Item 1.01 Entry into a Material Definitive Agreement.
To the extent required by Item 1.01 of Form 8-K, the information contained in
Item 8.01 of this Form 8-K is incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 29, 2021 at 11:59 p.m., New York City time, Vector Group Ltd.
("Vector") completed the distribution to its stockholders (including holders of
Vector common stock underlying outstanding stock option awards and restricted
stock awards) of the common stock of Douglas Elliman Inc. ("Douglas Elliman")
(such distribution of Douglas Elliman's common stock, the "Distribution.") The
Distribution took the form of a distribution by Vector of one share of Douglas
Elliman's common stock, par value $0.01 per share, for every two shares of
Vector's common stock (including Vector common stock underlying outstanding
stock option awards and restricted stock awards) held of record at the close of
business, New York City time, on December 20, 2021 (the "Record Date"). Douglas
Elliman owns the real estate services and property technology ("PropTech")
investment business previously owned and operated by Vector (the "Douglas
Elliman Business"). As a result of the Distribution, Douglas Elliman became an
independent publicly traded company and began trading under the symbol "DOUG" on
the New York Stock Exchange ("NYSE") on December 30, 2021.
Subsequent to the Distribution, Vector will no longer include the financial
results of the Douglas Elliman Business for the purpose of its own financial
reporting. After the date of the Distribution, the historical financial results
of the Douglas Elliman Business will be reflected in the consolidated financial
statements of Vector as discontinued operations for all periods presented
through December 29, 2021, beginning with the financial statements to be filed
for the year ended December 31, 2021. Filed as Exhibit 99.1 to this Current
Report on Form 8-K are the unaudited pro forma condensed consolidated balance
sheet of Vector as of September 30, 2021 and the unaudited pro forma condensed
consolidated statements of operations of Vector for the nine months ended
September 30, 2021 and the years ended December 31, 2020, 2019 and 2018, in each
case giving effect to the Distribution.
Item 2.05 Costs Associated With Exit or Disposal Activities.
The description of the Distribution contained in Item 2.01 of this report is
incorporated herein by reference. As of the date of this report, Vector expects
to incur approximately $11 million of pre-tax costs associated with the
Distribution, including legal, financial advisory and accounting fees and
expenses, printing and engraving expenses, NYSE listing fees, and other
separation-related fees and expenses. Vector expects substantially all of these
costs will be recognized in its financial statements as of and for the year
ended December 31, 2021. Vector expects that future cash expenditures for
pre-tax costs associated with the Distribution will be immaterial.
Vector also expects to incur cash expenditures of approximately $13.6 million
associated with the value of Douglas Elliman common stock used to satisfy
payroll tax withholdings of holders of Vector stock option awards and restricted
stock awards from the receipt of Douglas Elliman stock in connection with the
spin-off.
Item 8.01 Other Events.
On December 21, 2021, Vector and Douglas Elliman entered into a Distribution
Agreement, under which Vector would distribute all of Douglas Elliman's
outstanding common stock to holders of Vector common stock (including Vector
common stock underlying outstanding stock option awards and restricted stock
awards), which was subsequently amended and restated as of December 28, 2021,
prior to completion of the Distribution on December 29, 2021 at 11:59 p.m., New
York City time. The foregoing description is qualified in its entirety by
reference to the agreement filed as Exhibit 2.1 to this Form 8-K and
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated balance sheet of Vector as of
September 30, 2021 and the unaudited pro forma condensed consolidated statements
of operations of Vector for the nine months ended September 30, 2021 and the
years ended December 31, 2020, 2019 and 2018 are filed as Exhibit 99.1 to this
Current Report on Form 8-K.
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(d) Exhibits
2.1 Distribution Agreement, originally dated as of December 21, 2021 and
amended and restated as of December 28, 2021, between Vector Group Ltd.
and Douglas Elliman Inc.
99.1 Unaudited pro forma condensed consolidated balance sheet of Vector Group
Ltd. as of September 30, 2021 and the unaudited pro forma condensed
consolidated statements of operations of Vector Group Ltd. for the nine
months ended September 30, 2021 and the years ended December 31, 2020,
2019 and 2018.
104 Cover Page Interactive Data File (embedded within the inline XRBL
document).
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