Douglas Elliman Plans to File Form 10 Registration Statement in Planned Vector Group Split


MIAMI – (COMMERCIAL THREAD) – Vector Group Ltd. (NYSE: VGR) (“Vector Group”) announced today that Douglas Elliman Inc. (“Douglas Elliman”) is considering filing a Form 10 (“Form 10”) registration statement with the United States. Securities and Exchange Commission (“SEC”) in connection with its plan to split into an independent listed company. Form 10 will include detailed information about Douglas Elliman, including historical financial information, a description of Douglas Elliman’s business and strategy, and other legal and financial information.

Douglas Elliman is one of the largest residential brokerage firms in the New York metropolitan area, which includes New York, Long Island, Westchester and the Hamptons, and the sixth largest in the United States. Since 2013, Douglas Elliman has grown 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, a market-leading luxury brand and a team of world-class employees and agents, Douglas Elliman has the strong underlying business fundamentals to grow his market share. As a stand-alone, publicly traded company, Douglas Elliman will pursue profitable growth opportunities through expanding its footprint, adopting advanced real estate technologies (“PropTech”) and investing in PropTech companies through of New Valley Ventures LLC, the continued recruitment of top talent – talent, acquisitions, acquisitions and operational efficiency. Douglas Elliman will employ a disciplined capital allocation strategy aimed at generating sustainable long-term shareholder value.

“Filing the Form 10 registration statement is an important step in our plan to create two independent publicly traded companies, ”said Howard M. Lorber, President and CEO of Vector Group and President, President and CEO. CEO of Douglas Elliman Inc.. “With a leading luxury brand and a full suite of technology-based services and investments, Douglas Elliman is well positioned to take advantage of opportunities in the large and growing US 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 the long-term success of each company and unlock shareholder value.

“Today’s announcement reflects our confidence in the exciting prospects for Douglas Elliman as an industry-leading brand distinguished by its use and investment in a portfolio of innovative technology services and a team of employees and blue chip agents, ”said Scott Durkin, CEO of Douglas Elliman Realty, LLC. “As we move forward on this path to establish Douglas Elliman as a stand-alone public company, our experienced management team remains committed to leveraging our existing solutions portfolio, expanding our market presence and making strategic investments in PropTech companies. early stage and disruptive 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 Vector Group board of directors, receipt of a tax advice from the board, and the effectiveness of the Form 10 registration statement. If all the conditions are met, the spin-off is expected to be finalized at the end of 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 split, Vector Group will continue to trade on the NYSE under the symbol “VGR”.

Additional information will be available in the investor presentation posted on Vector Group’s website and filed by Vector Group with the SEC.

A registration statement on Form 10 relating to the proposed distribution of the securities of Douglas Elliman is expected to be filed with the SEC. The securities of Douglas Elliman cannot be sold and offers to buy cannot be accepted until the time the Form 10 is filed and becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of securities of Douglas Elliman in any state or jurisdiction in which such an offer, solicitation or sale would be illegal. before 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 p.m. 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 a live webcast at https://www.webcaster4.com/Webcast/Page/2271/43402. Webcast participants should allow additional time to register before the webcast begins. A replay of the call will be available shortly after the call ends, from November 8, 2021 to November 22, 2021. To access the replay, dial 877-656-8905 and enter 43234619 as your ID number. the conference. 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 of Liggett Group LLC, Vector Tobacco Inc., New Valley LLC and Douglas Elliman Realty, LLC. Additional information about Vector Group is available on its website, www.VectorGroup Ltd.com.

Investors and others should note that we may post information about Vector Group or its affiliates on our website at www.VectorGroup Ltd.com and / or on the websites of these subsidiaries or, where applicable, on their accounts on Facebook, Instagram, LinkedIn, TikTok, Twitter, YouTube or other social media platforms. Publications or press releases may contain information that is considered important. Therefore, we encourage investors, the media and others interested in Vector Group to review the information that we post on our website at www.VectorGroup Ltd.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 federal securities laws. Forward-looking statements include information relating to our intention, beliefs or current expectations, primarily with respect to, but not limited to, economic prospects, capital expenditures, cost reduction, cash flow, operating performance, growth expectations, competition, laws and regulations, litigation and related industry developments (including trends affecting our business, financial condition and results of operations) and our possible Douglas Elliman split.

Forward-looking statements may be identified by words or expressions such as “anticipate”, “believe”, “continue”, “may”, “estimate”, “expect”, “intend”, “may to be “,” to be “,” objective “,” opportunistically “,” plan “,” potential “,” predict “,” project “,” prospects “,” seek “and” will “and similar words or phrases or their negatives. Forward-looking statements involve significant 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 associated with the business of Vector Group includes the risk factors described in the documents filed by Vector Group with the SEC.

Factors that could cause Douglas Elliman’s actual results to differ materially from those suggested by forward-looking statements include: government 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 COVID-19 outbreak and the impact of potential COVID-19 variants; the extent and timing of administration of the COVID-19 vaccine 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 suspensions of our business operations; the impacts of the Tax Cuts and Jobs Act of 2017, including its impact on the markets for Douglas Elliman’s activities; effects of industrial competition; severe weather events or natural or man-made disasters, including an increase in the severity or frequency of such events due to climate change or otherwise, or other catastrophic events may disrupt Douglas’ business Elliman and adversely impact the home sales activity; the level of Douglas Elliman’s expenses, including his business expenses as a publicly traded stand-alone company; Douglas Elliman’s status as an emerging growth company; the tax-free treatment of the spin-off company; Douglas Elliman’s lack of operating history as a public company and the costs associated with being an independent public company; potential dilution for holders of Douglas Elliman common shares due to the issuance of additional common shares to fund its financial obligations and other financing activities; the non-compliance by Douglas Elliman or Vector Group of their respective obligations under the agreements concluded within the framework of the demerger; and the additional factors described under “Risk Factors” in the accompanying disclosure statement attached to Form 10 to be filed with the SEC by Douglas Elliman.

Forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to update or revise any forward-looking statements contained in this document, unless otherwise indicated by federal securities laws.


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