Douglas Elliman Common Stock Expected to Begin
Trading on a When-Issued Basis on December 17
Vector Group Ltd. (NYSE: VGR) (“Vector Group”) today announced
that the registration statement on Form S-1 filed by Douglas
Elliman Inc. (“Douglas Elliman”) in connection with its spin-off
from Vector Group has been declared effective by the U.S.
Securities and Exchange Commission.
On December 29, 2021, each holder of Vector Group common stock
(including Vector Group common stock underlying outstanding Vector
Group stock option awards and restricted stock awards) will receive
one share of Douglas Elliman common stock for every two shares of
Vector Group common stock held as of December 20, 2021, the record
date. No action or payment is required by Vector Group stockholders
to receive shares of Douglas Elliman.
Beginning on December 17, 2021, and continuing until the
occurrence of the distribution on December 29, 2021, Vector Group
expects that its common stock will trade in two markets on the
NYSE: in the “regular way” market under the symbol “VGR” and in the
“ex-distribution” market under the symbol “VGR WI”. Any holders of
Vector Group common stock who sell shares in the “regular way”
market on or before December 29, 2021 will also be selling their
right to receive Douglas Elliman common stock. Investors are
encouraged to consult with their financial advisors regarding the
specific implications of buying or selling Vector Group common
stock on or before the distribution date. The CUSIP number for
Vector Group common stock will remain 92240M108.
Beginning on December 17, 2021, the new Douglas Elliman common
stock is expected to begin trading on a “when-issued” basis on the
NYSE under the symbol “DOUG WI” and under “Douglas Elliman Inc.”.
“When-issued” trading of Douglas Elliman common stock will continue
until the distribution occurs. “Regular way” trading of Douglas
Elliman common stock will begin on December 30, 2021 under the
symbol “DOUG”. The CUSIP number for Douglas Elliman common stock
will be 25961D105.
The distribution is expected to qualify as a tax-free
distribution for U.S. federal income tax purposes. Vector Group
stockholders are encouraged to consult with their tax advisors with
respect to U.S. federal, state, local and foreign tax consequences
of the spin-off. Completion of the spin-off is subject to various
conditions, including receipt of a tax opinion from counsel.
Jefferies LLC continues to serve as financial advisor to Vector
Group and Sullivan & Cromwell LLP continues to serve as legal
counsel to Vector Group and Douglas Elliman.
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 Vector Group’s 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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211216006110/en/
Emily Claffey / Benjamin Spicehandler / Columbia Clancy 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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