BBX CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
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001-13133
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65-0507804
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida
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33301
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: 954-940-4000
Not applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On December 5, 2016, BBX Capital Corporation (BBX Capital) and BFC Financial Corporation (BFC) issued a press release announcing that,
assuming that the closing of the merger between the companies occurs on the scheduled BBX Capital meeting date of December 15, 2016, the deadline for BBX Capitals shareholders to elect the form of consideration they wish to receive in
connection with the merger is 5:00 p.m., Eastern Time, on December 13, 2016. However, as described in the press release, if the closing of the merger is delayed to a subsequent date, the election deadline will be similarly delayed to a subsequent
date (which will be the second business day prior to the new closing date of the merger or such other time as mutually agreed by BFC and BBX Capital), and the companies will promptly announce any such delay and, when determined, the new election
deadline. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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99.1
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Press release dated December 5, 2016
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Additional Information and Where to Find it
In connection with the proposed merger, BFC filed with the SEC a Registration Statement on Form S-4 that includes a prospectus of BFC and a proxy statement of
BBX Capital. The Registration Statement on Form S-4 was declared effective by the SEC on November 4, 2016. On or about November 9, 2016, BBX Capital commenced mailing of the proxy statement/prospectus to its shareholders. BFC and BBX
Capital may also file other documents with the SEC regarding the proposed merger. Investors and shareholders are advised to read the Registration Statement on Form S-4, the proxy statement/prospectus and any other documents filed with the SEC in
connection with the proposed merger because they contain important information. Investors and shareholders may obtain a copy of the proxy statement/prospectus and other documents filed with the SEC containing information about BFC and BBX Capital
free-of-charge from the SECs website at www.sec.gov. Copies of documents filed with the SEC by BFC are available free-of-charge on BFCs website at
www.bfcfinancial.com
, under the Investor Relations tab, or by written
request to BFC Financial Corporation, 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, Attention: Investor Relations, or by phone at 954-940-4900. Copies of documents filed with the SEC by BBX Capital are available
free-of-charge on BBX Capitals website at
www.bbxcapital.com
, under the Investor Relations tab, or by written request to BBX Capital Corporation, 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301,
Attention: Investor Relations, or by phone at 954-940-4000.
Participants in the Solicitation
BFC, BBX Capital and certain of their respective directors and executive officers may, under the rules of the SEC, be deemed to be participants in
the solicitation of proxies from BBX Capitals shareholders in connection with the proposed merger. Information about the directors and executive officers of BFC and BBX Capital is set forth in the proxy statement/prospectus. In addition,
information about the directors and executive officers of BFC is contained in BFCs Definitive Proxy Statement on Schedule 14A for its 2016 Annual Meeting of Shareholders, which was filed with the SEC on April 28, 2016, and information
about the directors and executive officers of BBX Capital is contained in BBX Capitals Definitive Proxy Statement on Schedule 14A for its 2016 Annual Meeting of Shareholders, which was filed with the SEC on April 25, 2016. These documents
can be obtained free-of-charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the Securities Act).
Forward-Looking Statements
This Current Report on
Form 8-K 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 and Section 21E of the Securities Exchange Act of 1934, as amended, and involve substantial risks and uncertainties. These risks and uncertainties include, but are not limited to, those relating to the
proposed merger described herein, including that the potential benefits of the merger may not be realized to the extent anticipated or at all, and that the conditions to closing the merger may not be satisfied or that the merger may not otherwise be
consummated on the contemplated terms, when expected or at all. Reference is also made to the risks and uncertainties detailed in reports filed by BFC and BBX Capital with the SEC, including the Risk Factors sections thereof, which may
be viewed on the SECs website at
www.sec.gov
. The companies caution that the foregoing factors are not exclusive.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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BBX CAPITAL CORPORATION
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Date: December 5, 2016
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By:
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/s/ Raymond S. Lopez
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Raymond S. Lopez,
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Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Press release dated December 5, 2016
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