On January 28, 2021, Vector Group Ltd. completed the sale of $875.0 million in aggregate principal amount of its 5.75% senior secured notes due 2029 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A and pursuant to Regulation S in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were issued under an indenture, dated as of January 28, 2021 (the “Indenture”), among the Company, the subsidiaries of the Company party thereto as note guarantors (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”). The aggregate net cash proceeds from the sale of the Notes were approximately $855.5 million after deducting the Initial Purchaser’s discount and estimated expenses and fees payable by the Company in connection with the Notes offering. The Company intends to use the net cash proceeds from the Notes offering, 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. The Company previously announced its intention to redeem its 2025 Secured Notes with a redemption date of February 1, 2021, conditioned upon the closing of a refinancing transaction in a principal amount of at least $850 million through one or more offerings of debt securities. The Company will pay cash interest on the Notes at a rate of 5.75% per year, payable semi-annually on February 1 and August 1 of each year, beginning on August 1, 2021. Interest will accrue from January 28, 2021. Interest on overdue principal and interest, if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the Notes. The Company will make each interest payment to the holders of record on the immediately preceding January 15 and July 15, as the case may be. The Notes mature on February 1, 2029, or on such earlier date as results from the operation of certain springing maturity date provisions set forth in the Indenture. Prior to February 1, 2024, the Company may redeem some or all of the Notes at any time at a make-whole redemption price. On or after February 1, 2024, the Company may redeem some or all of the Notes at a premium that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date.