Brooke Group subsidiary, BGLS Inc., to commence exchange offer for outstanding debt.MIAMI--(BUSINESS WIRE)--Nov. 27, 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 agreed to commence an offer to exchange a total of $231,869,000 principal amount of BGLS' 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 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, will begin shortly and will be subject to a number of conditions, including the tender of at least 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. To assure the minimum tender condition is satisfied, 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' 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., tobacco and real estate operations in the former Soviet Union and has a substantial equity interest in New Valley Corp. CONTACTS: Sard Verbinnen & Co., New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of George Sard/Anna Cordasco/Paul Caminiti 212/687-8080 |
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