Item 7.01 Regulation FD Disclosure
Senior Secured Notes Offering
On
The Notes will be issued by the Company at an initial price of 100.00% of the
principal amount of the Notes. The Notes will bear interest at a rate of 5.75%
per year, payable semi-annually in arrears 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
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
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
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 pricing of the Notes offering 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
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
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