United States securities and exchange commission logo
November 4, 2021
Bryant Kirkland
Chief Financial Officer
Douglas Elliman Inc.
4400 Biscayne Boulevard
Miami, FL 33137
Re: Douglas Elliman
Inc.
Amendment No. 1 to
Draft Registration
Statement on Form 10
Submitted October
21, 2021
CIK No. 0001878897
Dear Mr. Kirkland:
We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form 10-12B filed
October 21, 2021
Overview, page 1
1. We note your response
to prior comment 1. Your relationship with the proptech
companies remains
somewhat unclear. For example, in this section, you state that you
"are committed to
creating a portfolio of incubated start-ups that have access to our
operating businesses
and distribution, as well as our know-how and experience, to grow
their own businesses,
while benefiting our operations." Please explain whether you mean
that you are the
'incubator' for these companies, and explain what services you provide in
this regard. Disclose
which companies you have active 'incubator' relationships with, and
the material terms
governing these relationships. File any material agreements as exhibits
Bryant Kirkland
Douglas Elliman Inc.
November 4, 2021
Page 2
to your registration statement.
General
2. Please ensure that the graphic presentation is of high enough resolution
and type size that
all information is legible. If you cannot ensure that your graphic
presentation is legible
after it is transmitted electronically, please consider removing the
graphic from your
Information Statement and including the substantive information in
written form.
3. We note that you plan to distribute shares of Douglas Elliman common
stock to Vector
shareholders as well as employees holding Vector stock options, whether
vested or
unvested, and employees and non-employee directors holding restricted
Vector stock
awards subject to time-based or performance-based vesting. Please provide
us with an
analysis of whether the distribution constitutes a sale under
Securities Act Section
2(a)(3), including whether value is being provided, given that the
distribution is not being
made solely to holders of outstanding Vector shares. In this regard,
please disclose the
percentage of Douglas Elliman stock that will be distributed to employees
and directors
other than with respect to any outstanding shares of Vector common stock
they may hold.
In your analysis, please also address the fact that Vector shares
underlying the options and
restricted stock awards may never be issued if the options or awards are
not exercised or if
vesting conditions are not met. Alternatively, amend your Distribution
Agreement and the
filing to remove the distribution to persons other than holders of
outstanding Vector stock,
or register the transaction under the Securities Act.
You may contact Babette Cooper at 202-551-3396 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 Pam Long at 202-551-3765 with any
other
questions.
Sincerely,
FirstName LastNameBryant Kirkland
Division of
Corporation Finance
Comapany NameDouglas Elliman Inc.
Office of Real
Estate & Construction
November 4, 2021 Page 2
cc: Robert Downes, Esq.
FirstName LastName