United States securities and exchange commission logo
September 20, 2021
Bryant Kirkland
Chief Financial Officer
Douglas Elliman Inc.
4400 Biscayne Boulevard
Miami, FL 33137
Re: Douglas Elliman
Inc.
Draft Information
Statement on Form 10
Submitted August
24, 2021
CIK No. 0001878897
Dear Mr. Kirkland:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Draft Information Statement, Exhibit 99.1
Real Estate Technology, page 5
1. Please revise your
graphic presentation on pages 5 and 54, and the surrounding text as
appropriate, to clarify
what the graphic is intended to depict, and your relationship to the
other companies whose
logos appear therein. It is unclear whether these are vendors,
clients or investees.
Please also clarify the significance of these parties to the company's
operation and assets,
and provide quantitative information, if available, to help investors
understand whether they
are material or representative. Lastly, please ensure that the
graphic presentation is
of high enough resolution and type size that all information is
legible.
Bryant Kirkland
FirstName LastNameBryant Kirkland
Douglas Elliman Inc.
Comapany 20,
September NameDouglas
2021 Elliman Inc.
September
Page 2 20, 2021 Page 2
FirstName LastName
Risk Factors, page 28
2. We note that you intend to invest in minority stakes in PropTech
partners. Please tell us
what consideration you have given to including a risk factor regarding
compliance with
the registration requirements of the Investment Company Act of 1940.
Also in your
disclosure on page 53, please explain who your stakeholders are that
benefit from your
investment in these partners, and why an investment is preferred or is
needed in order to
use their services, as opposed to maintaining only a vendor or other
contractual
relationship.
Risks Associated with our Real Estate Services Business, page 29
3. We note your statement that your business is subject to the federal
government's monetary
policies. Please revise this risk factor to explain more specifically
the material risks that
monetary policy poses to your business.
Unaudited Pro Forma Condensed Combined Consolidated Financial Information, page
62
4. We note that you have included pro forma condensed combined
consolidated financial
information for the last twelve months ended June 30, 2021 because
unusual events,
primarily as a result of the COVID-19 pandemic in 2020 caused the most
recent twelve
month period to be more representative of normal operations. Please
clarify your basis in
GAAP or other authoritative literature that indicates that
presentation of such financial
information for the period chosen is appropriate.
Management's Discussion & Analysis of Financial Condition and Results of
Operations, page 68
5. We note that you disclose material events associated with the Covid-19
pandemic, and
positive trends in the housing market in this section. Please revise
as necessary to ensure
that you have fully addressed any other known trends, events and
uncertainties that may
have a material impact on your liquidity, capital resources, and
business operations.
Corporate Governance, page 86
6. We note that you do not discuss director independence in your
Corporate Governance
section. Please revise this section and identify each director that is
independent under the
independence standards that are applicable to you, and to address all
of the disclosures
required by Item 407(a) of Regulation S-K.
Exclusive Jurisdiction of Certain Actions, page 117
7. Please ensure that your descriptions of the exclusive jurisdiction
provision here and in the
risk factor on page 46 are consistent. For example, we note that the
risk factor states that
claims under the Securities Act may be brought in Delaware Chancery
Court or in federal
court, while the discussion on page 117 states that they must be
brought in federal court.
Please also ensure that your charter, when filed, is consistent with
the description of this
Bryant Kirkland
Douglas Elliman Inc.
September 20, 2021
Page 3
provision.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Peter McPhun at (202) 551-3581 or Wilson Lee at (202)
551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Costello at (202) 551-8742 or Pamela Long at (202) 551-3765
with any other
questions.
FirstName LastNameBryant Kirkland Sincerely,
Comapany NameDouglas Elliman Inc.
Division of
Corporation Finance
September 20, 2021 Page 3 Office of Real Estate
& Construction
FirstName LastName