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North Atlantic Trading Company Announces Extension for Tender Offers for Its Senior Secured Second Lien Notes and Senior Secured Third Lien Notes

LOUISVILLE, Ky., Jan. 10, 2014 /PRNewswire/ -- North Atlantic Trading Company, Inc. (the "Company") today announced that it has exercised its option to extend its previously announced cash tender offers to purchase 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") until 5:00 P.M., New York City time, on January 14, 2014 (the "Expiration Time"). The tender offers were previously extended on January 8, 2014 and were scheduled to expire at 5:00 P.M., New York City time, on January 10, 2014. The Company expects to settle the tender offers promptly after the Expiration Time (subject to its right to further extend the tender offers).

As previously announced, the Company received tenders from the holders of approximately $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, prior to 5:00 p.m., New York City time, on December 11, 2013 (the "Early Consent Deadline"). No Notes have been tendered since the Early Consent Deadline. 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.

Questions regarding the tender offers and consent solicitations may be directed to North Atlantic Trading Company, Inc., 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.

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.

None of the Company, Global Bondholder Services Corporation, the Tender Agent and Information Agent for the tender offers and consent solicitations, or U.S. Bank National Association, as Trustee and Collateral Agent for the Notes, 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 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.

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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.

 

SOURCE North Atlantic Trading Company, Inc.

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