Item 7.01 Regulation FD Disclosure
Spin-off of Douglas Elliman, Inc.
On December 10, 2021, Vector Group Ltd. (NYSE: VGR) (the “Company”) announced that its board of directors has approved the spin-off of Douglas Elliman Inc. (“Douglas Elliman”), which is expected to be completed in late-Decemeber.
Upon completion of the spin-off, Vector Group will operate the tobacco segment of its business, which includes the manufacture and sale of cigarettes in the United States through Vector Group’s subsidiaries Liggett Group LLC and Vector Tobacco Inc., while also continuing to own interests in numerous properties and real estate projects across the United States. Douglas Elliman will own and operate the real estate services and property technology (“PropTech”) investment business currently owned and operated by Vector Group through its subsidiary New Valley, LLC, and will be capitalized with approximately $200 million in net cash and cash equivalents.
A copy of the press release related to 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 the Company’s filings under the Securities Act 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. The words “believe,” “expect,” “estimate,” “may,” “will,” “could,” “plan,” or “continue” and similar expressions are intended to identify forward-looking statements. The Company’s actual results could differ significantly from the results discussed in such forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in the Company’s Form 10-Q for the quarterly period ended September 30, 2021. 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. The Company 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.
Exhibit Index
(c)Exhibit.
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Exhibit No.
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Exhibit
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Press release issued by Vector Group Ltd. on December 10, 2021, announcing the approval of spin-off of Douglas Elliman Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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