Brooke Group subsidiary, BGLS, commences exchange offer for outstanding debt.MIAMI--(BUSINESS WIRE)--December 8, 1995--Brooke Group Ltd. (NYSE NYSE See: New York Stock Exchange :BGL BGL The pre-July 1999 ISO 4217 currency code for Bulgarian Lev. ) announced today that BGLS BGLS Bisexual and Gay and Lesbian Students Inc., a subsidiary of Brooke, has commenced a previously announced offer to exchange a total of up to $231,869,000 principal amount of BGLS's new five-year 15.75% Senior Secured Notes for all its outstanding 13.75% Series 2 Senior Secured Notes due 1997, 16.125% Senior Subordinated Reset Notes reset note A debt security with terms that can be reset on one or more dates during the life of the note. At the time the terms are changed, the holder usually has the right to redeem the security. due 1997 and 14.500% Subordinated Debentures subordinated debenture An unsecured bond with a claim to assets that is subordinate to all existing and future debt. Thus, in the event that the issuer encounters financial difficulties and must be liquidated, all other claims must be satisfied before due 1998. The offer will expire at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Tuesday, Jan. 9, 1996, unless extended. Fleet National Bank of Massachusetts The Bank of Massachusetts, founded in 1784 in Boston, Massachusetts, was the second-oldest bank in the United States. It is a predecessor to the modern Bank of America (merged 2005), through Bank of Boston (1903), BankBoston (1996) and FleetBoston Financial (1999). is acting as the Exchange Agent on the offer. As previously announced, the exchange ratio will be $1,087.47 principal amount of new Series A Senior Secured Notes for each $1,000 principal amount of Series 2 Notes exchanged, $1,132.28 principal amount of new Series B Senior Secured Notes for each $1,000 principal amount of Reset Notes exchanged and $1,000 principal amount of new Series B Senior Secured Notes for each $1,000 principal amount of Subordinated Debentures exchanged. The new Series A Senior Secured Notes and the new Series B Senior Secured Notes are identical except that the Series B Notes are not subject to restrictions on transfer. The exchange offer, which will not require registration with the Securities and Exchange Commission, is subject to a number of conditions, including the tender of 100% of the Series 2 Notes, 87.5% of the Subordinated Debentures and a majority of the Reset Notes. The holders of in excess of 99% of the Series 2 Notes and 88% of the Subordinated Debentures have agreed, subject to certain conditions, to tender their securities in the exchange offer. In connection with the minimum tender condition, BGLS has agreed, subject to certain conditions, to redeem any other Series 2 Notes not tendered in the exchange offer and to redeem the Reset Notes if a majority are not tendered. In connection with the exchange offer, the indentures under which the Reset Notes and Subordinated Debentures were issued will be amended to remove substantially all their covenants and events of default. The new Senior Secured Notes will be secured by substantially all of BGLS's assets. Brooke Group is a holding company which controls Liggett Group Liggett Tobacco, formerly known as Liggett & Myers Tobacco Company is the 4th largest tobacco company in the United States. Its headquarters are located in Durham, North Carolina. Its CEO is Bennett S. LeBow. Inc., a tobacco and real estate operations in the former Soviet Union and has a substantial equity interest in New Valley Corporation. CONTACT: Sard Verbinnen & Co. George Sard/Anna Cordasco/Paul Caminiti 212/687-8080 |
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