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Published on 5/9/2008 in the Prospect News Special Situations Daily.

Loews begins exchange offer for shares of Lorillard as part of spinoff

By Lisa Kerner

Charlotte, N.C., May 9 - Loews Corp. said it began a tender offer for the exchange of shares of Loews common stock for shares of common stock of its subsidiary, Lorillard, Inc.

The offer ends at midnight ET on June 9, according to a Loews news release.

In December, Loews announced it would spin off its interest in Lorillard to holders of its Carolina Group stock and Loews common stock in a tax-free transaction.

Loews shareholders who accept the offer will receive 0.7 of a share of Lorillard common stock in exchange for each share of Loews common stock, subject to proration, the release stated.

Loews will accept up to a total of 93.5 million shares of its common stock and distribute up to 65,445,000 shares, or 38%, of Lorillard common stock.

On June 10, Loews will distribute 108,478,429 shares, or some 62%, of Lorillard's outstanding common stock in redemption of all of the outstanding shares of Carolina Group stock. Holders of Carolina Group stock will receive one share of Lorillard common stock for each share of Carolina Group stock they own.

Lorillard's common stock will trade on the New York Stock Exchange under the symbol "LO." The company will be based in Greensboro, N.C., and led by current chairman, president and chief financial officer Martin Orlowsky, a prior news release said.

Co-dealer managers for the exchange offer are Lehman Brothers Inc. and Morgan Stanley & Co.

Loews is a New York-based energy, financial services and tobacco conglomerate.

Lorillard, through its subsidiaries, produces and sells cigarettes under brand names including Newport, Kent and Old Gold.


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