North Atlantic Trading Company, Inc. Announces Results And Initial Settlement Of Tender For 11.5% Senior Secured Second Lien Notes Due 2016 And 19% Senior Secured Third Lien Notes Due 2017

LOUISVILLE, Ky., Dec. 13, 2013 /PRNewswire/ -- North Atlantic Trading Company, Inc. (the "Company") today announced that, in connection with the previously announced tender offers and consent solicitations by the Company to purchase for cash any and all of its $205,000,000 outstanding principal amount of 11.5% Senior Secured Second Lien Notes due 2016 (the "Second Lien Notes") and $86,528,000 outstanding principal amount of 19% Senior Secured Third Lien Notes due 2017 (the "Third Lien Notes" and, together with the Second Lien Notes, the "Notes"), the early tender period in respect of the tender offers expired at 5:00 p.m., New York City time, on December 11, 2013 (the "Early Consent Deadline"). As of the Early Consent Deadline, $168.8 million principal amount of Second Lien Notes, or 82.3% of the principal amount outstanding, and $84.9 million principal amount of Third Lien Notes, or 98.1% of the principal amount outstanding, had been validly tendered and not withdrawn. Those Holders who validly tendered their Notes prior to the Early Consent Deadline will receive the total consideration of $1,094.44 per $1,000 principal amount of Second Lien Notes and $1,156.86 per $1,000 principal amount of Third Lien Notes, as applicable, which includes an early consent payment of $94.44 per $1,000 principal amount of Second Lien Notes and $156.86 per $1,000 principal amount of Third Lien Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date. The consideration for Notes tendered pursuant to the offers will be paid following the acceptance of validly tendered Notes for purchase by the Company, which will occur upon satisfaction or waiver of all conditions to the offers, including, but not limited to, a financing condition. The withdrawal rights for the early tender of Notes and corresponding consents in the tender offers have now expired.

The final offer period will expire at 11:59 p.m., New York City time, on December 26, 2013, unless extended (such time and date, as the same may be extended, the "Expiration Time"). Holders who tender their Notes after the Early Consent Deadline and on or prior to the Expiration Time will be eligible to receive only the offer consideration of $1,000.00 per $1,000 principal amount of Notes tendered, plus accrued and unpaid interest to the payment date, but not the applicable early consent payment.

As the Company received consents from Holders of greater than a majority in aggregate principal amount of each series of Notes, the Company, the guarantors thereto and U.S. Bank National Association, as trustee (the "Trustee") and collateral agent, have executed a supplemental indenture to the indenture governing the Second Lien Notes (the "Second Lien Notes Supplemental Indenture") and a supplemental indenture to the indenture governing the Third Lien Notes (the "Third Lien Notes Supplemental Indenture" and, together with the Second Lien Notes Supplemental Indenture, the "Supplemental Indentures"). The proposed amendments eliminate substantially all of the restrictive covenants contained in the indentures (other than, among other covenants, the covenants to pay interest and premium, if any, on, and principal of, the Notes when due), certain events of default applicable to the Notes and certain other provisions contained in the indentures and the Notes.  In addition, the proposed amendments permit a notice of redemption to Holders whose Notes are to be redeemed to be provided not less than five days before a redemption date instead of not less than 30 days before a redemption date, as previously required under the indentures governing the Notes.  These changes will become operative upon the purchase of Notes that were validly tendered (and not validly withdrawn) at or prior to the Early Consent Deadline.

The complete terms and conditions of the tender offers and consent solicitations are described in the Offer to Purchase and Consent Solicitation Statement, dated November 27, 2013, and the related Consent and Letter of Transmittal, copies of which may be obtained by contacting Global Bondholder Services Corporation, as Tender Agent and Information Agent, at (866) 470-3800 (U.S. toll-free) or (212) 430-3774 (banks and brokers).  The Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal also address certain U.S. federal income tax consequences. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.

Questions regarding the tender offers and consent solicitations may be directed to the Company, 5201 Interchange Way, Louisville, Kentucky, Attention: Chief Financial Officer, or by calling: 1-508-778-4421. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance.

None of the Company, Global Bondholder Services, as the Tender Agent and Information Agent, or U.S. Bank National Association, as Trustee and collateral agent, makes any recommendation as to whether Holders should tender their Notes pursuant to the tender offers or consent to the proposed amendments to the indentures, and no one has been authorized by any of them to make such recommendations.  Holders must make their own decisions as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.

This press release is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to, any Notes or other securities, nor shall there be any purchase of Notes or solicitation of consents in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.  The tender offers and consent solicitations are being made solely by the Offer to Purchase and Consent Solicitation Statement dated November 27, 2013 and the related Consent and Letter of Transmittal.  In any jurisdiction where the laws require the tender offers and consent solicitations to be made by a licensed broker or dealer, they will be deemed made on behalf of the Company by one or more registered brokers or dealers under the laws of such jurisdiction.  The tender offers and consent solicitations are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.

Statements in this release that are not historical facts are forward-looking statements involving risks and/or uncertainties.  The Company has based forward-looking statements on management's current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, statements regarding the completion of the tender offers. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include effects of substantial and increasing regulation and the cost of compliance or failure to comply with such regulations, competition in the tobacco industry, the development, production and commercialization of competitive new products and technologies and strict limitations on advertising and marketing of tobacco products. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law.

Media contact - North Atlantic Trading Company, Inc. Attention: Chief Financial Officer, or by calling: 1-508-778-4421.

SOURCE North Atlantic Trading Company, Inc.




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