Item 1.01 Entry into a Material Definitive Agreement.

Notes Offering



On January 28, 2021, Vector Group Ltd. (the "Company") completed the sale of
$875.0 million in aggregate principal amount of its 5.75% senior secured notes
due 2029 (the "Notes") to qualified institutional buyers pursuant to Rule 144A
and pursuant to Regulation S in a private offering exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
The Notes were issued under an indenture, dated as of January 28, 2021 (the
"Indenture"), among the Company, the subsidiaries of the Company party thereto
as note guarantors (the "Guarantors") and U.S. Bank National Association, as
trustee (the "Trustee") and as collateral agent (the "Collateral Agent"). The
terms of the Notes are discussed under Item 2.03 below.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Indenture and 5.75% Senior Secured Notes due 2029



On January 28, 2021, the Company completed the sale of $875.0 million in
aggregate principal amount of its 5.75% senior secured notes due 2029 (the
"Notes") to qualified institutional buyers pursuant to Rule 144A and pursuant to
Regulation S in a private offering exempt from the registration requirements of
the Securities Act. The Notes were issued under the Indenture.

The aggregate net cash proceeds from the sale of the Notes were approximately
$855.5 million after deducting the Initial Purchaser's discount and estimated
expenses and fees payable by the Company in connection with the Notes offering.
The Company intends to use the net cash proceeds from the Notes offering,
together with cash on hand, to redeem all of the Company's outstanding 6.125%
senior secured notes due 2025 (the "2025 Secured Notes"), including accrued
interest and any premium thereon, and to pay fees and expenses in connection
with the offering of the Notes and the redemption of the 2025 Secured Notes. The
Company previously announced its intention to redeem its 2025 Secured Notes with
a redemption date of February 1, 2021, conditioned upon the closing of a
refinancing transaction in a principal amount of at least $850 million through
one or more offerings of debt securities.

The Company will pay cash interest on the Notes at a rate of 5.75% per year,
payable semi-annually on February 1 and August 1 of each year, beginning on
August 1, 2021. Interest will accrue from January 28, 2021. Interest on overdue
principal and interest, if any, will accrue at a rate that is 1% higher than the
then applicable interest rate on the Notes. The Company will make each interest
payment to the holders of record on the immediately preceding January 15 and
July 15, as the case may be.
The Notes mature on February 1, 2029, or on such earlier date as results from
the operation of certain springing maturity date provisions set forth in the
Indenture. Prior to February 1, 2024, the Company may redeem some or all of the
Notes at any time at a make-whole redemption price. On or after February 1,
2024, the Company may redeem some or all of the Notes at a premium that will
decrease over time, plus accrued and unpaid interest, if any, to the redemption
date.

The Notes are fully and unconditionally guaranteed on a joint and several basis
by all of the wholly owned domestic subsidiaries of the Company that are engaged
in the conduct of the Company's cigarette businesses, which subsidiaries, as of
the issuance date of the Notes, are also guarantors under the Company's
outstanding 10.500% senior notes due 2026. The Notes are not guaranteed by New
Valley LLC, or any of the Company's subsidiaries engaged in the Company's real
estate business conducted through its subsidiary New Valley LLC. The guarantees
provided by certain of the Guarantors are secured by first priority or second
priority security interests in certain collateral of such Guarantors pursuant to
security and pledge agreements, subject to certain permitted liens and
exceptions as further described in the Indenture and the security documents
relating thereto. The Company will not provide any security for the Notes.

The Notes will be the Company's general senior obligations and will be pari
passu in right of payment with all of the Company's existing and future senior
indebtedness, will be senior in right of payment to all of the Company's future
subordinated indebtedness, if any, and will be effectively subordinated in right
of payment to all existing and future indebtedness and other liabilities of the
non-Guarantor subsidiaries of the Company (other than indebtedness and
liabilities owed to the Company or one of the Guarantors). Each guarantee of the
Notes will be the general obligation of the Guarantor and will be pari passu in
right of payment with all other senior indebtedness of the Guarantor, including
the indebtedness of Liggett Group LLC ("Liggett Group") and 100 Maple LLC
("Maple") under their Third Amended and Restated Credit Agreement (as amended,
restated or otherwise modified from time to time, the "Credit Agreement") with
Wells Fargo Bank,

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National Association ("Wells Fargo"). Each guarantee of the Notes will be senior
in right of payment to all future subordinated indebtedness of the Guarantor, if
any. Each guarantee of the Notes that is secured by assets of a Guarantor will
be effectively senior in right of payment to all existing and future unsecured
indebtedness of such Guarantor to the extent of the value of the assets that
secure such guarantee, after giving effect to any prior liens on such assets.
Each guarantee of the Notes will be effectively subordinated to indebtedness
that is secured by a higher priority lien than the lien securing the guarantee,
if any, to the extent of the value of the collateral securing such indebtedness.

In the event of a Change of Control (as defined in the Indenture), each holder
of the Notes may require the Company to repurchase some or all of its Notes at a
repurchase price equal to 101% of the aggregate principal amount of the Notes,
plus accrued and unpaid interest to the date of purchase. If the Company sells
certain assets and does not apply the proceeds as required pursuant to the
Indenture, it must offer to repurchase the Notes at the prices listed in the
Indenture.

If an Event of Default (as defined in the Indenture) occurs and is continuing,
the Trustee or the holders of at least 25% in aggregate principal amount of the
outstanding Notes may declare the Notes immediately due and payable, except that
an Event of Default resulting from a bankruptcy or similar proceeding with
respect to the Company or with respect to the Guarantors who, individually or as
a group, would constitute a Significant Subsidiary (as defined in the Indenture)
will automatically cause the Notes to become immediately due and payable without
any declaration or other act on the part of the Trustee or any Note holders.

The Indenture contains covenants that limit the Company and each Guarantor's
ability to, among other things: (i) incur additional indebtedness; (ii) pay
dividends or make other distributions in respect of or repurchase or redeem its
equity interests; (iii) prepay, redeem or repurchase its subordinated
indebtedness; (iv) make investments; (v) sell assets; (vi) incur certain liens;
(vii) enter into agreements restricting its subsidiaries' ability to pay
dividends; (viii) enter into transactions with affiliates; and (ix) consolidate,
merge or sell all or substantially all of its assets. These covenants are
subject to a number of important exceptions and qualifications, as described in
the Indenture.

Pledge Agreement

In connection with the issuance of the Notes, on January 28, 2021, VGR Holding
LLC ("VGR Holding") entered into a pledge agreement (the "Pledge Agreement")
with the Collateral Agent. Pursuant to the Pledge Agreement, VGR Holding granted
to the Collateral Agent for the benefit of the holders of the Notes a first
priority security interest in all if its right and title in the Pledged
Collateral (as defined in the Pledge Agreement) as collateral security for its
guarantee obligations in respect of the Notes, subject to certain permitted
liens and exceptions as further described in the Indenture and the Pledge
Agreement.

Vector Tobacco Security Agreement



In connection with the issuance of the Notes, on January 28, 2021, Vector
Tobacco Inc. ("Vector Tobacco") entered into a security agreement (the "Vector
Tobacco Security Agreement") with the Collateral Agent. Pursuant to the Vector
Tobacco Security Agreement, Vector Tobacco granted to the Collateral Agent for
the benefit of the holders of the Notes a first priority security interest in
all if its right and title in the Collateral (as defined in the Vector Tobacco
Security Agreement) as collateral security for its guarantee obligations in
respect of the Notes, subject to certain permitted liens and exceptions as
further described in the Indenture and the Vector Tobacco Security Agreement.

Liggett Guarantors Security Agreement



In connection with the issuance of the Notes, on January 28, 2021, Liggett Group
and Maple (the "Liggett Guarantors") entered into a security agreement (the
"Liggett Guarantors Security Agreement") with the Collateral Agent. Pursuant to
the Liggett Guarantors Security Agreement, the Liggett Guarantors granted to the
Collateral Agent for the benefit of the holders of the Notes a second priority
security interest in all if its right and title in the Collateral (as defined in
the Liggett Guarantors Security Agreement) as collateral security for its
guarantee obligations in respect of the Notes, subject to certain permitted
liens and exceptions as further described in the Indenture and the Liggett
Guarantors Security Agreement.

Intercreditor Agreement



In connection with the issuance of the Notes, on January 28, 2021, the Liggett
Guarantors entered into a second amended and restated intercreditor and lien
subordination agreement (the "Intercreditor Agreement") with the Collateral
Agent and Wells Fargo, as agent under the Credit Agreement. Pursuant to the
Intercreditor Agreement, the liens of the Collateral Agent on the ABL Collateral
(as defined in the Intercreditor Agreement) will be subordinated to the liens of
Wells Fargo on the ABL Collateral. After the date of the Indenture, any other
affiliate of the Company that is a guarantor of the Notes, including Vector
Tobacco, may become a borrower under the Credit Agreement and execute a joinder
to the Intercreditor Agreement, in which event the obligations of any such
entity, including Vector Tobacco, as borrower under the Credit Agreement would
be

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secured on a first priority basis, and its obligations as a Guarantor would then
be secured on a second priority basis in the same manner as the guarantee of the
Notes by the Liggett Guarantors.

The foregoing summary of the Notes, the Indenture, the Pledge Agreement, the
Vector Tobacco Security Agreement, the Liggett Guarantors Security Agreement and
the Intercreditor Agreement does not purport to be complete and is qualified in
its entirety by reference to the Indenture, the Pledge Agreement, the Vector
Tobacco Security Agreement, the Liggett Guarantors Security Agreement and the
Intercreditor Agreement, attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5,
respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.             Exhibit

                        Indenture, dated as of January 28, 2021, among

Vector Group Ltd., the


      4.1               guarantors named therein and U.S. Bank National

Association, as trustee and


                        collateral agent.
      4.2               Pledge Agreement, dated as of January 28, 2021,

between VGR Holding LLC and

U.S. Bank National Association, as collateral

agent.


      4.3               Security Agreement, dated as of January 28, 2021,

between Vector Tobacco Inc.


                        and U.S. Bank National Association, as collateral

agent.


      4.4               Security Agreement, dated as of January 28, 2021,

among Liggett Group LLC,


                        100 Maple LLC and U.S. Bank National Association,

as collateral agent.


                        Second Amended and Restated Intercreditor and Lien

Subordination Agreement,


      4.5               dated as of January 28, 2021, among Liggett Group

LLC, 100 Maple LLC, U.S.

Bank National Association and Wells Fargo Bank, National Association.

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