-- BBX Capital Corporation and BBX Capital
Florida LLC Also Provide Other Updates Relating to the Spin-Off,
Including BBX Capital Florida LLC’s Adoption of a Rights Plan
--
BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB) (the
“Company”) and its subsidiary, BBX Capital Florida LLC (“New BBX
Capital”), announced the following today:
Shareholder Approval of Spin-Off
At the special meeting of the Company’s shareholders held
earlier today, the Company’s shareholders voted to approve the
previously announced spin-off of New BBX Capital. The spin-off was
approved by holders of shares of the Company’s Class A Common Stock
and Class B Common Stock representing 88% of the total number of
votes entitled to be cast on the spin-off. While the shareholders
voted together as a single class on the spin-off and that vote
alone was sufficient to approve the spin-off, the Company notes
that 97% of the shares of the Company’s Class A Common Stock which
were voted on the spin-off were cast in favor of the spin-off and
that the spin-off received the affirmative vote of a majority of
the votes cast by the Company’s unaffiliated shareholders.
Other Spin-Off Updates
The Company currently expects to consummate the spin-off on
September 30, 2020. Prior to the spin-off, New BBX Capital will be
converted into a Florida corporation named BBX Capital, Inc. If the
spin-off is completed, the Company will distribute to its
shareholders one share of New BBX Capital’s Class A Common Stock
for each share of the Company’s Class A Common Stock held of record
as of the close of trading on September 22, 2020, the record date
for the distribution, and one share of New BBX Capital’s Class B
Common Stock for each share of the Company’s Class B Common Stock
held of record as of the close of trading on September 22, 2020.
Each share of New BBX Capital’s Class A Common Stock and Class B
Common Stock issued in the spin-off will have attached thereto a
preferred share purchase right issued under New BBX Capital’s
rights plan, as described in further detail below. Shareholders of
the Company will also retain their shares of the Company’s Class A
Common Stock and/or Class B Common Stock.
The Company’s Class A Common Stock and Class B Common Stock will
continue to trade “regular way” on a “due-bills” basis on the New
York Stock Exchange and OTCQX, respectively, until the close of
trading on September 30, 2020, meaning that any shareholder who
sells their shares of the Company’s Class A Common Stock or Class B
Common Stock prior to the close of trading on September 30, 2020
will also be assigning the right to receive the shares of New BBX
Capital’s Class A Common Stock or Class B Common Stock to be
distributed in connection with the spin-off. The "Ex-Distribution"
date for the distribution of shares of New BBX Capital’s Class A
Common Stock and Class B Common Stock in connection with the
spin-off will be October 1, 2020.
Subject to consummation of the spin-off and final approval by
FINRA, New BBX Capital’s Class A Common Stock and Class B Common
Stock will trade on the OTCQX following the spin-off, with trading
to commence on a date to be determined by FINRA. New BBX Capital
anticipates that the ticker symbol for its Class A Common Stock
will be “BBXIA” and that the ticker symbol for its Class B Common
Stock “BBXIB”.
Shareholder Approval of Company Name Change to
Bluegreen Vacations Holding Corporation
At the special meeting, the Company’s shareholders also approved
a change in the Company’s name from BBX Capital Corporation to
Bluegreen Vacations Holding Corporation in connection with the
spin-off. The name change reflects the fact that the Company will
be a holding company for Bluegreen Vacations Corporation
(“Bluegreen”) following the spin-off, with New BBX Capital holding
all of the Company’s other businesses and investments. Bluegreen is
a leading vacation ownership company that markets and sells
vacation ownership interests and manages resorts in popular leisure
and urban destinations. Bluegreen’s common stock is listed on the
NYSE (NYSE: BXG). The Company currently holds approximately 93% of
Bluegreen’s outstanding common stock. The Company’s name change has
not yet become effective. The Company’s Class A Common Stock will
continue to trade under its current ticker symbol, “BBX,” and the
Company’s Class B Common Stock will continue to trade under its
current ticker symbol, “BBXTB,” in each case, through the close of
trading on September 30, 2020. It is expected that the Company will
begin trading under its new name and new ticker symbols, which will
be “BVH” for the Company’s Class A Common Stock and anticipates
that the ticker symbol for its Class B Common Stock will be
“BVHBB”, commencing with the opening of trading on October 1,
2020.
Adoption of Shareholder Rights Plan by New BBX
Capital
New BBX Capital previously disclosed its intention to adopt a
shareholders rights plan and the expected terms of the plan in its
Registration Statement on Form 10 filed with the SEC. On September
25, 2020, New BBX Capital adopted the rights plan in contemplation
of the expected closing of the spin-off on September 30, 2020. The
terms of New BBX Capital’s rights plan are substantially similar to
those contained in the rights plan adopted by the Company during
June 2020. Neither the adoption of the rights plan by New BBX
Capital or consummation on the spin-off will impact the
effectiveness of the Company’s rights plan, which will continue in
full force and effect in accordance with its terms.
Pursuant to New BBX Capital’s rights plan, one preferred share
purchase right will accompany and initially be attached to each
share of New BBX Capital’s Class A Common Stock and Class B Common
Stock distributed in connection the spin-off. Subject to the terms
and conditions of New BBX Capital’s rights plan, including certain
exceptions set forth therein, the rights will become exercisable
upon the earlier to occur of (i) 10 business days following a
public announcement that a person or group of affiliated or
associated persons or person(s) acting in concert therewith has
acquired, or obtained the right to acquire, beneficial ownership of
5% or more of the outstanding shares of New BBX Capital’s Class A
Common Stock, Class B Common Stock or total combined common stock
or (ii) 10 business days (or such later date as may be determined
by action of New BBX Capital’s Board) following the commencement
of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 5% or more of the
outstanding shares of New BBX Capital’s Class A Common Stock, Class
B Common Stock or total combined common stock. Shares of New BBX
Capital’s Class A Common Stock or Class B Common Stock received in
the spin-off in respect of shares of the Company’s Class A Common
Stock or Class B Common Stock acquired after this announcement and
prior to the distribution of shares of New BBX Capital’s stock in
the spin-off will be included in determining the beneficial
ownership of a person and whether such person is an acquiring
person under the terms of the rights plan. Therefore, a person
could become an acquiring person under the terms of New BBX
Capital’s rights plan simultaneously with the receipt of shares in
the spin-off and be an acquiring person under both the Company’s
rights plan and New BBX Capital’s rights plan.
In addition to other limited exceptions set forth in the rights
plan, existing shareholders of the Company who beneficially own 5%
or more of the outstanding shares of the Company’s Class A Common
Stock, Class B Common Stock or total combined common stock and who
are not acquiring persons under the terms of the Company’s rights
plan will not be required to divest any shares as their share
ownership will not trigger exercisability of the rights under New
BBX Capital’s rights plan so long as they do not become the
beneficial owner of one or more additional shares of New BBX
Capital’s Class A Common Stock or Class B Common Stock (other than
pursuant to certain limited exceptions expressly set forth in the
rights plan or as determined by New BBX Capital’s Board) which
results in their beneficial ownership of 5% or more of the
outstanding shares of New BBX Capital’s Class A Common Stock, Class
B Common Stock or total combined common stock.
If the rights under New BBX Capital’s rights plan become
exercisable, each right (other than the rights beneficially owned
by the triggering person, its affiliates, associates and others
acting in concert therewith, and certain of their respective
transferees, all of which rights will become void) will entitle its
holder to purchase, at the exercise price of $50.00 per right
(subject to adjustment in accordance with the terms of the rights
plan), a number of shares of New BBX Capital’s Class A Common Stock
or equivalent securities having a market value at that time of
twice the right’s exercise price. New BBX Capital, in the
discretion of its Board, may, rather than permitting the exercise
of the rights, exchange the rights (other than rights which have
become void, as described above) at an exchange ratio of one share
of New BBX Capital’s Class A Common Stock, or other security of New
BBX Capital having equivalent value, per right. Until the
occurrence of an event that causes the rights to become
exercisable, New BBX Capital’s Board may determine to redeem the
rights for $0.0001 per right and New BBX Capital will generally be
entitled to amend the rights plan. Prior to exercise, a right does
not give its holder any rights as a shareholder, including, without
limitation, any dividend, voting or liquidation rights.
The exercise price and redemption price of the rights, the
number of shares issuable in exchange for or upon exercise of the
rights, and the number of outstanding rights is subject to
adjustment in accordance with the terms of the rights plan.
The rights plan has a term of two years, expiring on September
25, 2022, unless the rights are earlier redeemed or exchanged, or
the rights plan is earlier terminated or is extended by New BBX
Capital’s Board in accordance with the terms of the rights
plan.
The rights plan may have an anti-takeover effect and will be an
impediment to a proposed takeover which is not approved by New BBX
Capital’s Board.
The foregoing description of New BBX Capital’s rights plan is a
summary only, is not complete and is qualified in its entirety by
reference to the full text of the rights plan, a copy of which will
be filed as an exhibit to a Current Report on Form 8-K to be filed
by New BBX Capital with the SEC.
About BBX Capital
Corporation: BBX Capital Corporation (NYSE: BBX) (OTCQX:
BBXTB) is a Florida-based diversified holding company whose
principal investments include Bluegreen Vacations Corporation
(NYSE: BXG), BBX Capital Real Estate, BBX Sweet Holdings, and
Renin. For additional information, please visit
www.BBXCapital.com.
Bluegreen Vacations
Corporation:
Bluegreen Vacations Corporation (NYSE: BXG) is a leading
vacation ownership company that markets and sells vacation
ownership interests (VOIs) and manages resorts in popular leisure
and urban destinations. The Bluegreen Vacation Club is a flexible,
points-based, vacation ownership plan with approximately 219,000
owners, 68 Club and Club Associate Resorts and access to nearly
11,400 other hotels and resorts through partnerships and exchange
networks as of June 30, 2020. Bluegreen Vacations also offers a
portfolio of comprehensive, fee-based resort management, financial,
and sales and marketing services, to or on behalf of third parties.
Bluegreen is approximately 93% owned by BBX Capital Corporation
(NYSE: BBX) (OTCQX: BBXTB), a diversified holding company. For
further information, visit www.BluegreenVacations.com.
Forward-Looking
Statements:
This press release contains forward-looking statements. All
opinions, forecasts, projections, future plans or other statements,
other than statements of historical fact, are forward-looking
statements. 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, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Forward-looking
statements are based on current expectations and involve risks,
uncertainties and other factors, many of which are beyond the
control of the Company and New BBX Capital, that may cause actual
results or performance to differ from those set forth or implied in
the forward-looking statements. These risks and uncertainties
include, without limitation, risks related to the proposed spin-off
of New BBX Capital, including that actual plans, actions and
results relating to the spin-off may differ materially from current
expectations, that the spin-off may not be consummated on the
contemplated terms, or at all, that the distribution may not occur
on the date currently contemplated, uncertainties regarding the
trading of New BBX Capital’s Class A Common Stock and/or Class B
Common Stock, including that trading may not commence when or as
currently anticipated, that the Company may, in the sole discretion
of its Board of Directors, abandon the spin-off at any time prior
to its consummation notwithstanding shareholder approval of the
spin-off, that, if consummated, the spin-off may not result in the
benefits anticipated, uncertainties related to the tax effects of
the spin-off to the Company’s shareholders, and other risks and
uncertainties related to the spin-off as set forth in the
definitive proxy statement filed by the Company with the SEC on
August 27, 2020 and mailed to the Company’s shareholders, including
the “Risk Factors” section thereof; and risks associated with the
rights plan adopted by New BBX Capital, including that it may
adversely impact the liquidity and market price of, or trading
market for, New BBX Capital’s Class A Common Stock or Class B
Common Stock, and that the rights plan may have an anti-takeover
effect. In addition, reference is also made to other risks and
factors detailed in reports filed by the Company with the SEC,
including the Company’s Annual Report on Form 10-K for the year
ended December 31, 2019 and Quarterly Report on Form 10-Q for the
quarter ended June 30, 2020, and New BBX Capital’s filings with the
SEC, including its Registration on Form 10, as amended, each of
which may be viewed on the SEC's website at www.sec.gov. The
Company’s filings with the SEC are also available in the Investor
Relations section of the Company’s website at www.BBXCapital.com.
The foregoing factors are not exclusive. You should not place undue
reliance on any forward-looking statement, which speaks only as of
the date made. Neither the Company nor BBX Capital undertakes, and
each of them specifically disclaims any obligation, to update or
supplement any forward-looking statements, except as may be
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200925005502/en/
BBX Capital Corporation Contact
Info: Investor Relations:
Leo Hinkley, Managing Director, Investor Relations Officer
954-940-5300, Email: LHinkley@BBXCapital.com Media Relations: Kip Hunter, Kip Hunter Marketing
954-303-5551, Email: kip@kiphuntermarketing.com
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