Основная статистика
| LEI | 549300TUIF4WWN6NDN50 |
| CIK | 59440 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vector Group Ltd.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| November 12, 2024 |
VGR / Vector Group Ltd. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Vector Group Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 92240M108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| October 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(f) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-5759 VECTOR GROUP LTD. (Exact name of registrant as specified in its char |
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| October 15, 2024 |
VGR / Vector Group Ltd. / FROST PHILLIP MD ET AL - SC 13D/A Activist Investment SC 13D/A 1 tm2426166d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 11)* VECTOR GROUP LTD. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 92240M108 (CUSIP Number) J. Brya |
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| October 7, 2024 |
Exhibit 10.3 October [•], 2024 [Name] At the Address on File with the Company Dear [Name]: This is your Retention Letter Agreement (the “Agreement”) with Vector Group Ltd. (the “Company”). Reference is made to that certain Agreement and Plan of Merger, dated as of August 21, 2024 (the “Merger Agreement”), by and among JTI (US) Holding Inc., Vapor Merger Sub Inc. (“Merger Sub”) and the Company, pur |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) VECTOR GROUP LTD. (Name of Subject Company (Issuer)) VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V. (Name |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
JT Group Completes Acquisition of Vector Group Ltd. Exhibit (a)(5)(F) FOR IMMEDIATE RELEASE Tokyo, October 7, 2024 JT Group Completes Acquisition of Vector Group Ltd. |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
VECTOR GROUP LTD. Amendment to The Vector Group Ltd. Supplemental Retirement Plan Exhibit 10.1 EXECUTION VERSION VECTOR GROUP LTD. Amendment to The Vector Group Ltd. Supplemental Retirement Plan This amendment (the “Amendment”) to the Vector Group Ltd. Supplemental Retirement Plan (as amended, the “SERP”), was adopted by the Board of Directors of Vector Group Ltd. (the “Company”) on October 7, 2024 (the “Amendment Effective Date”). Capitalized terms used and not defined herein |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
AMENDED & RESTATED BYLAWS VECTOR GROUP LTD. ARTICLE I Exhibit 3.2 AMENDED & RESTATED BYLAWS OF VECTOR GROUP LTD. ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of Vector Group Ltd. (the “Corporation”) shall be established and maintained at the office of Corporation Service Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said company shall be the registered agent of the Corporation |
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| October 7, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 18, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 7, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VECTOR GROUP LTD. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VECTOR GROUP LTD. First: The name of the corporation is Vector Group Ltd. Second: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company. Third: The purpose of t |
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| October 7, 2024 |
Exhibit 10.2 October 7, 2024 [Richard J. Lampen][Marc N. Bell][J. Bryant Kirkland III] At the Address on File with the Company Dear [Richard][Marc][Bryant]: This letter agreement constitutes an amendment to that certain [Employment Agreement, dated as of January 27, 2006, by and between Vector Group Ltd., a Delaware corporation (together with its successors and assigns, the “Company”), and Richard |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 VECTOR GROUP LTD. (Exact name of Registrant as Specified in Its Charter) Delaware 1-5759 65-0949535 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
VGR / Vector Group Ltd. / LORBER HOWARD M - SC 13D/A Activist Investment SC 13D/A 1 d865011dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* VECTOR GROUP LTD. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 92240M108 (CUSIP Number) Howard M. Lorber c/o Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137 (30 |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 92240M108 (CUSIP Number of C |
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| October 4, 2024 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 92240M108 (CUSIP N |
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| October 4, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) VECTOR GROUP LTD. (Name of Subject Company (Issuer)) VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V. (Name |
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| October 1, 2024 |
VGR / Vector Group Ltd. / FROST PHILLIP MD ET AL - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240. |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 92240M108 (CUSIP Number of C |
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| September 18, 2024 |
Exhibit (a)(5)(E) Press Release Japan Tobacco Inc. (JT) announces withdrawal and refiling of Premerger Notification and Report Form under the HSR Act and extension of tender offer to acquire Vector Group Ltd. Tokyo, Japan — September 18, 2024 — JT announced today that it has withdrawn and refiled its Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of |
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| September 18, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) VECTOR GROUP LTD. (Name of Subject Company (Issuer)) VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V. (Name |
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| September 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 92240M108 (CUSIP Number of C |
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| September 4, 2024 |
Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of VECTOR GROUP LTD. |
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| September 4, 2024 |
[The next page is the signature page] Exhibit (D)(4) April 8, 2024 JT International Holding B.V. Bella Donna 4 1181 RM Amstelveen The Netherlands Ladies and Gentlemen: You have requested information from Vector Group Ltd. (together with its controlled affiliates, and including any successor thereto, the “Company” or “us”) in connection with your consideration of a possible mutually agreed transaction between us (a “Transaction”). The |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Name of Subject Company — Issuer) VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V. (Names of Filing Persons |
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| September 4, 2024 |
Exhibit (a)(1)(D) Offer To Purchase All Outstanding Shares of Common Stock of VECTOR GROUP LTD. |
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| September 4, 2024 |
Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| September 4, 2024 |
Clean Team Confidentiality Agreement Exhibit (d)(6) Clean Team Confidentiality Agreement This Clean Team Confidentiality Agreement (the “Agreement”) is entered on July 3, 2024, by and between Vector Group Ltd. |
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| September 4, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) VECTOR GROUP LTD. |
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| September 4, 2024 |
[The next page is the signature page] Exhibit (D)(5) CONFIDENTIAL August 27, 2024 Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137-3212 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of August 21, 2024, by and among Vector Group Ltd. (“you” or “your”), JTI (US) Holding Inc. (“Parent”) and Vapor Merger Sub Inc. (the “Merger Agreement”). Pursuant to the Transactions (as defined |
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| September 4, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 92240M108 (CUSIP Number of C |
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| September 4, 2024 |
Exhibit (a)(1)(E) Offer To Purchase All Outstanding Shares of Common Stock of VECTOR GROUP LTD. |
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| September 4, 2024 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of VECTOR GROUP LTD. |
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| September 4, 2024 |
Exhibit (a)(1)(C) Notice of Guaranteed Delivery to Tender Shares of Common Stock of VECTOR GROUP LTD. |
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| August 23, 2024 |
Exhibit 99.2 From: Gina Kubat Date: August 21, 2024 at 7:01:11 AM EDT Subject: Message from Howard Lorber, President and CEO From: Howard Lorber To: Vector Group Miami and New York Employees Subject: Update from the Leadership Team To All Employees, I write to share some important and exciting news about the next chapter in our company’s success story. Today we announced that Vector Group has agre |
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| August 23, 2024 |
Exhibit 99.4 Vector Group to be acquired by JT Group for $15.00 per share in cash We expect enhanced scale and resources to enable us to further expand distribution, fuel continued growth and deliver increased value to our customers. We expect there will be new opportunities for you as part of a larger, growing global company. Transaction expected to close in the fourth quarter of 2024, subject to |
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| August 23, 2024 |
Exhibit 99.1 From: Howe, Kim Sent: Wednesday, August 21, 2024 6:07 AM To: Morrisville Employees; Field Sales Subject: Important Company Update Attachments: Vector Group Press Release.pdf Importance: High Sent out on behalf of Nick Anson & Ron Bernstein To All Employees, We write to share some important and exciting news about the next chapter in our company’s success story. Today we announced that |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person(s) Filing Statement) Common stock, par value $0.10 per share (Title of Class of Securities) 92240M108 (CUSIP Number of Class of Securit |
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| August 23, 2024 |
Exhibit 99.3 August 21, 2024 From: Nick Anson To: Customers Subject: Liggett Vector Brands to Join JT Group Dear Valued Liggett Vector Brands Customer, I am pleased to share that our parent company, Vector Group, has agreed to be acquired by JT Group, a global company, headquartered in Tokyo, Japan, operating in tobacco, pharmaceuticals and processed food. JT Group’s global tobacco business, headq |
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| August 22, 2024 |
VGR / Vector Group Ltd. / LORBER HOWARD M - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* VECTOR GROUP LTD. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 92240M108 (CUSIP Number) Howard M. Lorber c/o Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137 (305) 579-8000 (Name, Address and |
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| August 21, 2024 |
EX-99.1 Exhibit 99.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2024, by and among JTI (US) Holding Inc., a Delaware corporation (“Parent”), Vapor Merger Sub Inc., a Delaware corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub”), and the undersigned holders (the “Stockholders” and each h |
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| August 21, 2024 |
Exhibit 99.3 Eddy Pirard President and Chief Executive Officer August 21, 2024 To all Vector Group Ltd. employees, Hello everyone. My name is Eddy Pirard and I am the President and C.E.O. of JT International, JT Group’s tobacco business. While I would have preferred to be with you in person today, I wanted to share my enthusiasm and excitement following the announcement made today. I am truly deli |
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| August 21, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Tokyo, August 21, 2024 JT Group to Acquire Vector Group Ltd. Japan Tobacco Inc. (JT) (the “Company”) (TSE: 2914) announces today that the JT Group has reached an agreement with Vector Group Ltd. (“VGR”), the fourth largest tobacco company in the United States, to acquire VGR. Based on the agreement, the JT Group will conduct a tender offer for all outstanding sha |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Num |
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| August 21, 2024 |
Exhibit 99.2 |
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| August 21, 2024 |
[The remainder of this page is left blank intentionally.] EX-10.1 Exhibit 10.1 GUARANTEE This Guarantee (the “Guarantee”) is made by JT International Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the law of the Netherlands (the “Guarantor”), in favor of Vector Group Ltd., a Delaware corporation (the “Company”) in respect of that certain Agreement and Plan of Merg |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Name of Subject Company — Issuer) VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V. (Names of Filing Persons |
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| August 21, 2024 |
Delivers significant value for stockholders while positioning Vector Group for long-term success EX-99.2 Exhibit 99.2 Vector Group Announces Agreement to be Acquired by JT Group August 21, 2024 Delivers significant value for stockholders while positioning Vector Group for long-term success MIAMI—(BUSINESS WIRE)—Aug. 21, 2024 — Vector Group Ltd. (NYSE: VGR) today announced that it has entered into a definitive agreement to be acquired by JT Group, a global company headquartered in Tokyo, Japan |
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| August 21, 2024 |
EX-10.2 Exhibit 10.2 Final Form CONFIDENTIAL August [•], 2024 [Name] At the Address on File with the Company Dear [Name]: This is your Transaction Bonus Agreement (the “Agreement”) with Vector Group Ltd. (the “Company”). Reference is made to that certain Agreement and Plan of Merger, dated as of [•], 2024 (the “Merger Agreement”), by and among JTI (US) Holding Inc., Vapor Merger Sub Inc. (“Merger |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 VECTOR GROUP LTD. (Exact name of Registrant as Specified in Its Charter) Delaware 1-5759 65-0949535 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 21, 2024 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among JTI (US) HOLDING INC., VAPOR MERGER SUB INC. and VECTOR GROUP LTD. Dated as of August 21, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 15 1.3 Certain Interpretations 17 ARTICLE II THE OFFER 19 2.1 The Offer 19 2.2 Company Actions 24 ARTICLE II |
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| August 2, 2024 |
EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements June 30, 2024 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of June 30, 2024 and the related Condensed Consolidating Statements of Operations for the six months ended June 30, 2024 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subs |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65- |
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| August 2, 2024 |
Vector Group Ltd. List of Guarantor Subsidiaries EX-22.1 2 a2024q2ex221.htm EX-22.1 EXHIBIT 22.1 Vector Group Ltd. List of Guarantor Subsidiaries Vector Group Ltd. (“Vector Group”), a Delaware corporation, and the following 100% owned subsidiaries of Vector Group have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis. Any such debt securities may be issued by Vector Group and guaranteed on |
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| August 2, 2024 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Carmenates, et al. v. R.J. Reynolds Tobacco Company, et al., Case No. 07-46080, Circuit Court of the 11th Judicial Circuit, Miami-Dade County (case filed 12/27/07). Three plaintiffs suing on behalf of the estates and survivors of three deceased smokers. Forbing, et al. v. R.J. Reynolds Tobacco Company, et al., Case No. 2008-CA-001013, Circui |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe |
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| August 1, 2024 |
FOR IMMEDIATE RELEASE Contact: FGS Global 212-687-8080 (U.S.) [email protected] J. Bryant Kirkland III, Vector Group Ltd. 305-579-8000 VECTOR GROUP REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS Montego maintains position as largest discount brand in the U.S. Second Quarter 2024 Highlights: •Consolidated revenues of $371.9 million, up 1.7% or $6.3 million compared to the prior year period |
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| August 1, 2024 |
Investor Presentation August 2024 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| July 10, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under § 240. |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of |
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| May 6, 2024 |
Investor Presentation May 2024 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| May 6, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Number) |
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| May 3, 2024 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Bish v. R.J. Reynolds Tobacco Company, et al., Case No. 2022-CA-000076, Circuit Court of the 5th Judicial Circuit, Citrus County (case filed 02/07/22). One individual suing on behalf of the estate and survivors of a deceased smoker. Carmenates, et al. v. R.J. Reynolds Tobacco Company, et al., Case No. 07-46080, Circuit Court of the 11th Judi |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65 |
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| May 3, 2024 |
EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements March 31, 2024 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of March 31, 2024 and the related Condensed Consolidating Statements of Operations for the three months ended March 31, 2024 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the |
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| May 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Number) |
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| May 2, 2024 |
FOR IMMEDIATE RELEASE Contact: Columbia Clancy/Catherine Livingston FGS Global 212-687-8080 (U. |
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| April 29, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 6 |
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| February 16, 2024 |
RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN EX-10.11 6 d721253dex1011.htm EX-10.11 Exhibit 10.11 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 24, 2021 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and Howard M |
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| February 16, 2024 |
EX-10.15 10 d721253dex1015.htm EX-10.15 Exhibit 10.15 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 24, 2021 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Comp |
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| February 16, 2024 |
VGR / Vector Group Ltd. / LORBER HOWARD M - SC 13D Activist Investment SC 13D 1 d721253dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VECTOR GROUP LTD. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 92240M108 (CUSIP Number) Howard M. Lorber c/o Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137 (305) 579-8000 (Name, Addre |
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| February 16, 2024 |
RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN EX-10.14 9 d721253dex1014.htm EX-10.14 Exhibit 10.14 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 13, 2024 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and Howard M |
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| February 16, 2024 |
EX-10.16 11 d721253dex1016.htm EX-10.16 Exhibit 10.16 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of March 1, 2022 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 3 |
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| February 16, 2024 |
VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 27, 2018 EX-10.8 3 d721253dex108.htm EX-10.8 Exhibit 10.8 VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 27, 2018 Mr. Howard M. Lorber C/O Vector Group Ltd. 4400 Biscayne Blvd 10th Floor Miami, FL 33137 Dear Mr. Lorber: We are pleased to inform you that, effective on the date hereof, Vector Group Ltd. (the “Company”) has granted you a nonqualified option (the “Option”) to purchas |
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| February 16, 2024 |
EX-10.17 12 d721253dex1017.htm EX-10.17 Exhibit 10.17 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 15, 2023 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, |
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| February 16, 2024 |
EX-10.13 8 d721253dex1013.htm EX-10.13 Exhibit 10.13 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 15, 2023 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Comp |
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| February 16, 2024 |
RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN EX-10.10 5 d721253dex1010.htm EX-10.10 Exhibit 10.10 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of May 27, 2020 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and Howard M. Lor |
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| February 16, 2024 |
Vector Group Ltd. Executive Compensation Clawback Policy.* EXHIBIT 97.1 VECTOR GROUP LTD. EXECUTIVE COMPENSATION CLAWBACK POLICY (ADOPTED AS OF NOVEMBER 21, 2023) I.GENERAL Vector Group Ltd. (the “Company”) has adopted this executive compensation clawback policy (this “Policy”) to provide for the recovery or “clawback” of Incentive-Based Compensation earned by current or former Executive Officers of the Company in the event of a required Restatement (each |
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| February 16, 2024 |
Condensed Consolidating Financial Statements of Vector Group Ltd.* EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements December 31, 2023 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of December 31, 2023 and the related Condensed Consolidating Statements of Operations for the year ended December 31, 2023 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and th |
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| February 16, 2024 |
EX-10.18 13 d721253dex1018.htm EX-10.18 Exhibit 10.18 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 15, 2023 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, |
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| February 16, 2024 |
EX-10.19 14 d721253dex1019.htm EX-10.19 Exhibit 10.19 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 13, 2024 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Comp |
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| February 16, 2024 |
VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 23, 2017 EX-10.7 2 d721253dex107.htm EX-10.7 Exhibit 10.7 VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 23, 2017 Mr. Howard M. Lorber 712 Fifth Avenue, 52nd Floor New York, NY 10019 Dear Mr. Lorber: We are pleased to inform you that, effective on the date hereof, Vector Group Ltd. (the “Company”) has granted you a nonqualified option (the “Option”) to purchase 250,000 shares of |
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| February 16, 2024 |
EX-10.20 15 d721253dex1020.htm EX-10.20 Exhibit 10.20 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 13, 2024 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Comp |
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| February 16, 2024 |
EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY The following is a list of our active subsidiaries as of December 31, 2023, including the jurisdiction of incorporation of each and the names under which such subsidiaries conduct business. In the case of each subsidiary which is indented, its immediate parent owns beneficially all of the voting securities. VGR Holding LLC Delaware Liggett Group LLC Delawar |
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| February 16, 2024 |
VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 27, 2019 EX-10.9 4 d721253dex109.htm EX-10.9 Exhibit 10.9 VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 27, 2019 Mr. Howard M. Lorber C/O Vector Group Ltd. 4400 Biscayne Blvd 10th Floor Miami, FL 33137 Dear Mr. Lorber: We are pleased to inform you that, effective on the date hereof, Vector Group Ltd. (the “Company”) has granted you a nonqualified option (the “Option”) to purchas |
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| February 16, 2024 |
List of Subsidiary Guarantors.* EXHIBIT 22.1 Vector Group Ltd. List of Guarantor Subsidiaries Vector Group Ltd. (“Vector Group”), a Delaware corporation, and the following 100% owned subsidiaries of Vector Group have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis. Any such debt securities may be issued by Vector Group and guaranteed on a full and unconditional basis by t |
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| February 16, 2024 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65- |
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| February 16, 2024 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved |
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| February 16, 2024 |
EX-10.12 7 d721253dex1012.htm EX-10.12 Exhibit 10.12 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of March 1, 2022 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company” |
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| February 14, 2024 |
FOR IMMEDIATE RELEASE Contact: FGS Global 212-687-8080 (U.S.) [email protected] J. Bryant Kirkland III, Vector Group Ltd. 305-579-8000 VECTOR GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS Montego maintains position as largest discount brand in the U.S. Fourth Quarter 2023 Highlights: •Consolidated revenues of $360.4 million, down 0.9% or $3.4 million compared to the p |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N |
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| February 14, 2024 |
Investor Presentation February 2024 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| February 13, 2024 |
VGR / Vector Group Ltd. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02193-vectorgroupltd.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Vector Group Ltd Title of Class of Securities: Common Stock CUSIP Number: 92240M108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate th |
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| February 9, 2024 |
VGR / Vector Group Ltd. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Vector Group Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 92240M108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| November 3, 2023 |
EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements September 30, 2023 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of September 30, 2023 and the related Condensed Consolidating Statements of Operations for the nine months ended September 30, 2023 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guaranto |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-575 |
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| November 3, 2023 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved |
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| November 2, 2023 |
Investor Presentation November 2023 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| November 2, 2023 |
FOR IMMEDIATE RELEASE Contact: FGS Global 212-687-8080 (U.S.) [email protected] J. Bryant Kirkland III, Vector Group Ltd. 305-579-8000 VECTOR GROUP REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS Montego becomes the largest U.S. discount brand Third Quarter 2023 Highlights: •Consolidated revenues of $364.1 million, down 3.7% or $13.9 million compared to the prior year period. •Tobacco segme |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Nu |
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| August 25, 2023 |
EXHIBIT 4.5 NON-EMPLOYEE DIRECTOR RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of [Grant Date] (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and [Participant] (the “Participant” |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 25, 2023 As filed with the Securities and Exchange Commission on August 25, 2023 Registration No. |
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| August 25, 2023 |
EXHIBIT 4.4 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of [Grant Date] (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and [Participant] (the “Participant”). W |
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| August 25, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Vector Group Ltd. |
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| August 25, 2023 |
EXHIBIT 4.3 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of [Grant Date] (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and [Participant] (the “Participant”). WHEREAS, the Board |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 25, 2023 As filed with the Securities and Exchange Commission on August 25, 2023 Registration No. |
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| August 4, 2023 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved |
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| August 4, 2023 |
Investor Presentation August 2023 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numb |
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| August 4, 2023 |
EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements June 30, 2023 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of June 30, 2023 and the related Condensed Consolidating Statements of Operations for the six months ended June 30, 2023 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subs |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65- |
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| August 4, 2023 |
FOR IMMEDIATE RELEASE Contact: Columbia Clancy/Catherine Livingston FGS Global 212-687-8080 (U. |
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| July 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe |
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| July 31, 2023 |
VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN 1.Establishment, Purpose and Duration. Vector Group Ltd. (referred to below as the “Company”) hereby establishes an incentive compensation plan to be known as the 2023 Management Incentive Plan (the “Plan”), effective as of July 26, 2023 (the “Effective Date”). The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of |
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| June 16, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under § 240. |
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| June 16, 2023 |
DEFA14A 1 a2022noticeandaccess.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary |
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| May 9, 2023 |
vgrinvxq123pres Investor Presentation May 2023 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65 |
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| May 9, 2023 |
AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 4.1 AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 8, 2023, by and among LIGGETT GROUP LLC, a Delaware limited liability company, as successor to Liggett Group Inc. (“Liggett”), 100 MAPLE LLC, a Delaware limited liability company (“100 Maple”), VECTOR TOBACCO LLC (formerly kno |
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| May 9, 2023 |
FOR IMMEDIATE RELEASE Contact: Columbia Clancy/Catherine Livingston FGS Global 212-687-8080 (U. |
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| May 9, 2023 |
EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements March 31, 2023 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of March 31, 2023 and the related Condensed Consolidating Statements of Operations for the three months ended March 31, 2023 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the |
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| May 9, 2023 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Number) |
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| May 1, 2023 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) |
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| May 1, 2023 |
EX-10.1 2 ex1012210-ka.htm EX-10.1 EXHIBIT 10.1 February 28, 2023 Ronald J. Bernstein [address redacted] RE: Amendment to Non-Executive Chairman & Senior Advisor Agreement dated February 18, 2020 (the “Advisor Agreement”) Dear Ron: This will confirm our mutual agreement to amend the above referenced Advisor Agreement as follows: The second paragraph of Paragraph 2. Services; Term; Renewal; shall b |
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| February 21, 2023 |
EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements December 31, 2022 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of December 31, 2022 and the related Condensed Consolidating Statements of Operations for the year ended December 31, 2022 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and th |
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| February 21, 2023 |
Vector Group Ltd. List of Guarantor Subsidiaries EXHIBIT 22.1 Vector Group Ltd. List of Guarantor Subsidiaries Vector Group Ltd. (“Vector Group”), a Delaware corporation, and the following 100% owned subsidiaries of Vector Group have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis. Any such debt securities may be issued by Vector Group and guaranteed on a full and unconditional basis by t |
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| February 21, 2023 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved |
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| February 21, 2023 |
Exhibit 4.4 SECURITY AGREEMENT DATED JANUARY 28, 2021 between EACH OF THE GRANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent CONTENTS Clause Page 1.Interpretation 1 2.Secured liabilities 5 3.Creation of security 6 4.Perfection and further assurances 6 5.Representations and warranties 8 6.Undertakings 12 7.When security becomes enforceable 15 8.Enforcement of security 15 9 |
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| February 21, 2023 |
Exhibit 4.5 SECOND AMENDED AND RESTATED INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and LIGGETT GROUP LLC, as an Initial Borrower and 100 MAPLE LLC, as an Initial Borrower and The Other Borrowers from time to time party hereto TABLE OF CONTENTS Page Section 1. DEFINITIONS; INTERPRE |
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| February 21, 2023 |
Exhibit 10.38 3rd AMENDMENT TO OFFICE LEASE VECTOR GROUP LTD. — 10th FLOOR THIS 3rd AMENDMENT TO OFFICE LEASE (this "Amendment") is made as of January 30, 2023, by and between FROST REAL ESTATE HOLDINGS LLC, a Florida limited liability company ("Landlord") and VECTOR GROUP LTD, a Delaware Corporation (Tenant"). Landlord and Tenant entered into that certain Office Lease, dated as of September 10, 2 |
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| February 21, 2023 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65- |
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| February 21, 2023 |
EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY The following is a list of our active subsidiaries as of December 31, 2022, including the jurisdiction of incorporation of each and the names under which such subsidiaries conduct business. In the case of each subsidiary which is indented, its immediate parent owns beneficially all of the voting securities. VGR Holding LLC Delaware Liggett Group LLC Delawar |
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| February 21, 2023 |
Exhibit 4.2 PLEDGE AGREEMENT DATED JANUARY 28, 2021 between VGR HOLDING LLC and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent CONTENTS Clause Page 1.INTERPRETATION 1 1.1Definitions 1 1.2Construction 2 2.SECURED LIABILITIES 3 2.1Secured Liabilities 3 2.2Specification of Secured Liabilities 4 3.CREATION OF PLEDGE AND SECURITY 4 3.1Security interest 4 3.2General 4 4.PERFECTION AND FURTHER ASSURA |
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| February 21, 2023 |
EXHIBIT 10.40 THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, and LIGGETT GROUP LLC, 100 MAPLE LLC, and VECTOR TOBACCO INC., as Borrowers Dated as of January 14, 2015, as amended by Amendment No. 1 dated as of January 27, 2017, Amendment No. 2 dated as of October 30, 2018, |
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| February 21, 2023 |
EXHIBIT 10.29 NON-EMPLOYEE DIRECTOR RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of [Grant Date] (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and [Participan |
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| February 21, 2023 |
Exhibit 4.3 SECURITY AGREEMENT DATED JANUARY 28, 2021 between VECTOR TOBACCO INC. and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent CONTENTS Clause Page Interpretation.........................................................................................................................................… 1 Creation of security................................................................... |
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| February 21, 2023 |
Exhibit 4.1 VECTOR GROUP LTD. AND EACH OF THE GUARANTORS PARTY HERETO 5.75% SENIOR SECURED NOTES DUE 2029 INDENTURE Dated as of January 28, 2021 U.S. BANK NATIONAL ASSOCIATION as Trustee and as Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 23 Section 1.03 Trust Indenture Act Not Applicable. 23 |
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| February 21, 2023 |
Executive Compensation Clawback Policy EXHIBIT 10.39 Executive Compensation Clawback Policy (Adopted as of April 24, 2020) General As a condition to receiving bonus and incentive-based compensation from Vector Group Ltd. (the “Company”) and its subsidiaries, each executive officer named in the summary compensation table of the Company’s proxy statement (a “NEO”) shall enter into an agreement with the Company providing that any performa |
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| February 16, 2023 |
Investor Presentation February 2023 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N |
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| February 16, 2023 |
FOR IMMEDIATE RELEASE Contact: Columbia Clancy/Catherine Livingston FGS Global 212-687-8080 (U. |
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| February 13, 2023 |
VGR / Vector Group Ltd / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Vector Group Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 92240M108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 9, 2023 |
VGR / Vector Group Ltd / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02166-vectorgroupltd.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Vector Group Ltd. Title of Class of Securities: Common Stock CUSIP Number: 92240M108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate t |
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| December 16, 2022 |
AMENDED AND RESTATED BYLAWS OF VECTOR GROUP LTD. EFFECTIVE DECEMBER 15, 2022 (a Delaware corporation) ARTICLE I Offices SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Wilmington, County of New Castle. SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at such pla |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N |
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| November 2, 2022 |
EX-99.1 2 a2022q3pressrelease.htm EX-99.1 FOR IMMEDIATE RELEASE Contact: Emily Claffey/Columbia Clancy FGS Global 212-687-8080 Abi Genis FGS Global - Europe +44 (0)20 3178 8914 J. Bryant Kirkland III, Vector Group Ltd. 305-579-8000 VECTOR GROUP REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS Tobacco Segment Revenues Set Quarterly Record Fueled by Continued Strong Volume Third Quarter 2022 Highlights: |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Nu |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-575 |
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| November 2, 2022 |
EX-99.1 5 a2022q3ex991.htm EX-99.1 Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle p |
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| November 2, 2022 |
Investor Presentation November 2022 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| November 2, 2022 |
EX-99.2 6 a2022q3ex992.htm EX-99.2 EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements September 30, 2022 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of September 30, 2022 and the related Condensed Consolidating Statements of Operations for the nine months ended September 30, 2022 of Vector Group Ltd. (Parent/Issuer), the guaranto |
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| September 9, 2022 |
As filed with the Securities and Exchange Commission on September 9, 2022 As filed with the Securities and Exchange Commission on September 9, 2022 Registration No. |
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| September 9, 2022 |
EX-FILING FEES 2 ex107.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Vector Group Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Pric |
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| September 9, 2022 |
EX-25.1 7 ex251s-3asr22.htm EX-25.1 EXHIBIT 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified |
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| September 9, 2022 |
EX-4.7 3 ex47s-3asr.htm EX-4.7 VECTOR GROUP LTD. ——————————— INDENTURE Dated as of , 2022 ——————————— U.S. Bank Trust Company, National Association Trustee i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1 Definitions..................................................................................................................1 Section 1.2 Other Definitio |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numb |
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| August 5, 2022 |
Investor Presentation August 2022 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| August 5, 2022 |
EX-99.2 6 a2022q2ex992.htm EX-99.2 EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements June 30, 2022 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of June 30, 2022 and the related Condensed Consolidating Statements of Operations for the six months ended June 30, 2022 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries ( |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65- |
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| August 5, 2022 |
FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler FGS Global 212-687-8080 Abi Genis FGS Global - Europe +44 (0)20 3178 8914 J. |
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| August 5, 2022 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court?s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the ?Engle progeny? cases. Liggett has resolved |
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| June 30, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe |
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| June 27, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe |
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| June 27, 2022 |
Investor Presentation June 2022 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Number |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65 |
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| May 10, 2022 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court?s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the ?Engle progeny? cases. Liggett has resolved |
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| May 10, 2022 |
Investor Presentation May 2022 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| May 10, 2022 |
EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements March 31, 2022 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of March 31, 2022 and the related Condensed Consolidating Statements of Operations for the three months ended March 31, 2022 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the |
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| May 10, 2022 |
FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler /Columbia Clancy Sard Verbinnen & Co 212-687-8080 Abi Genis Sard Verbinnen & Co - Europe +44 (0)20 3178 8914 J. |
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| May 10, 2022 |
EXHIBIT 10.1 April 29, 2022 Howard M. Lorber At the Address on File with the Company Dear Howard: This letter amends and restates the letter agreement between you and Vector Group Ltd. (the ?Company?) dated as of December 21, 2021 and confirms our mutual understanding regarding your employment with the Company following the consummation of the transactions contemplated by the Distribution Agreemen |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of |
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| May 2, 2022 |
DEF 14A 1 vgr-2021xdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o |
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| April 29, 2022 |
EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF VECTOR GROUP LTD. EFFECTIVE APRIL 29, 2022 (a Delaware corporation) ARTICLE I Offices SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Wilmington, County of New Castle. SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numb |
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| March 2, 2022 |
EX-99.1 9 a2021q4ex991.htm EX-99.1 Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle p |
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| March 2, 2022 |
SEC FILE NUMBER 1-05759 CUSIP NUMBER 92240M108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 2, 2022 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65- |
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| March 2, 2022 |
EX-99.2 10 a2021q4ex992.htm EX-99.2 EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements December 31, 2021 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of December 31, 2021 and the related Condensed Consolidating Statements of Operations for the year ended December 31, 2021 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidi |
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| March 2, 2022 |
Vector Group Ltd. List of Guarantor Subsidiaries EXHIBIT 22.1 Vector Group Ltd. List of Guarantor Subsidiaries Vector Group Ltd. (?Vector Group?), a Delaware corporation, and the following 100% owned subsidiaries of Vector Group have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis. Any such debt securities may be issued by Vector Group and guaranteed on a full and unconditional basis by t |
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| March 2, 2022 |
EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY The following is a list of our active subsidiaries as of December 31, 2021, including the jurisdiction of incorporation of each and the names under which such subsidiaries conduct business. In the case of each subsidiary which is indented, its immediate parent owns beneficially all of the voting securities. VGR Holding LLC Delaware Liggett Group LLC Delawar |
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| March 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe |
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| March 1, 2022 |
FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler Sard Verbinnen & Co 212-687-8080 Eve Young Sard Verbinnen & Co - Europe +44 (0)20 3178 8914 J. |
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| February 11, 2022 |
VGR / Vector Group Ltd / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Vector Group Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 92240M108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| February 10, 2022 |
VGR / Vector Group Ltd / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Vector Group Ltd. Title of Class of Securities: Common Stock CUSIP Number: 92240M108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??R |
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| January 4, 2022 |
Exhibit 2.1 DISTRIBUTION AGREEMENT by and between VECTOR GROUP LTD. and DOUGLAS ELLIMAN INC. Originally dated as of December 21, 2021, and amended and restated as of December 28, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 18 Section 1.3 Relevant Time; Suspension 19 ARTICLE II THE SEPARATION Section 2.1 General 1 |
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| January 4, 2022 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma condensed consolidated financial information presented below consists of an unaudited pro forma condensed consolidated balance sheet as of September 30, 2021 and unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2021 and for the three years |
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| January 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2022 (December 28, 2021) VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 |
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| December 30, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 (December 29, 2021) VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-094953 |
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| December 30, 2021 |
Exhibit 99.1 Vector Group Announces Completion of Douglas Elliman Spin-off Vector Group will Continue to Trade on the NYSE under the Symbol ?VGR? MIAMI, FL? December 30, 2021 ? Vector Group Ltd. (NYSE: VGR) (?Vector Group?) has completed the spin-off of Douglas Elliman Inc. (?Douglas Elliman?) into a standalone, publicly traded company. Douglas Elliman?s common stock will begin ?regular way? tradi |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 (December 15, 2021) VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-094953 |
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| December 21, 2021 |
EX-10.4 7 d115144dex104.htm EX-10.4 Exhibit 10.4 [Vector Letterhead] December 21, 2021 Richard J. Lampen At the Address on File with the Company Dear Richard: This letter confirms our mutual understanding regarding your employment with Vector Group Ltd. (the “Company”) following the consummation of the transactions contemplated by the Distribution Agreement (the “Distribution Agreement”) by and be |
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| December 21, 2021 |
Exhibit 2.2 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VECTOR GROUP LTD. AND DOUGLAS ELLIMAN, INC. Dated as of December 21, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 5 Section 1.2 General Interpretive Principles 10 ARTICLE II GENERAL PRINCIPLES Section 2.1 Employees 11 Section 2.2 Assumption and Retention of Liabilities; Related Assets 11 Section 2.3 Spinco Participa |
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| December 21, 2021 |
Exhibit 10.2 TAX DISAFFILIATION AGREEMENT BETWEEN VECTOR GROUP LTD. AND DOUGLAS ELLIMAN INC. dated as of December 21, 2021 TABLE OF CONTENTS SECTION 1. Definition of Terms 2 SECTION 2. Allocation of Taxes and Tax-Related Losses 10 2.1 Allocation of Taxes 10 2.2 Special Allocation of Certain Taxes 11 2.3 Tax Payments 12 SECTION 3. Preparation and Filing of Tax Returns 12 3.1 Combined Returns 12 3.2 |
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| December 21, 2021 |
Form of Aircraft Lease Agreement. Exhibit 10.8 [Form of Non-exclusive Aircraft Lease Agreement] This NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT (this ?Agreement?) is entered into as of this [ ] day of [ ]2021 (the ?Effective Date?), by and between [VECTOR GROUP MEMBER], a Delaware limited liability company (?Lessor?), and [DOUGLAS ELLIMAN GROUP MEMBER], a [Delaware] [corporation] (?Lessee?). W I T N E S S E T H : WHEREAS, title to the |
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| December 21, 2021 |
EX-10.1 4 d115144dex101.htm EX-10.1 Exhibit 10.1 TRANSITION SERVICES AGREEMENT by and between VECTOR GROUP LTD. and DOUGLAS ELLIMAN INC. Dated as of December 21, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1. General 1 Section 1.2. Reference; Interpretation 3 ARTICLE II SERVICES Section 2.1. Services 3 Section 2.2. Standard of Service 4 Section 2.3. Additional Services 4 ARTICLE III LIC |
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| December 21, 2021 |
EX-10.5 8 d115144dex105.htm EX-10.5 Exhibit 10.5 [Vector Letterhead] December 21, 2021 J. Bryant Kirkland III At the Address on File with the Company Dear Bryant: This letter confirms our mutual understanding regarding your employment with Vector Group Ltd. (the “Company”) following the consummation of the transactions contemplated by the Distribution Agreement (the “Distribution Agreement”) by an |
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| December 21, 2021 |
EX-10.6 9 d115144dex106.htm EX-10.6 Exhibit 10.6 [Vector Letterhead] December 21, 2021 Marc N. Bell At the Address on File with the Company Dear Marc: This letter confirms our mutual understanding regarding your employment with Vector Group Ltd. (the “Company”) following the consummation of the transactions contemplated by the Distribution Agreement (the “Distribution Agreement”) by and between th |
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| December 21, 2021 |
Exhibit 10.7 [Vector Letterhead] December 21, 2021 J. Bryant Kirkland III At the Address on File with the Company Dear Bryant: This letter agreement constitutes the second amendment to the Employment Agreement, dated as of January 27, 2006, by and between Vector Group Ltd., a Delaware corporation (together with its successors and assigns, the ?Company?), and J. Bryant Kirkland III (the ?Executive? |
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| December 21, 2021 |
Exhibit 10.3 [Vector Letterhead] December 21, 2021 Howard M. Lorber At the Address on File with the Company Dear Howard: This letter confirms our mutual understanding regarding your employment with Vector Group Ltd. (the ?Company?) following the consummation of the transactions contemplated by the Distribution Agreement (the ?Distribution Agreement?) by and between the Company and Douglas Elliman |
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| December 21, 2021 |
EX-2.1 2 d115144dex21.htm EX-2.1 Exhibit 2.1 DISTRIBUTION AGREEMENT by and between VECTOR GROUP LTD. and DOUGLAS ELLIMAN INC. Dated as of December 21, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 18 Section 1.3 Relevant Time; Suspension 19 ARTICLE II THE SEPARATION Section 2.1 General 19 Section 2.2 Transfer of As |
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| December 16, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N |
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| December 16, 2021 |
Douglas Elliman Registration Statement Declared Effective Douglas Elliman Common Stock Expected to Begin Trading on a When-Issued Basis on December 17 MIAMI, FL ? December 16, 2021 ?Vector Group Ltd. |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N |
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| December 13, 2021 |
Vector Group Ltd. Board Approves Spin-Off of Douglas Elliman Inc. Spin-Off Expected to be Completed in Late-December Douglas Elliman?s Common Stock Expected to Trade on the New York Stock Exchange Under the Symbol ?DOUG? MIAMI, FL ? December 10, 2021 ? Vector Group Ltd. (NYSE: VGR) (?Vector Group?) today announced that its board of directors (the ?Board?) has approved the spin-off of Douglas Ellim |
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| November 22, 2021 |
COMPANY HIGHLIGHTS EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President, Chief Operating Officer J. Bryant Kirkland III Senior Vice President, Chief Financial Officer and Treasurer Marc N. Bell Senior Vice President, General Counsel and Secretary J. David Ballard Senior Vice President, Enterprise Efficiency and CTO ? Executive offic |
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| November 22, 2021 |
INVESTOR PRESENTATION November 2021 This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
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| November 22, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N |
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| November 22, 2021 |
August 2021 Vector Group Ltd. owns Liggett Group, Vector Tobacco and New Valley. New Valley LLC is a diversified real estate services and technology (?PropTech?) company that owns Douglas Elliman Realty, LLC. TOBACCO ? Fourth-largest cigarette manufacturer in the U.S. with a strong family of brands ? Eagle 20?s, Pyramid, Montego, Grand Prix, Liggett Select and Eve ? representing 14% share of the d |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-575 |
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| November 9, 2021 |
Vector Group Ltd. List of Guarantor Subsidiaries EXHIBIT 22 Vector Group Ltd. List of Guarantor Subsidiaries Vector Group Ltd. (?Vector Group?), a Delaware corporation, and the following 100% owned subsidiaries of Vector Group have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis. Any such debt securities may be issued by Vector Group and guaranteed on a full and unconditional basis by the |
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| November 9, 2021 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court?s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the ?Engle progeny? cases. Liggett has resolved |
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| November 9, 2021 |
EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements September 30, 2021 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of September 30, 2021 and the related Condensed Consolidating Statements of Operations for the nine months ended September 30, 2021 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guaranto |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Nu |
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| November 8, 2021 |
FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler Sard Verbinnen & Co 212-687-8080 Eve Young Sard Verbinnen & Co - Europe +44 (0)20 3178 8914 J. |
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| November 8, 2021 |
FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler Sard Verbinnen & Co 212-687-8080 Eve Young Sard Verbinnen & Co - Europe +44 (0)20 3178 8914 J. |
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| November 8, 2021 |
EX-99.3 4 investorpresentation112.htm EX-99.3 June 2021 / Confidential Investor Presentation November 2021 Disclaimer Safe Harbor Statement & Use of Non-GAAP Information This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. (“Vector”, “VGR” or |
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| August 12, 2021 |
EX-99.1 2 vgr-invpresxaugust2021.htm EX-99.1 INVESTOR PRESENTATION August 2021 This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. (“Vector,” “Vector Group Ltd.” or “the Company”) or its subsidiaries and nothing contained herein or its prese |
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| August 12, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Num |
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| August 12, 2021 |
EX-99.2 3 vgrfs-august2021.htm EX-99.2 August 2021 Vector Group Ltd. owns Liggett Group, Vector Tobacco and New Valley. New Valley LLC is a diversified real estate services and technology company that owns Douglas Elliman Realty, LLC. TOBACCO • Fourth-largest cigarette manufacturer in the U.S. with a strong family of brands — Eagle 20’s, Pyramid, Montego, Grand Prix, Liggett Select and Eve — repre |
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| August 12, 2021 |
EX-99.3 4 newvalleyfs-august2021.htm EX-99.3 COMPANY HIGHLIGHTS EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President, Chief Operating Officer J. Bryant Kirkland III Senior Vice President, Chief Financial Officer and Treasurer Marc N. Bell Senior Vice President, General Counsel and Secretary J. David Ballard Senior Vice President, En |
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| August 6, 2021 |
EXHIBIT 10.2 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the ?Agreement?), made as of [Grant Date] (?Grant Date?), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the ?Company?), and [Participant] (the ?Participant?). |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65- |
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| August 6, 2021 |
Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court?s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the ?Engle progeny? cases. Liggett has resolved |
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| August 6, 2021 |
EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements June 30, 2021 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of June 30, 2021 and the related Condensed Consolidating Statements of Operations for the six months ended June 30, 2021 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subs |
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| August 6, 2021 |
EXHIBIT 10.1 VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN (as amended May 25, 2021) 1. Establishment, Purpose and Duration. Vector Group Ltd. (referred to below as the ?Company?) previously established an incentive compensation plan to be known as the 2014 Management Incentive Plan. The 2014 Management Incentive Plan was originally adopted by the Company?s Board on February |
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| August 6, 2021 |
EXHIBIT 10.3 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the ?Agreement?), made as of [Grant Date] (?Grant Date?), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the ?Company?), and [Participant] (t |
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| August 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numb |
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| August 5, 2021 |
FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler /Columbia Clancy Sard Verbinnen & Co 212-687-8080 Eve Young Sard Verbinnen & Co - Europe +44 (0)20 3178 8914 J. |
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| June 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe |
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| June 4, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Number |
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| May 12, 2021 |
May 2021 Vector Group Ltd. owns Liggett Group, Vector Tobacco and New Valley. New Valley LLC is a diversified real estate services and technology company that owns Douglas Elliman Realty, LLC. TOBACCO ? Fourth-largest cigarette manufacturer in the U.S. with a strong family of brands ? Eagle 20?s, Pyramid, Montego, Grand Prix, Liggett Select and Eve ? representing 14% share of the discount market. |
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| May 12, 2021 |
COMPANY HIGHLIGHTS EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President, Chief Operating Officer J. Bryant Kirkland III Senior Vice President, Chief Financial Officer and Treasurer Marc N. Bell Senior Vice President, General Counsel and Secretary J. David Ballard Senior Vice President, Enterprise Efficiency and CTO ? Executive offic |
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| May 12, 2021 |
INVESTOR PRESENTATION May 2021 This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. |
