SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
BBX Capital Corporation
(Name of Subject Company (Issuer))
BFC Financial Corporation
(Names of Filing Persons (Offeror))
Class A Common Stock, par value $0.01
(Title of Class of Securities)
05540P 100
(CUSIP Number of Class of Securities)
Alan B. Levan
Chairman, Chief Executive Officer and
President
BFC Financial Corporation
401 East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida 33301
(954) 940-4900
(Name, address and telephone number of
person authorized to receive notices and communications on behalf of filing persons)
Copy to:
Alison W. Miller
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami , Florida 33130
(305) 789-3200
CALCULATION OF FILING FEE
| Transaction Valuation(1) |
|
Amount of Filing Fee(2)(3) |
| $95,424,420 |
|
$11,088.32 |
| (1) | For purposes of calculating the filing fee only, this amount is based on the offer to purchase 4,771,221 shares of Class A
Common Stock of BBX Capital Corporation (together with the associated preferred share purchase rights) at a purchase price of $20.00
per share. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended,
as updated by Fee Rate Advisory No. 1 for Fiscal Year 2015, equals $116.20 per $1,000,000 of the transaction valuation. The
full amount of the filing fee has been offset as set forth below. |
| (3) | The filing fee was previously paid in connection with the filing on March 20, 2015 of the initial Tender Offer Statement on
Schedule TO through the fee offset described below. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing. |
| Amount Previously Paid: $15,910.56 |
|
Filing Party: BFC Financial Corporation |
| Form or Registration No.: Form S-4 (333-190036) |
|
Date Filed: February 14, 2014 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to
which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| x | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting
the results of the tender offer. x
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Amendment No. 4 to Tender Offer Statement
on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (which, together
with this Amendment and any other amendments and supplements thereto, collectively constitute the “Schedule TO”) filed
by BFC Financial Corporation, a Florida corporation (“BFC”), on March 20, 2015. The Schedule TO relates to the offer
by BFC to purchase up to 4,771,221 shares of Class A Common Stock, par value $0.01 per share, together with the associated preferred
share purchase rights (collectively, the “Shares”), of BBX Capital Corporation (“BBX Capital”) at a price
of $20.00 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated March 20, 2015 (as it may be amended and supplemented, the
“Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended and supplemented, the “Letter
of Transmittal” and, collectively with the Offer to Purchase, the “Offer”), copies of which are filed with this
Schedule TO as exhibits. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms
in the Offer to Purchase.
This Amendment is being filed to amend and
supplement the Items of the Schedule TO and the the Offer to Purchase, in each case as specifically set forth below. Pursuant to
General Instruction F to Schedule TO, the information set forth in the Offer to Purchaser and Letter of Transmittal is incorporated
herein by reference in response to the Items of Schedule TO, and is amended and supplemented by the information specifically set
forth in this Amendment.
As permitted by General Instruction G to
Schedule TO, this Amendment is also an amendment to the Schedule 13D filed by BFC on August 28, 2008, as previously amended, with
respect to the Class A Common Stock of BBX Capital.
CUSIP No. 05540P 100
| |
|
|
| 1. |
|
Names of Reporting Persons
BFC Financial Corporation (I.R.S.
No. 59-2022148)
|
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
þ
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Source of Funds (See Instructions)
WC, AF
|
| 5. |
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
| 6. |
|
Citizenship or Place of Organization
Florida
|
| |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7. Sole
Voting Power
13,099,577(1)(2)
|
| |
8. Shared
Voting Power
42
|
| |
9. Sole
Dispositive Power
13,099,577(1)(2)
|
| |
10. Shared Dispositive Power
42
|
| |
|
|
| 11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,099,619(1)(2)
|
| 12. |
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
| 13. |
|
Percent of Class Represented by Amount in Row (11)
81.0%
|
| 14. |
|
Type of Reporting Person (See Instructions)
HC
|
| (1) | Includes 195,045 shares of BBX Capital’s Class
B Common Stock owned by BFC. These shares are convertible at any time in BFC’s discretion on a share-for-share basis into
BBX Capital’s Class A Common Stock. |
| (2) | Includes 4,771,221 shares of BBX Capital’s Class
A Common Stock purchased by BFC pursuant to the Offer. |
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended
and supplemented by adding the following information:
The Offer expired at 5:00 p.m., New York
City time, on April 24, 2015. Based on the final tabulation by the Depositary, a total of 6,574,446 Shares were validly tendered
and not withdrawn in the Offer. In accordance with the terms of the Offer, because the Offer was oversubscribed, the number of
Shares accepted for purchase by BFC from each tendering shareholder has been prorated by a factor of 72.57569% so that BFC purchased
a total of 4,771,221 Shares in the Offer at a purchase price of $20.00 per Share, net to the seller in cash (less any applicable
withholding taxes and without interest), for an aggregate purchase price of approximately $95.4 million. As a result of BFC’s
purchase of the 4,771,221 Shares in the Offer, BFC now holds shares of BBX Capital’s Class A Common Stock representing approximately
81% of the issued and outstanding shares of BBX Capital’s Class A Common Stock. In addition, the shares of BBX Capital’s
Class A Common Stock and Class B Common Stock owned by BFC collectively represent an approximately 81% equity interest and 90%
voting interest in BBX Capital.
Payment for the Shares accepted for purchase
by BFC has been deposited with the Depositary and will be paid by the Depositary to tendering shareholders promptly in accordance
with the terms of the Offer. Shares tendered in the Offer but not accepted for purchase will be promptly returned to the tendering
shareholders.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended
and supplemented by adding the following information:
On April 30, 2015, BFC issued a press release
announcing the final results of the Offer. A copy of the press release is filed as Exhibit (a)(5)(iv) to the Schedule TO and is
incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended
and supplemented by adding the following exhibit:
| (a)(5)(iv) |
|
Press Release issued by BFC Financial Corporation, dated April
30, 2015
|
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
BFC Financial Corporation |
| |
|
| |
|
| |
/s/ Raymond S. Lopez |
|
| |
Name: Raymond S. Lopez |
| |
Title: Chief Financial Officer and Chief |
| |
Accounting Officer |
Date: April 30, 2015
Index to Exhibits
|
Exhibit
Number |
|
Description |
| |
|
|
| (a)(1)(i) |
|
Offer to Purchase, dated March 20, 2015* |
| (a)(1)(ii) |
|
Letter of Transmittal* |
| (a)(1)(iii) |
|
Notice of Guaranteed Delivery* |
| (a)(1)(iv) |
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees* |
| (a)(1)(v) |
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees* |
| (a)(5)(i) |
|
Press Release issued by BFC Financial Corporation, dated March 17, 2015 (incorporated by reference to the Schedule TO-C filed by BFC Financial Corporation with the Securities and Exchange Commission on March 17, 2015)* |
| (a)(5)(ii) |
|
Press Release issued by BFC Financial Corporation, dated April 17, 2015* |
| (a)(5)(iii) |
|
Press Release issued by BFC Financial Corporation, dated April 27, 2015* |
| (a)(5)(iv) |
|
Press Release issued by BFC Financial Corporation, dated April 30, 2015 |
| (b)(1) |
|
Loan Agreement and Promissory Note, dated April 17, 2015, between BFC Financial Corporation and Bluegreen Specialty Finance, LLC* |
| (d)(1) |
|
Letter dated April 1, 2015 from BFC Financial Corporation to the Special Committee of BBX Capital Corporation’s Board of Directors relating to BFC Financial Corporation’s Current Intentions as to its Ownership Interest in BBX Capital Corporation and the Potential Tax Sharing Agreement* |
| (d)(2) |
|
Letter dated April 1, 2015 from BFC Financial Corporation to the Special Committee of BBX Capital Corporation’s Board of Directors relating to BBX Capital Corporation’s Class A Common Stock’s Registration under the Securities Exchange Act of 1934, Listing on the New York Stock Exchange and Related Corporate Governance Matters* |
| (g) |
|
None |
| (h) |
|
None |
______________________________________________
* Previously filed
Exhibit (a)(5)(iv)
BFC Financial Corporation Successfully
Completes Tender Offer
for Shares of BBX Capital Corporation’s
Class A Common Stock
- BFC
Now Holds an 81% Equity Interest and 90% Voting Interest in BBX Capital -
FORT LAUDERDALE, Florida – April
30, 2015 – BFC Financial Corporation (“BFC”) (OTCQB: BFCF; BFCFB) announced today that it has successfully completed
its tender offer to purchase 4,771,221 shares of Class A Common Stock of BBX Capital Corporation (“BBX Capital”) (NYSE:
BBX) at a cash purchase price of $20.00 per share, net to the seller in cash (less any applicable withholding taxes and without
interest). The tender offer, which commenced on March 20, 2015, expired at 5:00 p.m., New York City time, on April 24, 2015.
BFC was advised by
Computershare Trust Company, N.A., the Depositary for the tender offer, that a total of 6,574,446 shares were validly tendered
pursuant to the tender offer. Because the tender offer was oversubscribed, the number of shares that BFC accepted for purchase
from each tendering shareholder was prorated so that BFC purchased a total of 4,771,221 shares in the tender offer for an aggregate
purchase price of approximately $95.4 million. The final proration factor was 72.57569%. The purchase price for the shares accepted
for payment has been deposited with the Depositary and will be paid by the Depositary to tendering shareholders promptly in accordance
with the terms of the tender offer. All shares tendered in the tender offer but not accepted for purchase will be promptly returned
to the tendering shareholders.
Prior to completion
of the tender offer, BFC owned approximately 51% of the issued and outstanding shares of BBX Capital’s Class A Common Stock
and all of the issued and outstanding shares of BBX Capital’s Class B Common Stock. Collectively, these shares represented
an approximately 51% equity interest and 74% voting interest in BBX Capital. As a result of BFC’s purchase of the 4,771,221
shares of BBX Capital’s Class A Common Stock in the tender offer, BFC now owns approximately 81% of the issued and outstanding
shares of BBX Capital’s Class A Common Stock, which together with the shares of BBX Capital’s Class B Common Stock
owned by BFC, represent an approximately 81% equity interest and 90% voting interest in BBX Capital.
Alan B. Levan, Chairman,
Chief Executive Officer and President of BFC, said, “We are pleased that the tender offer was successfully completed and
that BFC achieved its goal of increasing its interest in BBX Capital.”
About BFC Financial Corporation:
BFC (OTCQB: BFCF; BFCFB) is a holding company
whose principal holdings include a 81% ownership interest in BBX Capital Corporation (NYSE: BBX) and its indirect ownership interest
in Bluegreen Corporation. BFC owns a 54% equity interest in Woodbridge, the parent company of Bluegreen. BBX Capital owns the remaining
46% equity interest in Woodbridge. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based,
deeded vacation ownership plan with more than 180,000 owners, over 65 owned or managed resorts, and access to more than 4,500 resorts
worldwide. BBX Capital, a New York Stock Exchange listed company, is involved in the acquisition, ownership and management of joint
ventures and investments in real estate and real estate development projects, as well as acquisitions, investments and management
of middle market operating businesses.
As of December 31, 2014, BFC had total
consolidated assets of approximately $1.4 billion, shareholders' equity attributable to BFC of approximately $252.9 million, and
total consolidated equity of approximately $446.7 million. BFC’s book value per share at December 31, 2014 was $3.03.
About Bluegreen Corporation:
Founded in 1966 and headquartered in Boca
Raton, FL, Bluegreen Corporation (“Bluegreen Vacations”) is a sales, marketing and resort management company, focused
on the vacation ownership industry and pursuing a capital-light business strategy. Bluegreen manages, markets and sells the Bluegreen
Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 65 owned or managed
resorts, and access to more than 4,500 resorts worldwide. Bluegreen also offers a portfolio of comprehensive, turnkey, fee-based
service resort management, financial services, and sales and marketing on behalf of third parties.
About BBX Capital Corporation:
BBX Capital (NYSE: BBX) is involved in
the acquisition, ownership and management of joint ventures and investments in real estate and real estate development projects,
as well as acquisitions, investments and management of middle market operating businesses. In addition, BBX Capital and BFC have
a 46% and 54% respective ownership interest in Bluegreen.
As of December 31, 2014, BBX Capital had
total consolidated assets of $392.9 million, shareholders' equity attributable to BBX Capital of approximately $309.8 million,
and total consolidated equity of approximately $311.3 million. BBX Capital’s book value per share at December 31, 2014
was $19.16.
For further information, please visit our family of companies:
BFC Financial Corporation: www.BFCFinancial.com
Bluegreen Corp.: www.BluegreenVacations.com
BBX Capital: www.BBXCapital.com
Renin Corp.: www.ReninCorp.com
RoboVault: www.RoboVault.com
BBX Sweet Holdings: Hoffman’s Chocolates: www.Hoffmans.com,
Williams & Bennett:
www.WilliamsandBennett.com, Jer’s Chocolates:
www.Jers.com, Helen Grace Chocolates: www.HelenGrace.com, and Anastasia Confections: www.AnastasiaConfections.com
BFC Financial Contact Info:
Investor Relations: Leo Hinkley, Managing Director, 954- 940-4994
Email: LHinkley@BFCFinancial.com
Media Contact: Kip Hunter Marketing, 954-765-1329
Aimee Adler/ Jodi Goldstein
Email: aimee@kiphuntermarketing.com, jodi@kiphuntermarketing.com
# # #
This press release contains
forward-looking statements based on current expectations that involve a number of risks and uncertainties. The forward looking
statements in this press release are also forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, and involve substantial risks and uncertainties, including that the
expected tax and other benefits to BFC from the tender offer may not be realized or maintained in the future. Reference is also
made to the risks and uncertainties detailed in reports filed by BFC with the SEC, including the “Risk Factors” sections
thereof, which may be viewed on the SEC's website at www.sec.gov. BFC cautions that the foregoing factors are not exclusive.
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