Amended Statement of Ownership: Private Transaction (sc 13e3/a)
May 24 2019 - 7:02AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13E-3
(Amendment
No. 1 – Final Amendment)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
BLUEGREEN VACATIONS CORPORATION
(Name of the Issuer)
BBX Capital Corporation
Woodbridge
Holdings Corporation
BXG
Acquisition Sub Corporation
(Name
of Person(s) Filing Statement)
Common
Stock, Par Value $0.01 Per Share
(Title
of Class of Securities)
09629F108
(CUSIP
Number of Class of Securities)
Alan
B. Levan
Chairman
and Chief Executive Officer
BBX
Capital Corporation
401
East Las Olas Boulevard
Suite
800
Fort
Lauderdale, Florida 33301
(954)
940-4900
(Name,
Address, and Telephone Numbers of Persons Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
copies to:
Alison
W. Miller
Stearns
Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150
West Flagler Street Suite 2200
Miami,
Florida 33130
(305)
789-3200
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED
ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This statement is filed in connection
with (check the appropriate box):
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¨
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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:
x
Calculation of Filing Fee
Transaction
Valuation*
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Amount
of Filing Fee**
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$114,958,608
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$13,933
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*
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For purposes of calculating the filing fee only in accordance
with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the transaction value equals the merger consideration
of $16.00 per share multiplied by the 7,184,913 outstanding shares of the issuer’s common stock held by persons other than
Woodbridge Holdings Corporation, which owns approximately 90.3% of the issuer’s outstanding common stock and is a filing
person of this Schedule 13E-3. The transaction value does not reflect any of the outstanding stock appreciation rights with respect
to the issuer’s common stock as the per share exercise price of each outstanding stock appreciation right exceeds the merger
consideration of $16.00 per share.
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**
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The amount of the filing fee, calculated in accordance
with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2019, issued August
24, 2018, was calculated by multiplying the transaction valuation of $114,958,608 by 0.0001212.
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x
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Check the box if any part of the fee is offset as provided
by Rule 0-11(a)(2) under the Act and identify the filing with which the offsetting fee was paid previously. 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: $13,933
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Filing Party: BBX Capital Corporation
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Form or Registration No.: Schedule 13E-3
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Date Filed: March 5, 2019
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FINAL AMENDMENT TO REPORT
TERMINATION AND ABANDONMENT OF THE MERGER
This Amendment No.
1 is the final amendment to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") that was filed
by BBX Capital Corporation, a Florida corporation (“BBX Capital”), Woodbridge Holdings Corporation, a Florida corporation
and wholly owned subsidiary of BBX Capital (“Woodbridge”), and BXG Acquisition Sub Corporation, a Florida corporation
and wholly owned subsidiary of Woodbridge (“Merger Sub” and, collectively with BBX Capital and Woodbridge, the “Filing
Persons”), on March 5, 2019 in connection with the then-contemplated statutory “short-form” merger under Section
607.1104 of the Florida Business Corporation Act pursuant to which Merger Sub would have merged (the “Merger”) with
and into Bluegreen Vacations Corporation, a Florida corporation (“Bluegreen”), with Bluegreen being the surviving corporation
of the Merger and becoming a wholly owned subsidiary of Woodbridge and an indirect wholly owned subsidiary of BBX Capital.
Pursuant to the Plan
of Merger relating to the Merger, none of the Filing Persons had any obligation to consummate the Merger and could decide to terminate
the Merger at any time before it became effective. On May 22, 2019, BBX Capital determined not to proceed with the Merger. Accordingly,
on May 22, 2019, Woodbridge executed a Termination of Plan of Merger which terminated the Plan of Merger and abandoned the Merger.
As a result, the Merger will not be consummated and Bluegreen will continue as a separate public company. Bluegreen’s common
stock is listed on the New York Stock Exchange under the ticker symbol “BXG.” BBX Capital will continue to hold its
approximately 90% interest in Bluegreen.
SIGNATURES
After due inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated as of May 24, 2019
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BBX CAPITAL CORPORATION
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By:
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/s/ Raymond
S. Lopez
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Name: Raymond S. Lopez
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Title:
Executive Vice President and Chief Financial Officer
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WOODBRIDGE HOLDINGS CORPORATION
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By:
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/s/ Raymond S. Lopez
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Name: Raymond S. Lopez
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Title:
Chief Financial Officer
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BXG ACQUISITION SUB CORPORATION
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By:
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/s/ Raymond S. Lopez
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Name: Raymond S. Lopez
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Title:
Chief Financial Officer
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