UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01. Other Events.
On May 13, 2020, Vector Group Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, as the underwriter, to issue and sell up to 5,750,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), including the underwriter’s option to purchase 750,000 additional shares, at a purchase price of $10.60 per share (the “Offering”).
On May 18, 2020, the Company completed the Offering. The net cash proceeds of the Offering were approximately $52 million, after deducting estimated fees and expenses payable by the Company and before any exercise of the underwriter’s option. The Common Stock sold in the Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (No. 333-231085) previously filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act.
Copies of the Underwriting Agreement and the opinion of the Company’s counsel as to the validity of the Common Stock are filed as Exhibits 1.1 and 5.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The Company is filing this Current Report Item 8.01 so as to file with the Commission certain items that are to be incorporated by reference into its Registration Statement.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated as of May 13, 2020, by and between Vector Group Ltd. and Jefferies LLC. | |
| 5.1 | Opinion of Sullivan & Cromwell LLP | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 duly authorized.
| Date: May 18, 2020 | VECTOR GROUP LTD. | ||
| By: | /s/ J. Bryant Kirkland III | ||
| J. Bryant Kirkland III | |||
| Senior Vice President, Treasurer and Chief Financial Officer | |||