EX-99.1

0000950170-24-096593.txt : 20240813 0000950170-24-096593.hdr.sgml : 20240813 20240813211301 ACCESSION NUMBER: 0000950170-24-096593 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240702 FILED AS OF DATE: 20240813 DATE AS OF CHANGE: 20240813 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Richman Darren CENTRAL INDEX KEY: 0001594474 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41054 FILM NUMBER: 241203820 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHENE DAVID CENTRAL INDEX KEY: 0001797237 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41054 FILM NUMBER: 241203821 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis Investment Holdings II LLC CENTRAL INDEX KEY: 0001854977 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41054 FILM NUMBER: 241203824 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLCP Fund III (EU) Master AIV LP CENTRAL INDEX KEY: 0002029655 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41054 FILM NUMBER: 241203822 BUSINESS ADDRESS: STREET 1: C/O KENNEDY LEWIS MANAGEMENT LP STREET 2: 225 LIBERTY STREET, SUITE 4210 CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212.782.3480 MAIL ADDRESS: STREET 1: C/O KENNEDY LEWIS MANAGEMENT LP STREET 2: 225 LIBERTY STREET, SUITE 4210 CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis GP III LLC CENTRAL INDEX KEY: 0001897209 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41054 FILM NUMBER: 241203825 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212.782.3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLIM Delta HQC3 LP CENTRAL INDEX KEY: 0001994226 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41054 FILM NUMBER: 241203823 BUSINESS ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: SUITE 4210 CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: (212) 782-3840 MAIL ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: SUITE 4210 CITY: NEW YORK STATE: NY ZIP: 10281 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Douglas Elliman Inc. CENTRAL INDEX KEY: 0001878897 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 872176850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD STREET 2: FLOOR 10 CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 3055798000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD STREET 2: FLOOR 10 CITY: MIAMI STATE: FL ZIP: 33137 3/A 1 ownership.xml 3/A X0206 3/A 2024-07-02 2024-07-11 0 0001878897 Douglas Elliman Inc. DOUG 0001897209 Kennedy Lewis GP III LLC 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 true false false false 0001854977 Kennedy Lewis Investment Holdings II LLC 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 true false false false 0001994226 KLIM Delta HQC3 LP 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 true false false false 0002029655 KLCP Fund III (EU) Master AIV LP 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 true false false false 0001797237 CHENE DAVID 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 true false false false 0001594474 Richman Darren 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 true false false false Senior Secured Convertible Promissory Note Common Stock 30526740 I See Footnotes Senior Secured Convertible Promissory Note Common Stock 2806594 I See Footnotes This Form 3 amendment is being filed solely to correct the names of the entities holding each of the previously reported Senior Secured Convertible Promissory Notes of Douglas Elliman Inc. (the "Issuer"). These securities of the issuer are held directly by KLCP Fund III (EU) Master AIV LP ("KLCP Fund III"). These securities of the Issuer are held directly by KLIM Delta HQC3 LP ("KLIM Delta", and together with KLCP Fund III, the "Funds"). Kennedy Lewis GP III LLC ("Kennedy Lewis GP III") is the general partner of each of the Funds. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Kennedy Lewis GP III. Holdings II is controlled by its board of managers. David Chene and Darren Richman, each a Manager of Holdings II, are the effective control persons of Holdings II. Each of Kennedy Lewis GP III, Holdings II, David Chene and Darren Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by the Funds due to their relationship with the Funds. For purposes of Section 16 of the Securities Exchange Act of 1934, each of Kennedy Lewis GP III, Holdings II, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of Kennedy Lewis GP III, Holdings II, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose. This Convertible Promissory Note due July 2, 2029, between KLCP Fund III and the Issuer (the "KLCP Fund III Convertible Note"), has a principal amount of $45,790,109.01 and bears interest at a rate of 7.0% per annum payable in cash, or, if no Event of Default (as defined in the KLCP Fund III Convertible Note) has occurred or is continuing, at the Issuer's election, 8.0% per annum paid in kind, due semi-annually. The maturity date of the KLCP Fund III Convertible Note is July 2, 2029. This Convertible Promissory Note due July 2, 2029, between KLIM Delta and the Issuer (the "KLIM Delta Convertible Note", and together with the KLCP Fund III Convertible Note, the "Convertible Notes"), has a principal amount of $4,209,890.99 and bears interest at a rate of 7.0% per annum payable in cash, or, if no Event of Default (as defined in the KLIM Delta Convertible Note) has occurred or is continuing, at the Issuer's election, 8.0% per annum paid in kind, due semi-annually. The maturity date of the KLIM Delta Fund III Convertible Note is July 2, 2029. The Funds have the right to elect at any time to convert their respective Convertible Notes into shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer at an initial conversion price equal to $1.50 per share of Common Stock, subject to adjustment as set forth in the Convertible Notes, so long as the aggregate number of shares of Common Stock beneficially owned by such Fund, together with its affiliates and any member of a Section 13(d) group with such Fund or any of its affiliates, would not exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion (the "Beneficial Ownership Limitation"). (Continued from footnote 8) The Funds have the right to increase or decrease the Beneficial Ownership Limitation upon no less than 61 days' prior written notice to the Issuer, provided that the Beneficial Ownership Limitation may in no event exceed 24.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion. The conversion price is subject to certain customary anti-dilution adjustments. On or after July 2, 2027, the Issuer will have the right to redeem up to one-third of the initial outstanding principal and capitalized interest of the Convertible Notes (the "Redemption Amount") in cash if the last reported sale price of the Common Stock equals or exceeds 200% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) in a 30-day trading period. On or after January 2, 2028, the Issuer will have the right to redeem the Redemption Amount in cash if the last reported sale price of the Common Stock equals or exceeds 225% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) in a 30-day trading period. (Continued from footnote 10) On or after July 2, 2028, the Issuer will have the right to redeem the Redemption Amount in cash if the last reported sale price of the Common Stock equals or exceeds 250% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) in a 30-day trading period. The Issuer may not redeem more than the Redemption Amount in any rolling six-month period after July 2, 2027. In each case, such optional redemption would entitle the holder of the Convertible Notes to convert into shares of Common Stock calculated pursuant to a customary make-whole table prior to the applicable redemption date. David Chene, a Manager of Kennedy Lewis Investment Holdings II LLC, serves on the Board of Directors of Douglas Elliman Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Chene are deemed directors by deputization of the Issuer. KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2024-08-13 KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 2024-08-13 KLIM DELTA HQC3 LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2024-08-13 KLCP FUND III (EU) MASTER AIV LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2024-08-13 DAVID CHENE, Name: /s/ David Chene 2024-08-13 DARREN RICHMAN, Name: /s/ Darren Richman 2024-08-13 EX-99.1 2 doug-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Form 3 Joint Filer Information

     
Name:
 
Kennedy Lewis Investment Holdings II LLC

     
Address:
 
225 Liberty Street, Suite 4210
New York, NY 10281

     
Date of Event Requiring Statement:
 
07/02/2024

     
Name:
 
KLIM Delta HQC3 LP

     
Address:
 
225 Liberty Street, Suite 4210
New York, NY 10281

     
Date of Event Requiring Statement:
 
07/02/2024

     
Name:
 
KLCP Fund III (EU) Master AIV LP

     
Address:
 
225 Liberty Street, Suite 4210
New York, NY 10281

     
Date of Event Requiring Statement:
 
07/02/2024

     
Name:
 
David Chene

     
Address:
 
225 Liberty Street, Suite 4210
New York, NY 10281

     
Date of Event Requiring Statement:
 
07/02/2024

     
Name:
 
Darren Richman

     
Address:
 
225 Liberty Street, Suite 4210
New York, NY 10281

     
Date of Event Requiring Statement:
 
07/02/2024