Item 7.01 Regulation FD Disclosure
Operating Statistics
The Company's independent registered public accounting firm,
For the fourth quarter of 2020, the Tobacco segment had conventional cigarette
(wholesale) shipments of approximately 2.12 billion units compared to 2.07
billion units for the fourth quarter of 2019. For the year ended
For the fourth quarter of 2020, Eagle 20's represented 61% of Liggett's total volume, compared to 61% for the comparable 2019 period. For the fourth quarter of 2020, Pyramid represented 22% of Liggett's total volume, compared to 24% for the comparable 2019 period.
For the year ended
Real estate segment
For the fourth quarter of 2020,
Beginning in
Senior Secured Notes Offering
On
The Notes will be fully and unconditionally guaranteed on a joint and several
basis by all of the wholly owned domestic subsidiaries of the Company that are
engaged in the conduct of the Company's cigarette business, which subsidiaries,
as of the issuance date of the Notes, are also guarantors under the Company's
outstanding 10.500% senior notes due 2026. The Notes will not be guaranteed by
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The Company intends to use the net cash proceeds from the offering of the Notes,
together with cash on hand, to redeem all of the Company's outstanding 6.125%
senior secured notes due 2025 (the "2025 Secured Notes"), including accrued
interest and any premium thereon, and to pay fees and expenses in connection
with the offering of the Notes and the redemption of the 2025 Secured Notes. As
of
The Notes are being offered in a private offering that is exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), to qualified institutional buyers in accordance with Rule
144A under the Securities Act and to persons outside
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 is attached as Exhibit 99.1 and is incorporated herein by reference.
The Company has also prepared materials for presentations to investors. The materials are furnished (not filed) as Exhibit 99.2 to this Current Report on Form 8-K pursuant to Regulation FD.
Additional Information
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.
This Current Report on Form 8-K contains forward-looking statements, which
involve risk and uncertainties. The words "believe," "expect," "estimate,"
"may," "will," "could," "plan," or "continue" and similar expressions are
intended to identify forward-looking statements. The Company's actual results
could differ significantly from the results discussed in such forward-looking
statements. Factors that could cause or contribute to such differences in
results and outcomes include, without limitation, those discussed under the
heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year
ended
Non-GAAP Financial Measures
In Exhibit 99.2, the Company uses financial measures that are derived on the
basis of methodologies other than in accordance with generally accepted
accounting principles ("GAAP"). The Company believes that these non-GAAP
financial measures are important measures that supplement discussions and
analysis of its results of operations and enhances an understanding of its
operating performance. The Company believes the non-GAAP financial measures
provide investors and analysts with a useful measure of operating results
unaffected by differences in capital structures, capital investment cycles and
ages of related assets among otherwise comparable companies. Management uses the
non-GAAP financial measures as measures to review and assess operating
performance of the Company's business, and management and investors should
review both the overall performance and the operating performance of the
Company's business. While management considers the non-GAAP financial measures
to be important, they should be considered in addition to, but not as
substitutes for or superior to, other measures of financial performance prepared
in accordance with GAAP, such as operating income, net income and cash flows
from operations. In addition, the non-GAAP financial measures are susceptible to
varying calculations and the Company's measurement of the non-GAAP financial
measures may not be comparable to those of other companies. A reconciliation of
certain non-GAAP measures used in this presentation, including Adjusted EBITDA
attributed to
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net income, is included in the appendix of the presentation in Exhibit 99.2.
Please also refer to the Company's Current Reports on Form 8-K, filed with the
Item 9.01 Financial Statements and Exhibits.
(d) 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:
Exhibit No. Exhibit 99.1 Press release issued byVector Group Ltd. onJanuary 11, 2021 , announcing the commencement of the Notes offering. 99.2 Investor presentation ofVector Group Ltd. datedJanuary 2021 (furnished pursuant to Regulation FD).
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