Bluegreen Vacations Holding Corporation (NYSE: BVH) (OTCQX:
BVHBB) (the “Company" or “Bluegreen Vacations”) announced today
that it has entered into a definitive agreement to be acquired by
Hilton Grand Vacations Inc. (NYSE: HGV) (“HGV”) for $75.00 per
share in an all cash transaction, representing a total enterprise
value of approximately $1.5 billion, inclusive of net debt.
Under the terms of the merger agreement, the Company’s
stockholders will receive $75.00 in cash for each share of the
Company’s Class A Common Stock and Class B Common Stock that they
hold at the time of closing of the merger.
In the 1970’s, Alan B. Levan founded the predecessor to
Bluegreen Vacations Holding Corporation, and it has been a
diversified holding company for over 50 years. During that time, it
previously held controlling interests in IRE Financial Corporation
(former NYSE) (real estate funds), BankAtlantic (former NYSE)
(100-branch bank), Levitt Corporation (former NYSE) (America’s
oldest homebuilder), BBX Capital Corporation (Real Estate:
multi-family housing, industrial, affordable housing;
chocolate/confections; manufacturing) and more recently, became the
holding company for Bluegreen Vacations in 2020. BBX Capital was
spun out into a separate public company in 2020.
Bluegreen Vacations is well recognized as a leading vacation
ownership company. With headquarters in Boca Raton, Florida,
Bluegreen Vacations has 49 Club Resorts and 24 Associate Resorts.
It proudly develops, markets, and operates a system of high-quality
vacation ownership resorts in selected vacation destinations such
as Orlando, Panama City Beach, Las Vegas, the Smoky Mountains,
Myrtle Beach, Charleston, the Branson, Missouri area, Nashville and
New Orleans, among others.
Alan Levan, the Company’s Chairman and Chief Executive Officer,
said, “Today’s announcement represents another exciting chapter for
Bluegreen Vacations. Combining with HGV will create an even more
compelling vacation ownership offering, continuing to provide our
owners and guests with enjoyable and unique experiences across a
broader range of world-class destinations. I am extremely proud of
the entire Bluegreen team for helping build Bluegreen into a
leading vacation ownership company.”
“I’m excited to enhance the breadth and quality of our already
best-in-class vacation ownership and experiences offering with the
announcement of our agreement to acquire Bluegreen Vacations,” said
Mark Wang, president and CEO of Hilton Grand Vacations. “Bluegreen
Vacations has a strong track record of demonstrated organic growth,
a dedicated customer base of more than 200,000 members, and boasts
key lead-generating strategic partnerships that will broaden our
reach and diversify our tour flow. Along with our long-standing
relationship with Hilton, this highly complementary combination
will also unlock additional upside by leveraging the infrastructure
we have built over the past few years with the launch of the Hilton
Vacation Club brand, our HGV Max membership offering, the HGV
Ultimate Access experiential platform. I’m particularly excited
about the opportunity to enter into a new relationship with Bass
Pro Shops and its actively engaged, loyal community of outdoor
enthusiasts. We’re confident that our members and guests will all
significantly benefit from the combination of these exceptional
organizations.”
Closing of the transaction is subject to the approval of the
Company’s stockholders and other customary closing conditions,
including regulatory approvals. Subject to the satisfaction of the
closing conditions, the transaction is expected to close during the
first half of 2024.
It is expected that HGV’s management team, including President
and CEO Mark Wang, chief financial officer Dan Mathewes, and chief
operating officer Gordon Gurnik, will continue to serve in their
current roles in the combined company upon closing the transaction.
The transaction is expected to increase HGV’s membership base from
525,000 to more than 740,000 owners and its resort portfolio from
150 to nearly 200 properties.
Credit Suisse Securities and Wells Fargo are acting as exclusive
financial advisors to the Company, and Stearns, Weaver, Miller is
acting as legal counsel. BofA Securities is acting as the exclusive
financial advisor for HGV, and Alston & Bird LLP, Simpson
Thacher & Bartlett LLP and Foley & Lardner LLP, are acting
as legal counsel.
About Bluegreen Vacations Holding Corporation Bluegreen
Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) is a
leading vacation ownership company that markets and sells vacation
ownership interests and manages resorts in popular leisure and
urban destinations. The Bluegreen Vacation Club is a flexible,
points-based, deeded vacation ownership plan with 73 Club and Club
Associate Resorts and access to nearly 11,600 other hotels and
resorts through partnerships and exchange networks.
Forward-Looking Statements This press release contains
forward-looking statements. Forward-looking statements are based on
current information and current expectations of management.
Forward-looking statements are subject to substantial risks and
uncertainties, many of which are beyond the Company’s control,
which may cause actual results to differ materially from the
results expressed or implied by the forward-looking statements.
These risks and uncertainties include, but are not limited to, the
possibility that the conditions to the closing of the transaction
may not be satisfied, including the risk that required regulatory
approvals may not be obtained, risks related to the ability of each
party to consummate the transaction, uncertainties as to the timing
of the consummation of the transaction, the risk that the
transaction may not otherwise be consummated in accordance with the
contemplated terms, or at all, potential litigation relating to the
transaction, and the risk that the transaction, including the
announcement or pendency of the transaction, may disrupt or
otherwise adversely impact the Company’s business.. Reference is
also made to the risks and uncertainties detailed in reports filed
by the Company with the SEC, including the “Risk Factors” sections
thereof, which may be viewed on the SEC's website at www.sec.gov
and on the Company’s website at www.bvhcorp.com. The Company
cautions that the foregoing factors are not exclusive. The Company
does not assume any obligation to update the forward-looking
statements, including to reflect events that occur or circumstances
that exist after the date hereof, except as required by law.
Additional Information and Where to Find It This
communication is being made in respect of the proposed acquisition
of the Company. The proposed transaction will be submitted to the
shareholders of the Company for their consideration at a special
meeting of the Company’s shareholders. In connection with the
proposed transaction, the Company will prepare a proxy statement to
be filed with the SEC. Promptly after filing the definitive proxy
statement with the SEC, the Company will mail the definitive proxy
statement and a proxy card to each shareholder of the Company
entitled to vote at the special meeting to consider the
transaction. The Company may also file with the SEC other documents
regarding the proposed transaction. SHAREHOLDERS OF THE COMPANY ARE
URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED
TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND
ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement,
including all amendments and supplements thereto, and all other
documents filed by the Company with the SEC, in each case, upon
filing with the SEC, will be available, free of charge, on the
SEC’s website at www.sec.gov and on the Company’s website at
www.bvhcorp.com in the Investor Relations – Regulatory Filings
section thereof. In addition, the Company’s shareholders may obtain
free copies of the documents filed with by the Company with the
SEC, including the proxy statement and all supplements and
amendments thereto, when available, by directing a request by mail
to Bluegreen Vacations Holding Corporation, Corporate Secretary,
4960 Conference Way North, Suite 100, Boca Raton, Florida 33431, or
by phone at 561-912-8000.
Participant Information The Company and its directors and
executive officers may, under the rules of the SEC, be deemed to be
participants in the solicitation of proxies from the shareholders
of the Company in connection with the proposed transaction.
Information regarding the Company’s directors and executive
officers is set forth in Amendment No. 1 to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2023,
which was filed with the SEC on April 24, 2023. Additional
information regarding persons who may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction will be contained in the proxy statement to be filed by
the Company with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20231106410750/en/
Bluegreen Vacations Investor Relations: Sharon Stennett
954-399-7193 IR@BVHcorp.com
Bluegreen Vacations Media: Kip Hunter 954-303-5551
Kip@kiphuntermarketing.com
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