Douglas Elliman Inc 8-K, filed Dec 30, 2021
Douglas Elliman Inc. (DOUG)
About this 8-K
Douglas Elliman Inc filed this 8-K on December 30, 2021, reporting on events of December 29, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2021 (December 29, 2021)
Douglas Elliman Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-41054 | 87-2176850 | |
| (Commission File Number) |
(I.R.S. Employer Identification No.) | |
| 4400 Biscayne Boulevard Miami Florida | 33137 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to 12(b) of the Act:
| Title of each class: |
Trading Symbol(s) |
Name of each exchange on which registered: | ||
| Common stock, par value $0.01 per share | DOUG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 7.01 | Regulation FD Disclosure. |
Completion of Spin-Off
On December 30, 2021 Douglas Elliman Inc. (“Douglas Elliman”) announced that it had completed its previously announced spin-off from Vector Group Ltd. (“Vector”) and will begin trading on the New York Stock Exchange under the symbol “DOUG”.
A copy of the press release related to the completion of the spin-off of Douglas Elliman is attached as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of Douglas Elliman’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K contains forward-looking statements, which involve risk and uncertainties. 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 Douglas Elliman’s actual results, performance or achievements to differ materially from anticipated results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those described under “Risk Factors” in the Registration Statement on Form S-1 filed by Douglas Elliman (Reg. No. 333-261523). Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. Douglas Elliman undertakes no obligation to (and expressly disclaims any obligation to) revise or update any forward-looking statement, whether as a result of new information, subsequent events, or otherwise (except as may be required by law), in order to reflect any event or circumstance which may arise after the date of this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On December 29, 2021, at 11:59 p.m., New York City time, Vector completed the distribution to its stockholders (including Vector common stock underlying outstanding stock option awards and restricted stock awards) of the common stock of Douglas Elliman (such distribution of Douglas Elliman’s common stock, the “Distribution”). Each holder of Vector common stock received one share of Douglas Elliman’s common stock for every two shares of Vector common stock (including Vector common stock underlying outstanding stock option awards and restricted stock awards) held of record as of the close of business, New York City time, on December 20, 2021. In the Distribution, an aggregate of 77,720,631 shares of Douglas Elliman’s common stock were issued, with any fractional shares converted to cash and paid to applicable Vector stockholders.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release issued by Douglas Elliman Inc. announcing the completion of the spin-off from Vector Group Ltd. and listing on the New York Stock Exchange under the symbol “DOUG”. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DOUGLAS ELLIMAN INC. | ||||||
| Date: December 30, 2021 | By: | /s/ J. Bryant Kirkland III | ||||
| Name: | J. Bryant Kirkland III | |||||
| Title: | Senior Vice President, Treasurer and Chief Financial Officer | |||||
Exhibit 99.1
Douglas Elliman Lists on the NYSE Under the Ticker Symbol “DOUG”
Poised to Capitalize on Highly Attractive Dynamics in U.S. Residential Real Estate Market as an Independent Company
NEW YORK, NY — December 30, 2021 —Douglas Elliman Inc. (NYSE: DOUG) (“Douglas Elliman”) today announced that it has completed its previously announced spin-off from Vector Group Ltd. (NYSE: VGR). Douglas Elliman will begin trading today on the New York Stock Exchange under the symbol “DOUG” and has been added to the S&P SmallCap 600®, effective prior to the open of trading today.
Douglas Elliman Realty, LLC is one of the largest residential brokerage companies in the New York metropolitan area and the sixth largest in the U.S. Douglas Elliman has an established and growing presence in most major luxury markets – primarily international finance and technology hubs that are densely populated and offer housing inventory at premium pricing points. Douglas Elliman’s attractive financial profile includes a strong balance sheet with $200 million of net cash and significant operating leverage, supported by a track record of impressive revenue growth, disciplined expense management led by seasoned industry executives, healthy margins and limited capital expenditures.
As a standalone company, Douglas Elliman will leverage these core competencies and differentiated market focus to pursue profitable growth opportunities through market expansion, retention and recruitment of best-in-class talent and acquisitions and acqui-hires. Douglas Elliman will also source, use and invest in early-stage, disruptive property technology (“PropTech”) solutions and companies that easily integrate into its technology foundation, allowing Douglas Elliman to remain flexible, nimble and asset-light while providing cutting-edge solutions that improve client, customer and agent experience.
“Today marks an exciting new chapter for Douglas Elliman,” said Howard M. Lorber, Chairman and Chief Executive Officer of Douglas Elliman. “As a standalone company, Douglas Elliman will leverage its differentiated approach, portfolio of innovative technology services and a best-in-class team of employees and agents to capitalize on growth opportunities in the highly attractive U.S. residential real estate market. We believe there is a bright future ahead for our company as a standalone entity.”
“We are thrilled that Douglas Elliman has reached this milestone – one that would not be possible without the hard work and dedication of our incredible agents and employees,” said Scott Durkin, Chief Executive Officer of Douglas Elliman Realty, LLC. “As a standalone company, we look forward to building on Douglas Elliman’s leading luxury brand and longstanding tradition of excellence, while continuing to drive long-term value for stockholders.”
About Douglas Elliman Inc.
Douglas Elliman Inc. (NYSE: DOUG) is one of the largest residential brokerage companies in the New York metropolitan area, which includes New York City, Long Island, Westchester, Connecticut, New Jersey and the Hamptons, and the sixth largest in the U.S., with substantial businesses in California, Colorado, Texas, Florida and Massachusetts. In addition, Douglas Elliman sources, uses and invests in early-stage, disruptive property technology (“PropTech”) solutions and companies and provides other real estate services, including development marketing, property management and settlement and escrow services in select markets. Additional information concerning Douglas Elliman is available on its website, www.elliman.com.
Investors and others should note that we may post information about Douglas Elliman on our website at www.elliman.com or, if applicable, on our 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 Douglas Elliman to review the information we post on our website at www.elliman.com and on our 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).
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 Douglas Elliman include the risk factors described in the filings of Douglas Elliman 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 its respective obligations under the agreements
entered into in connection with the spin-off of Douglas Elliman from Vector Group Ltd.; and the additional factors described under “Risk Factors” in the registration statement on Form S-1 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.
Contacts
Stephen Larkin
Douglas Elliman Inc.
212-891-7042
Emily Claffey / Benjamin Spicehandler / Columbia Clancy
Sard Verbinnen & Co
212-687-8080
Eve Young
Sard Verbinnen & Co - Europe
+44 (0)20 3178 8914
For financial inquiries:
J. Bryant Kirkland III
Douglas Elliman Inc.
305-579-8000