VECTOR GROUP LTD. (NYSE:VGR) Files An 8-K Regulation FD Disclosure

VECTOR GROUP LTD. (NYSE:VGR) Files An 8-K Regulation FD Disclosure

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Regulation FD Disclosure

Notes Offering

On January18, 2017, Vector Group Ltd. (NYSE:VGR) (the Company)
commenced an offer to issue and sell $850million aggregate
principal amount of senior secured notes due 2025 (the Notes).
The Company expects to price the Notes on January19, 2017. There
can be no assurance that the offering will be priced or

The Notes will be fully and unconditionally guaranteed by all of
the wholly owned domestic subsidiaries of the Company that are
engaged in the conduct of the Companys cigarette businesses. The
Notes will not be guaranteed by subsidiaries engaged in the
Companys real estate business conducted through its subsidiary
New Valley LLC. The guarantees provided by some of the subsidiary
guarantors will be secured by first priority or second priority
security interests in certain assets of such guarantors.

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 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.

Equity Offering

We intend to enter into an agreement with Jefferies LLC whereby
Jefferies LLC will agree to purchase 2,000,000 shares of
ourcommon stock at a purchase price of $22.00 per share (the
Equity Sale) subject to customary closing conditions, including
the consummation of the offering of the Notes. The closing of the
Equity Sale is conditioned on the closing of the offering of the

The Company intends to use the net cash proceeds from the
offering of the Notes and, to the extent completed concurrently
with the offering of the Notes, the Equity Sale or cash on hand
to redeem all of the Companys outstanding 7.750% Senior Secured
Notes due 2021 (the Existing Notes) and for general corporate

Redemption of Existing Notes

On January18, 2017, the Company also announced that it intends to
deliver a notice of redemption (the Redemption Notice) to holders
of the Existing Notes upon the closing of the offering of the

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 commencement of the
Notes offering and the delivery of the Redemption Notice for the
Existing Notices 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 Section18 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 Companys 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,
could, and similar expressions. Forward-looking statements are
based on currently available business, economic, financial and
other information and reflect managements 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 Companys 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

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 January18, 2017,
announcing the commencement of the Notes offering.



Vector Group Ltd. is a holding company. The Company is engaged in the manufacture and sale of cigarettes in the United States through its Liggett Group LLC (Liggett) and Vector Tobacco Inc. (Vector Tobacco) subsidiaries; the sale of electronic cigarettes (e-cigarettes) in the United States through its Zoom E-Cigs LLC (Zoom) subsidiary, and the real estate business through its New Valley LLC subsidiary, which is seeking to acquire or invest in additional real estate properties or projects. The Company’s business segments include Tobacco, E-Cigarettes and Real Estate. The Tobacco segment consists of the manufacture and sale of cigarettes. The E-Cigarettes segment includes the operations of the Company’s e-cigarette business. The Real Estate segment includes the Company’s investments in New Valley LLC, which includes Douglas Elliman, Escena, Sagaponack and investments in real estate ventures. Liggett’s brand portfolio includes EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, EVE and USA.

VECTOR GROUP LTD. (NYSE:VGR) Recent Trading Information

VECTOR GROUP LTD. (NYSE:VGR) closed its last trading session up +0.90 at 23.21 with 2,209,290 shares trading hands.

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