Vector Group Ltd. (NYSE: VGR) (”Vector Group”) today announced
that Douglas Elliman Inc. (“Douglas Elliman”) plans to file a Form
10 registration statement (the “Form 10”) with the United States
Securities and Exchange Commission (“SEC”) in connection with its
intended spin-off into a standalone, publicly traded company. The
Form 10 will include detailed information about Douglas Elliman,
including historic financial information, a description of Douglas
Elliman’s business and strategy and other legal and financial
disclosures.
Douglas Elliman is one of the largest residential brokerage
companies in the New York metropolitan area, which includes New
York City, Long Island, Westchester and the Hamptons, and the sixth
largest in the U.S. Since 2013, Douglas Elliman has expanded
throughout Florida; California; Aspen and Snowmass, Colorado;
Houston, Dallas and Austin, Texas; and Massachusetts, including
Boston, Cape Cod, Martha’s Vineyard and Nantucket.
With a comprehensive suite of real estate solutions, an
industry-leading luxury brand name and a team of world-class
employees and agents, Douglas Elliman possesses the strong
underlying business fundamentals to drive increased market share.
As a standalone, publicly-traded company, Douglas Elliman will
pursue profitable growth opportunities through the expansion of its
footprint, adoption of cutting-edge property technology
(“PropTech”) and investments in PropTech companies through New
Valley Ventures LLC, continued recruitment of best-in-class talent,
acquisitions, acqui-hires and operational efficiencies. Douglas
Elliman will employ a disciplined capital allocation strategy aimed
at generating sustainable long-term stockholder value.
“The filing of the Form 10 registration statement is an
important milestone in our plan to create two independent publicly
traded companies,” said Howard M. Lorber, President & Chief
Executive Officer of Vector Group and Chairman, President &
Chief Executive Officer of Douglas Elliman Inc. “With a leading
luxury brand and a comprehensive suite of technology-enabled
services and investments, Douglas Elliman is well positioned to
capitalize on opportunities in the large and growing U.S.
residential real estate market. Following the spin-off, Vector
Group’s separate tobacco and real estate businesses will be better
positioned to execute their strategic plans to drive each company’s
long-term success and unlock value for stockholders.”
“Today’s announcement reflects our confidence in the exciting
prospects of Douglas Elliman as an industry-leading brand name
differentiated by its utilization of and investment in a portfolio
of innovative technology services and a best-in-class team of
employees and agents,” said Scott Durkin, Chief Executive Officer
of Douglas Elliman Realty, LLC. “As we move forward on this path to
establish Douglas Elliman as a standalone public company, our
experienced management team remains committed to optimizing our
existing portfolio of solutions, expanding our market footprint and
making strategic investments in early-stage, disruptive PropTech
companies that keep us and our agents on the cutting edge of the
industry.”
Completion of the transaction is subject to various conditions,
including final approval by the Board of Directors of Vector Group,
receipt of a tax opinion from counsel and the effectiveness of the
Form 10 registration statement. If all conditions are met, the
spin-off is on track for completion late in the fourth quarter of
2021.
Douglas Elliman will register its common stock under Section 12
of the Securities Exchange Act of 1934 and has applied to list its
common stock on the New York Stock Exchange (the “NYSE”) under the
symbol “DOUG.” Following the spin-off, Vector Group will continue
to trade on the NYSE under the symbol “VGR.”
Additional information will be available in the investor
presentation posted to Vector Group’s website, and filed by Vector
Group with the SEC.
A registration statement on Form 10 relating to the proposed
distribution of Douglas Elliman securities is expected to be filed
with the SEC. Douglas Elliman securities may not be sold, nor may
offers to buy be accepted, prior to the time the Form 10 is filed
and becomes effective. This release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of Douglas Elliman securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
Conference Call
Vector Group will host a conference call and webcast on Monday,
November 8, 2021 at 5:00 PM ET to discuss its third quarter 2021
results and the spin-off transaction. Investors can access the call
by dialing 877-271-1828 and entering 43234619 as the conference ID
number. The call will also be available via live webcast at
https://www.webcaster4.com/Webcast/Page/2271/43402. Webcast
participants should allot extra time to register before the webcast
begins. A replay of the call will be available shortly after the
call ends on November 8, 2021 through November 22, 2021. To access
the replay, dial 877-656-8905 and enter 43234619 as the conference
ID number. The archived webcast will also be available at
https://www.webcaster4.com/Webcast/Page/2271/43402 for one
year.
About Vector Group Ltd.
Vector Group is a holding company for Liggett Group LLC, Vector
Tobacco Inc., New Valley LLC, and Douglas Elliman Realty, LLC.
Additional information concerning Vector Group is available on its
website, www.VectorGroupLtd.com.
Investors and others should note that we may post information
about Vector Group or its subsidiaries on our website at
www.VectorGroupLtd.com and/or at the websites of those subsidiaries
or, if applicable, on their accounts on Facebook, Instagram,
LinkedIn, TikTok, Twitter, YouTube or other social media platforms.
It is possible that the postings or releases could include
information deemed to be material information. Therefore, we
encourage investors, the media and others interested in Vector
Group to review the information we post on our website at
www.VectorGroupLtd.com, on the websites of our subsidiaries and on
their social media accounts.
Special Note on Forward-Looking Statements
This press release may contain “forward-looking statements”
within the meaning of the federal securities laws. Forward-looking
statements include information relating to our intent, belief or
current expectations, primarily with respect to, but not limited
to, economic outlook, capital expenditures, cost reduction, cash
flows, operating performance, growth expectations, competition,
legislation and regulations, litigation, and related industry
developments (including trends affecting our business, financial
condition and results of operations) and our potential spin-off of
Douglas Elliman.
Forward-looking statements can be identified by words or phrases
such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may be,” “objective,” “opportunistically,”
“plan,” “potential,” “predict,” “project,” “prospects,” “seek,” and
“will be” and similar words or phrases or their negatives.
Forward-looking statements involve important risks and
uncertainties that could cause our actual results, performance or
achievements to differ materially from our anticipated results,
performance or achievements expressed or implied by the
forward-looking statements. Further information on the risks and
uncertainties to the business of Vector Group include the risk
factors described in the filings of Vector Group with the SEC.
Factors that could cause actual results of Douglas Elliman to
differ materially from those suggested by forward-looking
statements include: general economic and market conditions, and any
changes therein, due to acts of war and terrorism or otherwise;
governmental regulations and policies; adverse changes in global,
national, regional and local economic and market conditions,
including those related to pandemics and health crises, such as the
outbreak of COVID-19 and the impact of potential COVID-19 variants;
the extent and timing of COVID-19 vaccine administration and the
duration of the COVID-19 pandemic; Douglas Elliman’s ability to
effectively manage the impacts of the COVID-19 pandemic and any
government-mandated or encouraged suspension of our business
operations; the impacts of the Tax Cuts and Jobs Act of 2017,
including its impact on the markets of Douglas Elliman’s business;
effects of industry competition; severe weather events or natural
or man-made disasters, including increasing the severity or
frequency of such events due to climate change or otherwise, or
other catastrophic events may disrupt Douglas Elliman’s business
and have an unfavorable impact on home sale activity; the level of
Douglas Elliman’s expenses, including its corporate expenses as a
stand-alone publicly-traded company; Douglas Elliman’s status as an
emerging growth company; the tax-free treatment of the spin-off;
Douglas Elliman’s lack of operating history as a public company and
costs associated with being an independent public company;
potential dilution to holders of Douglas Elliman’s common stock as
a result of issuances of additional shares of common stock to fund
its financial obligations and other financing activities; the
failure of Douglas Elliman or Vector Group to satisfy their
respective obligations under the agreements entered into in
connection with the spin-off; and the additional factors described
under “Risk Factors” in the information statement attached as an
exhibit to the Form 10 to be filed with the SEC by Douglas
Elliman.
The forward-looking statements speak only as of the date they
are made, and we disclaim any obligation to update or revise the
forward-looking statements contained herein, except as otherwise
required by applicable federal securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20211108006104/en/
Emily Claffey / Benjamin Spicehandler Sard Verbinnen & Co
212-687-8080 Eve Young Sard Verbinnen & Co - Europe +44 (0)20
3178 8914 J. Bryant Kirkland III, Vector Group Ltd.
305-579-8000
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