UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13E-3
(RULE 13e-100)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
BBX CAPITAL
CORPORATION
(Name of the Issuer)
BFC
Financial Corporation
BBX Capital LLC
John E. Abdo
Jarett S.
Levan
Seth M. Wise
Raymond S. Lopez
Alan B.
Levan
(Name of Persons Filing Statement)
Class A Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
05540P100
(CUSIP Number
of Class of Securities)
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BBX Capital Corporation
Raymond S. Lopez
Executive Vice President and Chief Financial Officer
401 East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida 33301
(954) 940-4000
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BFC Financial Corporation
Jarett S. Levan
Acting
Chairman, Chief Executive Officer and President
401 East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida 33301
(954) 940-4900
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of
the Persons Filing Statement)
copy to:
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Stephen K. Roddenberry
Akerman LLP
Three
Brickell City Centre
98 Southeast Seventh Street
Suite 1100
Miami, Florida
33131
(305) 374-5600
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Alison W. Miller
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street
Suite 2200
Miami, Florida
33130
(305) 789-3200
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This statement is filed in connection with (check the appropriate box):
☒
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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☒
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The filing of a registration statement under the Securities Act of 1933.
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Check the following box if the soliciting materials or information statement referred
to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the
transaction: ☒
Calculation of Filing Fee
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$452,296,763
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$45,546.28
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(1)
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Calculated solely for the purpose of determining the filing fee.
The transaction value was calculated by taking (i) the product of (a) $19.84, the average of the high and low prices per share of BBX Capital
Class A Common Stock on August 18, 2016, as quoted on the New York Stock Exchange, and (b) the number of shares of BBX Capital Class A Common Stock outstanding (other than shares owned directly or indirectly by BFC) or issuable pursuant to the
vesting of restricted stock units or the exercise of outstanding options minus (ii) $30,727,500, the estimated aggregate amount of cash consideration to be paid by BFC in the merger in exchange for shares of BBX Capital Class A Common
Stock.
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(2)
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The filing fee was determined by multiplying the Transaction Valuation by .0001007.
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☒
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Check the box if any part of the fee is offset as provided by Exchange Act 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.
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Amount Previously Paid: $45,546.28
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Filing Party: BFC Financial Corporation
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Form or Registration No.: Form S-4 (Registration No. 333-213282)
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Date Filed: August 24, 2016
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INTRODUCTION
This Amendment No. 3 (this Amendment) to Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits
hereto (this
Schedule 13E-3
), is being filed with the Securities and Exchange Commission (the
SEC
) jointly by the following persons (collectively, the
filing
persons
): (a) BFC Financial Corporation, a Florida corporation (
BFC
); (b) BBX Capital LLC (formerly BBX Merger Subsidiary LLC), a Florida limited liability company and wholly owned subsidiary of BFC
(
Merger Sub
); (c) John E. Abdo; (d) Jarett S. Levan; (e) Seth M. Wise; (f) Raymond S. Lopez; and (g) Alan B. Levan.
On July 27, 2016, BBX Capital Corporation (
BBX Capital
) entered into an Agreement and Plan of Merger (as amended on October
20, 2016, the
Merger Agreement
) with BFC and Merger Sub. Pursuant to the Merger Agreement, on December 15, 2016, BBX Capital was merged with and into Merger Sub, (the
Merger
), with the separate corporate
existence of BBX Capital ceasing and Merger Sub surviving the Merger as a wholly owned subsidiary of BFC. As a result of the completion of the Merger, BBX Capital is no longer a filing person. Pursuant to the Merger Agreement, BBX Capitals
shareholders (other than BFC and shareholders who asserted appraisal rights in accordance with Florida law) were entitled to receive, in consideration for each share of BBX Capitals Class A Common Stock they owned at the effective time of the
Merger, at their election, $20.00 in cash, without interest, or 5.4 shares of BFCs Class A Common Stock. Options to acquire shares of BBX Capitals Class A Common Stock and restricted stock units of BBX Capitals Class A Common
Stock outstanding at the effective time of the Merger were, upon consummation of the Merger, converted automatically into options to purchase shares of BFCs Class A Common Stock or restricted stock units of BFCs Class A Common Stock, as
applicable, and remain subject to the same terms and conditions as in effect at the effective time of the Merger; provided, however, that (i) the number of shares which may be purchased upon exercise of the options, and the number of shares subject
to the restricted stock units, were multiplied by 5.4, and (ii) the exercise price of the options were divided by 5.4.
BFC has filed with the Securities and Exchange Commission (the
SEC
) a
Registration Statement on Form S-4 (as amended by Amendment Nos. 1 and 2 thereto, the
Form S-4
), which contains a proxy statement and a prospectus (the
proxy statement/prospectus
) and
constitutes (i) a prospectus of BFC under Section 5 of the Securities Act of 1933 and the rules and regulations promulgated thereunder, in each case as amended (the
Securities Act
), with respect to the shares of BFCs
Class A Common Stock which were issuable to BBX Capitals shareholders in connection with the Merger; and (ii) a notice of meeting and a proxy statement of BBX Capital under Section 14(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, in each case as amended (the
Exchange Act
), with respect to the special meeting of BBX Capitals shareholders, at which BBX Capitals shareholders were asked to consider and vote upon
the Merger Agreement. The Form S-4 was declared effective by the SEC on November 4, 2016, and the proxy statement/prospectus was mailed to BBX Capitals shareholders on or about November 9, 2016. At the special meeting of BBX
Capitals shareholders held on December 15, 2016, BBX Capitals shareholders voted to approve the Merger Agreement. A copy of the proxy statement/prospectus is attached hereto as Exhibit (a)(3) and a copy of the Merger Agreement is
attached as Annex A to the proxy statement/prospectus.
This Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act
to report the completion of the Merger.
Item 15.
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Additional Information.
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Item 15 of the Schedule 13E-3 is hereby amended and
supplemented to add the following information:
On December 15, 2016, BBX Capital held a special meeting of its shareholders for the
purpose of voting on the Merger Agreement. At the special meeting, the Merger Agreement was approved by (i) holders of shares of BBX Capitals Class A Common Stock and Class B Common Stock representing a majority of the votes entitled to be
cast on the Merger Agreement and (ii) holders of a majority of the shares of BBX Capitals Class A Common Stock voted on the Merger Agreement and a majority of the shares of BBX Capitals Class A Common Stock outstanding, in each case,
excluding the shares held by BFC and its affiliates. Following the special meeting, the Merger of BBX Capital with and into Merger Sub, the surviving company of the Merger and a wholly owned subsidiary of BFC, was completed by the filing of Articles
of Merger with the Florida Department of State. As a result of the Merger, BBX Capital has ceased to be a publicly traded company and its Class A Common Stock is no longer listed for trading on the New York Stock Exchange or any other securities
exchange or quotation system.
Item 16 is hereby amended and supplemented as follows:
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(a)(1)
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Letter to Shareholders of BBX Capital Corporation (incorporated by reference to the proxy statement/prospectus filed by BFC and BBX Capital with the Securities and Exchange Commission on November 9, 2016)
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(a)(2)
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Notice of Special Meeting of Shareholders of BBX Capital Corporation (incorporated by reference to the proxy statement/prospectus filed by BFC and BBX Capital with the Securities and Exchange Commission on November 9,
2016)
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(a)(3)
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Proxy Statement of BBX Capital Corporation (incorporated by reference to the proxy statement/prospectus filed by BFC and BBX Capital with the Securities and Exchange Commission on November 9, 2016)
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(a)(4)
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Press Release, dated December 15, 2016 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by BBX Capital with the Securities and Exchange Commission on December 16, 2016)
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(c)(1)
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Opinion of Hovde Group, LLC, dated July 27, 2016 (incorporated by reference to Annex B of the proxy statement/prospectus filed by BFC and BBX Capital with the Securities and Exchange Commission on November 9, 2016)
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(c)(2)
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Presentation Materials, dated July 27, 2016, of Hovde Group, LLC*
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(c)(3)
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Presentation Materials, dated July 26, 2016, of Keefe, Bruyette & Woods, Inc.*
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(d)(1)
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Agreement and Plan of Merger, dated July 27, 2016, by and among BFC Financial Corproation, BBX Merger Subsidiary LLC and BBX Capital Corporation, as amended on October 20, 2016 (incorporated by reference to Annex A
of the proxy statement/prospectus filed by BFC and BBX Capital with the Securities and Exchange Commission on November 9, 2016)
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(e)
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Description of the Share Exchange Agreements between BFC Financial Corporation and each of Alan B. Levan, John E. Abdo, Jarett S. Levan and Seth M. Wise (incorporated by reference to the discussion of such Share
Exchange Agreements contained in the Special FactorsRelated Party Transactions section of the proxy statement/prospectus filed by BFC and BBX Capital with the Securities and Exchange Commission on November 9, 2016)
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(f)
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Sections 607.1301-607.1333 of the Florida Business Corporation Act (incorporated by reference to Annex D of the proxy statement/prospectus filed by BFC and BBX Capital with the Securities and Exchange Commission on
November 9, 2016)
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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.
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BFC FINANCIAL CORPORATION
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Date: December 19, 2016
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By:
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/s/ Jarett S. Levan
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Name:
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Jarett S. Levan
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Title:
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Acting Chairman, Chief Executive Officer and President
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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.
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BBX Capital LLC
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Date: December 19, 2016
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By:
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/s/ Jarett S. Levan
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Name:
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Jarett S. Levan
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Title:
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Chief Executive Officer and President
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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.
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Date: December 19, 2016
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/s/ John E. Abdo
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John E. Abdo
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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.
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Date: December 19, 2016
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/s/ Jarett S. Levan
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Jarett S. Levan
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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.
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Date: December 19, 2016
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/s/ Seth M. Wise
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Seth M. Wise
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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.
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Date: December 19, 2016
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/s/ Raymond S. Lopez
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Raymond S. Lopez
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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.
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Date: December 19, 2016
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/s/ Alan B. Levan
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Alan B. Levan
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