SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 4, 2013
|VECTOR GROUP LTD. |
|(Exact Name of Registrant as Specified in Its Charter)|
|(State or Other Jurisdiction of Incorporation)|
|(Commission File Number)
||(I.R.S. Employer Identification No.)|
|100 S.E. Second Street, Miami, Florida
|(Address of Principal Executive Offices)
||(Registrant’s Telephone Number, Including Area Code)
||(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
On February 4, 2013, Vector Group Ltd. (NYSE:VGR) (the “Company”)
announced that it has priced $450 million aggregate principal amount of 7.750% senior secured notes due 2021 (the “Notes”).
A copy of the press release related to the pricing of the Notes offering is attached as Exhibit 99.1 and is incorporated herein
The Notes are being offered only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons
outside the United States in compliance with Regulation S under the Securities Act. 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 report 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 offer, solicitation or sale would be unlawful.
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.
In this report, all statements that are not purely historical
facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.
Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,”
“project,” “plan,” “estimate,” “intend,” and similar expressions. Forward-looking
statements are based on currently available business, economic, financial and other information and reflect management’s
current beliefs, expectations and views with respect to future developments and their potential effects on the Company. Actual
results could vary materially depending on risks and uncertainties that may affect the Company and its business. For a discussion
of such risks and uncertainties, please refer to the Company’s filings with the Securities and Exchange Commission. The Company
assumes no obligation to update any forward-looking statement made in this report to reflect subsequent events or circumstances
or actual outcomes.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is included with this report
and is being furnished solely for purposes of Item 7.01 of this Form 8-K:
99.1 Press release issued by Vector Group
Ltd. on February 4, 2013, announcing the pricing of the Notes offering.
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
||VECTOR GROUP LTD.|
||/s/ J. Bryant Kirkland III|
|Date: February 4, 2013
||J. Bryant Kirkland III |
||Vice President, Treasurer and Chief Financial Officer |