdraw their Notes and validly deliver and do not revoke their corresponding Consents after the Consent Expiration Time but prior to the Expiration Time will receive only the tender offer consideration of $1,012.92 per $1,000 principal amount of Notes tendered and will not be entitled to receive a consent payment if such Notes are accepted for purchase pursuant to the Tender Offer and the Consent Solicitation. In addition, accrued and unpaid interest up to, but not including, the applicable settlement date of the Notes will be paid in cash on all validly tendered and accepted Notes.

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