BVH Bluegreen Vacations Holding Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of The

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Bluegreen Vacations Holding Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Bluegreen Vacations Holding Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

LETTER TO SHAREHOLDERS OF

BLUEGREEN VACATIONS HOLDING CORPORATION

Dear Bluegreen Vacations Holding Corporation Shareholder:

On November 5, 2023, Bluegreen Vacations Holding Corporation (the “Company”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”) with Hilton Grand Vacations Inc. (“HGV”) and Heat Merger Sub, Inc. (“Merger Sub”), an indirect wholly-owned subsidiary of HGV. The merger agreement provides for the merger of Merger Sub with and into the Company (the “merger”), with the Company continuing as the surviving company of the merger and becoming an indirect wholly-owned subsidiary of HGV. Subject to the terms and conditions of the merger agreement, each share of Class A Common Stock and Class B Common Stock of the Company outstanding at the effective time of the merger (including shares subject to restricted stock awards outstanding at the effective time) will be converted into the right to receive $75.00 in cash, without interest and less any applicable withholding taxes (the “merger consideration”). The $75.00 per share merger consideration represents a premium of approximately 112% over the $35.52 closing price of the Company’s Class A Common Stock and approximately 121% over the $34.01 closing price of the Company’s Class B Common Stock, in each case on November 3, 2023, the last trading day prior to the announcement of the merger agreement.

Consummation of the merger is conditioned upon, among other things, approval of the merger agreement by holders of (i) shares of the Company’s Class A Common Stock and Class B Common Stock representing a majority of the votes entitled to be cast in the aggregate by all holders of the Company’s Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of the Company’s Class B Common Stock. Accordingly, the Company will hold a special meeting of its shareholders on January 11, 2024, at 10:00 a.m., Eastern Time, at which the Company’s shareholders will be asked to consider and vote upon a proposal to approve the merger agreement and the transactions contemplated thereby. In addition, as required by the rules and regulations of the Securities and Exchange Commission (the “SEC”), the Company’s shareholders will be asked at the meeting to approve on a non-binding advisory basis the compensation that may be paid or become payable to the Company’s “named executive officers” (as defined under Item 402 or Regulation S-K promulgated by the SEC) that is based on or otherwise relates to the merger (the “advisory compensation proposal”). Under Florida law, the Company’s shareholders are not entitled to appraisal rights in connection with the merger.

The Company’s board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, the Company’s shareholders; has approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger; and unanimously recommends that the Company’s shareholders vote “FOR” the approval and adoption of the merger agreement and the transactions contemplated thereby and “FOR” the approval of the advisory compensation proposal.

In order to provide access to the Company’s shareholders regardless of geographic location, the special meeting will be held in a virtual format only, via webcast at www.virtualshareholdermeeting.com/BVH2024SM.

While there will not be a physical meeting location and shareholders will not be able to attend the special meeting in person, shareholders may attend the special meeting virtually via the Internet. You will be required to enter your control number in order to access the virtual special meeting and, if you are a shareholder of record or have a valid proxy to vote your shares, vote online. Shareholders who hold their shares in “street name” through a broker, bank or other nominee can use the control number set forth on the voting instruction form received from their broker, bank or other nominee in order to access the meeting. If you attend the special meeting, you will be able to submit questions on the meeting site.

Your vote is very important regardless of the number of shares you own. Whether or not you plan to attend the special meeting, we encourage you to promptly vote your shares as soon as possible. You may vote your shares in advance of the special meeting by Internet or telephone or by completing, signing, dating and returning your proxy card or, if your shares are held in “street name,” your voting instruction form. This way, your shares will be voted as you direct even if you cannot attend the special meeting. Submitting a proxy now will not prevent you from being able to vote at the special meeting. If you later desire to revoke or change your proxy for any reason, you may do so in the manner described in the accompanying proxy statement.

Sincerely,

Alan B. Levan

Chairman, Chief Executive Officer and President

The proxy statement is dated December 11, 2023 and is first being mailed to shareholders of the Company on or about December 12, 2023.

Bluegreen Vacations Holding Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 11, 2024

Notice is hereby given that a special meeting of shareholders of Bluegreen Vacations Holding Corporation (the “Company”) will be held on January 11, 2024 at 10:00 a.m., Eastern Time, for the following purposes, which are more fully described in the accompanying proxy statement:

Consummation of the merger is conditioned upon, among other things, approval of the merger agreement by holders of (i) shares of the Company’s Class A Common Stock and Class B Common Stock representing a majority of the votes entitled to be cast in the aggregate by all holders of the Company’s Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of the Company’s Class B Common Stock. The Company’s board of directors unanimously recommends that you vote “FOR” the approval and adoption of the merger agreement and the transactions contemplated thereby and “FOR” the approval of the advisory compensation proposal.

In order to provide access to the Company’s shareholders regardless of geographic location, the special meeting will be held in a virtual format only, via webcast at www.virtualshareholdermeeting.com/BVH2024SM. While there will not be a physical meeting location and shareholders will not be able to attend the special meeting in person, shareholders may attend the special meeting virtually via the Internet. You will be required to enter your control number in order to access the virtual special meeting and, if you are a shareholder of record or have a valid proxy to vote your shares, vote online. Shareholders who hold their shares in “street name” through a broker, bank or other nominee can use the control number set forth on the voting instruction form received from their broker, bank or other nominee in order to access the meeting. If you attend the special meeting, you will be able to submit questions on the meeting site.

The record date for the special meeting has been set as December 8, 2023. Only holders of record of the Company’s Class A Common Stock and Class B Common Stock as of the close of business on such record date are entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof. For additional information regarding the special meeting, see the section of the accompanying proxy statement entitled “Special Meeting of BVH’s Shareholders.”

The merger agreement and the transactions contemplated thereby, including the merger, and the advisory compensation proposal are described in more detail in the accompanying proxy statement, which you should read carefully and in its entirety before you vote. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement. No business will be transacted at the special meeting other than the consideration and vote upon the merger agreement and the advisory compensation proposal. Under Florida law, the Company’s shareholders are not entitled to appraisal rights in connection with the merger.

Your vote is very important regardless of the number of shares you own. Whether or not you plan to attend the special meeting, we encourage you to promptly vote your shares as soon as possible. You may vote your shares in advance of the special meeting by Internet or telephone or by completing, signing, dating and returning your proxy card or, if your shares are held in “street name,” your voting instruction form. This way, your shares will be voted as you direct even if you cannot attend the special meeting. Submitting a proxy now will not prevent you from being able to vote at the special meeting. If you later desire to revoke or change your proxy for any reason, you may do so in the manner described in the accompanying proxy statement.

By Order of the Board of Directors,

Alan B. Levan

Chairman, Chief Executive Officer and President

Boca Raton, Florida

December 11, 2023

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the merger agreement, the merger and the special meeting. You are urged to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.

If the merger is completed, BVH’s separate corporate existence will cease, BVH will no longer be a public company and its Class A Common Stock and Class B Common Stock will be deregistered under the Exchange Act and will no longer be publicly traded.

Consummation of the merger is conditioned upon, among other things, approval of the merger agreement by holders of (i) shares of BVH’s Class A Common Stock and Class B Common Stock representing a majority of the votes entitled to be cast in the aggregate by all holders of BVH’s Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of BVH’s Class B Common Stock as a separate class. Accordingly, BVH will hold a special meeting of its shareholders on January 11, 2024, at 10:00 a.m., Eastern Time, at which BVH’s shareholders will be asked to consider and vote upon a proposal to approve the merger agreement and the transactions contemplated thereby. In addition, as required by the rules and regulations of the SEC, BVH’s shareholders will be asked at the meeting to approve on a non-binding advisory basis the compensation that may be paid or become payable to BVH’s “named executive officers” (as defined under Item 402 or Regulation S-K promulgated by the SEC) that is based on or otherwise relates to the merger. Under Florida law, BVH’s shareholders are not entitled to appraisal rights in connection with the merger.

Your vote is very important regardless of how many shares you own. Whether or not you plan to attend the special meeting, we encourage you to promptly vote your shares as soon as possible. You may vote your shares in advance of the special meeting by Internet or telephone or by completing, signing, dating and returning your proxy card or, if your shares are held in “street name,” your voting instruction form. This way, your shares will be voted as you direct even if you cannot attend the special meeting. Submitting a proxy now will not prevent you from being able to vote at the special meeting. If you later desire to revoke or change you proxy for any reason, you may do so in the manner described herein.

This document is the proxy statement by which BVH’s board of directors is soliciting proxies from BVH’s shareholders to vote at the special meeting, or at any adjournment or postponement thereof.

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The $75.00 per share merger consideration represents a premium of approximately 112% over the $35.52 closing price of BVH’s Class A Common Stock and approximately 121% over the $34.01 closing price of BVH Class B Common Stock, in each case on November 3, 2023, the last trading day prior to the announcement of the merger agreement.

If you are a holder of book-entry shares of BVH’s Class A Common Stock or Class B Common Stock (“BVH book-entry shares”), you will not be required to deliver a certificate or letter of transmittal to receive the merger consideration to which you are entitled in respect of the BVH book-entry shares. Rather, promptly (and in any event within two business days) after the effective time, the paying agent will pay and issue to you the merger consideration to which you are entitled in respect of the BVH book-entry shares.

A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to the exchange of shares of BVH’s Class A Common Stock and Class B Common Stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

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Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any territory, state, local or foreign taxing jurisdiction. This discussion is provided for general information only and does not constitute legal advice to any holder. A more complete description of material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

Subject to the terms and conditions of the merger agreement, if the merger is not consummated on or before the Outside Date, then either company may choose not to proceed with the merger by terminating the merger agreement. Under the merger agreement, the Outside Date means May 5, 2024, provided that the Outside Date will be extended by three months if all closing conditions other than the closing conditions related to the HSR Act and the absence of any law or order making illegal or prohibiting the merger have been or are capable of being satisfied (or, if permitted, waived by the applicable party) as of such date and provided further that the marketing period has commenced but not been completed by three business days before the Outside Date, then the Outside Date will be extended for purposes of allowing the marketing period to be completed until the third business day after the completion of the marketing period.

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Furthermore, distractions of management and disruptions of operations as well as the interim covenants imposed on BVH during the pendency of the transaction may materially impact the price of BVH’s Class A Common Stock and/or Class B Common Stock if the merger is not completed.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of BVH’s Class A Common Stock and/or Class B Common Stock. If the merger is not completed, BVH’s board of directors will continue to evaluate and review, among other things, BVH’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not completed for any reason, BVH’s business, prospects or results of operations may be adversely impacted.

Absent a breach by either party, in the event of a termination of the merger agreement, each party will bear its own costs other than fees associated with the HSR filing discussed in the section of this proxy statement entitled “The Merger–Regulatory Approvals.” However, in specified circumstances in which the merger agreement is terminated, BVH has agreed to pay HGV a termination fee of $41.5 million. For additional information, see the section of this proxy statement entitled “The Merger Agreement–Termination Fee and Remedies.”

As of the close of business on the record date, 13,387,599 shares of BVH’s Class A Common Stock and 3,650,184 shares of BVH’s Class B Common Stock were outstanding and, thus, will be eligible to vote at the special meeting.

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The holders of BVH’s Class B Common Stock are also entitled to vote as a separate class on the merger agreement proposal. With respect to this separate class vote, each share of BVH’s Class B Common Stock will be entitled to one vote per share.

If you attend the special meeting virtually, you will be able to submit questions on the meeting site. Any questions must be confined to the specific matters to be considered at the special meeting. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The question and answer session may be subject to time constraints.

“Street name” holders. If your shares are held through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you. If this is the case, this proxy statement has been forwarded to you by your broker, bank or other nominee, together with directions as to how to vote your shares or submit instructions to vote your shares. You should instruct your broker, bank or other nominee how to vote your shares by following the directions provided by your broker, bank or other

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nominee. If you return your voting instruction form by mail, please ensure you leave enough time for your voting instruction form to be received by the deadline provided by your broker, bank or other nominee. If you are a “street name” holder, you may vote the shares beneficially held by you through your broker, bank or other nominee electronically at the special meeting only if you attend the special meeting virtually (as described above) and obtain a legal proxy from your broker, bank or other nominee giving you the legal right to vote the shares at the special meeting.

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If you are not the record owner of your shares and your shares are held in “street name,” you must contact your broker, bank or other nominee to find out how to change your vote.

The advisory compensation proposal. The advisory compensation proposal will be approved, on a non-binding advisory basis, if the votes cast for the proposal exceed the votes cast against the proposal. Abstentions, failures to vote and broker non-votes, if any, will have no impact on the advisory compensation proposal. The vote on the advisory compensation proposal is advisory only and will not be binding upon BVH or its board of directors and approval of this proposal is not a condition to completion of the merger. In addition, because the underlying arrangements regarding the compensation payable in connection with the merger are contractual in nature and not, by their terms, subject to shareholder approval, the right of BVH’s executive officers to receive such compensation if the merger is consummated will not be affected by the outcome of the advisory vote.

Because, as described above, the approval and adoption of the merger agreement requires the affirmative vote of the holders of (i) shares of BVH’s Class A Common Stock and Class B Common Stock representing a majority of the votes entitled to be cast in the aggregate by all holders of BVH’s Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of

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BVH’s Class B Common Stock as a separate class, the vote of Mr. Alan Levan and Mr. Abdo in favor of the merger agreement in accordance with the terms of the voting and support agreements will be sufficient to approve the merger agreement. However, the voting and support agreements may be terminated and Mr. Alan Levan and Mr. Abdo will not be required to vote their shares in favor of the merger agreement and the transactions contemplated thereby if BVH’s board of directors changes its recommendation with respect to the merger agreement and causes BVH to terminate the merger agreement in order to enter into a definitive acquisition agreement with respect to a superior proposal.

In addition to the shares covered by the voting and support agreements, directors Jarett S. Levan and Seth M. Wise collectively own 677,765 shares of BVH’s Class B Common Stock. Pursuant to shareholder agreements between Mr. Alan Levan and Mr. Jarett Levan and between Mr. Jarett Levan and Mr. Wise, these shares are required to be voted in the same manner as Mr. Alan Levan votes his shares. While it is anticipated that the other directors and executive officers of BVH will also vote the shares of BVH’s Class A Common Stock and Class B Common Stock owned by them in favor of the merger agreement, none of them have any binding commitment to do so.

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Bluegreen Vacations Holding Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

Attention: Investor Relations

Phone: (954) 399-7193

Email: IR@BVHCorp.com

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents incorporated by reference herein include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include statements related to the merger, including the expected timing of the merger, the ability of the parties to satisfy the conditions to closing the merger, the performance of the parties under the terms of the merger agreement, the impact of the merger, including the pendency of the merger and restrictions contained in the merger agreement, on BVH and its business and results, and the impact of any termination of the merger agreement on BVH and the market price of its Class A Common Stock and Class B Common Stock, and statements regarding future performance or expectations. These forward-looking statements generally can be identified by phrases such as “will,” “would,” “intends,” “should,” “could,” “believes,” “may,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or the negative versions of these words or other words or phrases of similar import, although not all forward-looking statements may contain such words. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to:

All of the forward-looking statements BVH makes in this proxy statement are qualified by the information contained or incorporated by reference herein, including the information contained in this section and the information contained in BVH’s Annual Report on Form 10-K for the year ended December 31, 2022 (including,

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without limitation, the “Risk Factors” section thereof) and BVH’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023, and September 30, 2023, Current Reports on Form 8-K and other filings BVH makes with the SEC, which are incorporated herein by reference. For additional information, see the section entitled “Where You Can Find More Information.”

Except as required by law, BVH does not undertake or assume any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

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SPECIAL MEETING OF BVH’S SHAREHOLDERS

Date, Time and Place

The special meeting of BVH’s shareholders will be held on January 11, 2024 at 10:00 a.m., Eastern Time. In order to provide access to BVH’s shareholders regardless of geographic location, the special meeting will be held in a virtual format only, via webcast at www.virtualshareholdermeeting.com/BVH2024SM.

While there will not be a physical meeting location and BVH’s shareholders will not be able to attend the special meeting in person, BVH’s shareholders may attend the special meeting virtually via the Internet at the website set forth above. You will be required to enter your control number in order to access the virtual special meeting and, if you are a shareholder of record or have a valid proxy to vote your shares, vote online. Shareholders who hold their shares in “street name” through a broker, bank or other nominee can use the control number set forth on the voting instruction form received from their broker, bank or other nominee in order to access the special meeting. It is recommended that you log on to the meeting site beginning at least fifteen minutes prior to the start of the meeting to leave ample time for check-in.

If you attend the special meeting virtually, you will be able to submit questions on the virtual meeting site. Any questions must be confined to the specific matters to be considered at the special meeting. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The question and answer session may be subject to time constraints.

Purpose of the Special Meeting

The special meeting is being held to consider and vote upon the following proposals:

BVH’S SHAREHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT PROPOSAL AND THE ADVISORY COMPENSATION PROPOSAL.

No business other than the items set forth above will be transacted at the special meeting.

Recommendation of the BVH Board of Directors

The BVH board of directors unanimously recommends that BVH’s shareholders vote:

For additional information on the recommendation of the BVH board of directors and its reasons for the merger, see the section entitled “The Merger—Recommendation of the BVH Board and Reasons for the Merger.”

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Record Date; Shareholders Entitled to Vote

Only record holders of BVH’s Class A Common Stock and record holders of BVH’s Class B Common Stock, in each case as of the close of business on December 8, 2023, the record date for the special meeting, may vote at the special meeting.

As of the close of business on the record date, 13,387,599 shares of BVH’s Class A Common Stock and 3,650,184 shares of BVH’s Class B Common Stock were outstanding and, thus, will be eligible to vote at the special meeting.

Holders of BVH’s Class A Common Stock are entitled to one vote per share on each matter, with all such shares having in the aggregate 22% of the general voting power. The number of votes represented by each share of BVH’s Class B Common Stock, which represents in the aggregate 78% of the general voting power, is calculated in accordance with BVH’s Articles of Incorporation. Based on the number of shares of BVH’s Class A Common Stock and Class B Common Stock outstanding as of the close of business on the record date, each outstanding share of BVH’s Class B Common Stock will be entitled to 13 votes on each proposal at the special meeting. The holders of BVH’s Class B Common Stock are also entitled to a separate class vote on the merger agreement proposal. With respect to this separate class vote, each share of BVH’s Class B Common Stock will be entitled to one vote per share.

Quorum; Abstentions

The presence at the special meeting, virtually or by proxy, of the holders of shares representing a majority of the aggregate voting power (as described above) of BVH’s Class A Common Stock and Class B Common Stock and the holders of a majority of the shares of BVH’s Class B Common Stock, in each case, outstanding as of the close of business on the record date will constitute a quorum. Abstentions will be counted as shares present and entitled to vote for the purposes of determining a quorum.

Required Vote for Approval

Methods of Voting

Record shareholders. If you are a shareholder of record, you can give a proxy to be voted at the special meeting by completing and mailing the enclosed proxy card. If you return your proxy card by mail, please ensure you leave enough time for your proxy card to be mailed and received prior to the special meeting. If you execute

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and mail in your proxy card but do not specify on your proxy card how you want to vote your shares, your shares will be voted “FOR” the approval of the merger agreement proposal and “FOR” the approval of the advisory compensation proposal. Shareholders of record may also vote by telephone or the Internet as described on the enclosed proxy card. In addition, shareholders of record may attend the special meeting virtually (as described above) and vote their shares electronically during the meeting up until the closing of the polls. Even if you plan to attend the special meeting, you are encouraged to vote in advance as soon as possible so that your vote will be counted if you later decide not to, or are otherwise unable to, attend the special meeting.

“Street name” holders. If your shares are held through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you. If this is the case, this proxy statement has been forwarded to you by your broker, bank or other nominee, together with directions as to how to vote your shares or submit instructions to vote your shares. You should instruct your broker, bank or other nominee how to vote your shares by following the directions provided by your broker, bank or other nominee. If you return your voting instruction form by mail, please ensure you leave enough time for your voting instruction form to be received by the deadline provided by your broker, bank or other nominee. If you are a “street name” holder, you may vote the shares beneficially held by you through your broker, bank or other nominee electronically at the special meeting only if you attend the special meeting virtually (as described above) and obtain a legal proxy from your broker, bank or other nominee giving you the legal right to vote the shares at the special meeting.

Shares Held by BVH’s Directors and Executive Officers

BVH’s directors and executive officers may be deemed to collectively own and have the power to vote 45% shares of BVH’s Class A Common Stock and 97% shares of BVH’s Class B Common Stock. These shares represent in the aggregate approximately 82% of the total voting power of BVH and 97% of the outstanding shares of BVH’s Class B Common Stock.

As described in further detail under “Voting and Support Agreements” below, Alan B. Levan, Chairman, Chief Executive Officer and President of BVH, and John E. Abdo, Vice Chairman of BVH have entered into voting and support agreements with HGV pursuant to which, among other things, and subject to the terms and conditions thereof, Mr. Levan and Mr. Abdo agreed to vote the shares of BVH’s Class A Common Stock and Class B Common Stock owned, directly or indirectly, by them (i) in favor of the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement and (ii) against, among other related items, any competing acquisition proposal. The shares covered by the voting and support agreements represent in the aggregate approximately 66% of the aggregate voting power of BVH’s Class A Common Stock and Class B Common Stock and approximately 77% of the total number of outstanding shares of BVH’s Class B Common Stock.

Because, as described above, the approval of the merger agreement requires the affirmative vote of the holders of (i) shares of BVH’s Class A Common Stock and Class B Common Stock representing a majority of the votes entitled to be cast in the aggregate by all holders of BVH’s Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of BVH’s Class B Common Stock as a separate class, the vote of Mr. Alan Levan and Mr. Abdo in favor of the merger agreement in accordance with the terms of the voting and support agreements will be sufficient to approve the merger agreement. However, the voting and support agreements will be terminated and Mr. Alan Levan and Mr. Abdo will not be required to vote their shares in favor of the merger agreement if BVH’s board of directors changes its recommendation with respect to the merger agreement and causes BVH to terminate the merger agreement in order to enter into a definitive acquisition agreement with respect to a superior proposal.

In addition to the shares covered by the voting and support agreements, directors Jarett S. Levan and Seth M. Wise collectively own 677,765 shares of BVH’s Class B Common Stock. Pursuant to shareholder agreements between Mr. Alan Levan and Mr. Jarett Levan and between Mr. Jarett Levan and Mr. Wise, these shares are required to be voted in the same manner as Mr. Alan Levan votes his shares. While it is anticipated that the other

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directors and executive officers of BVH will also vote the shares of BVH’s Class A Common Stock and Class B Common Stock owned by them in favor of the merger agreement, none of them have any binding commitment to do so.

Revocability of Proxies

If you are the record owner of your shares, you can revoke your proxy by sending a signed written notice to BVH’s Secretary stating that you would like to revoke your proxy. Record holders can change their vote by submitting a new valid proxy bearing a later date, transmitting new voting instructions by telephone or the Internet, or by attending and voting their shares electronically at the special meeting as described above. See “Methods of Voting” above. However, attendance at the special meeting will not, in and of itself, constitute revocation of a previously executed proxy.

If you are not the record owner of your shares and your shares are held in “street name,” you must contact your broker, bank or other nominee to find out how to change your vote.

Proxy Solicitation Costs

BVH is soliciting proxies from its shareholders on behalf of BVH’s board of directors. The costs of soliciting proxies will be borne by BVH. In addition to solicitation by mail, BVH’s directors, officers and employees may, without compensation therefor, solicit proxies in person, by phone or by electronic means.

BVH will also reimburse brokers, banks and other nominee holders for their expenses incurred in forwarding the proxy solicitation materials to beneficial owners.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. BVH and some brokers household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or Equiniti Trust Company, LLC, BVH’s transfer agent, that they or BVH will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. However, BVH will deliver promptly upon written or oral request a separate copy of this proxy statement to a shareholder at a shared address to which a single proxy statement was delivered. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple proxy statements and would like to request delivery of a single proxy statement, please notify your broker if your shares are held in a brokerage account or Equiniti Trust Company, LLC if you are the record holder of your shares. You can notify Equiniti Trust Company, LLC by sending a written request to Equiniti Trust Company, LLC, 6201 15th Avenue, 2nd Floor, Brooklyn, New York 11219, Attention: Customer Service. You can also contact Equiniti’s Customer Service department at (800) 937-5449.

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Questions and Additional Information

If you have any additional questions about the special meeting, the merger or the other transactions contemplated by the merger agreement, would like additional copies of this proxy statement, or have questions regarding how to submit your proxy or otherwise vote your shares, you should contact BVH as follows:

Bluegreen Vacations Holding Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

Attention: Investor Relations

Phone: (954) 399-7193

Email: IR@BVHCorp.com

Important Notice Regarding the Availability of Proxy Materials for the Shareholder

Meeting to be Held on January 11, 2024

This proxy statement and BVH’s Annual Report on Form 10-K for the year ended December 31, 2022 are available free of charge at https://materials.proxyvote.com/096308.

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A and incorporated by reference herein in its entirety. You should read the entire merger agreement carefully and in its entirety as it is the legal document that governs the merger.

Parties to the Merger

BVH

Bluegreen Vacations Holding Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

Phone: (561) 912-8000

BVH, a Florida corporation, is a Florida-based holding company which owns 100% of Bluegreen, a leading vacation ownership company that markets and sells VOIs and manages resorts in popular leisure and urban destinations. Bluegreen’s resorts are primarily located in high-volume, “drive-to” vacation locations, including Orlando, Panama City Beach, Las Vegas, the Smoky Mountains, Myrtle Beach, Charleston, the Branson, Missouri area, and New Orleans, among others. The resorts in which Bluegreen markets, sells, and manages VOIs were either developed or acquired by Bluegreen, or were developed and are owned by third parties. Bluegreen earns fees for providing sales and marketing services to third party developers. Bluegreen also earns fees for providing management services to the Bluegreen Vacation Club and HOAs, mortgage servicing, VOI title services, reservation services, and construction design and development services. In addition, Bluegreen provides financing to qualified VOI purchasers, which generates significant interest income.

BVH’s Class A Common Stock is listed on the NYSE under the symbol “BVH.” BVH’s Class B Common Stock is traded on the OTCQX under the symbol “BVHBB.” If the merger is completed, BVH’s Class A Common Stock and Class B Common Stock will be deregistered under the Exchange Act, and will no longer be publicly traded.

HGV

Hilton Grand Vacations Inc.

6355 MetroWest Boulevard, Suite 180

Orlando, Florida 32835

Phone: (407) 613-3100

HGV, a Delaware corporation, is recognized as a leading global timeshare company and is the exclusive vacation ownership partner of Hilton. With headquarters in Orlando, Florida, HGV develops, markets, and operates a system of brand-name, high-quality vacation ownership resorts in select vacation destinations. HGV has a reputation for delivering a consistently exceptional standard of service, and unforgettable vacation experiences for guests and more than 525,000 club members. Membership with HGV provides best-in-class programs, exclusive services and maximum flexibility for its members around the world.

HGV’s common stock is listed on the NYSE under the ticker symbol “HGV.”

Merger Sub

Heat Merger Sub, Inc.

c/o Hilton Grand Vacations Inc.

6355 MetroWest Boulevard, Suite 180

Orlando, Florida 32835

Phone: (407) 613-3100

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Merger Sub, a Florida corporation, is an indirect wholly-owned subsidiary of HGV. Merger Sub is newly formed and was organized for the purpose of entering into the merger agreement and effecting the merger. Merger Sub has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the merger.

Transaction Structure

The merger agreement provides for the merger of Merger Sub with and into BVH, with BVH continuing as the surviving company of the merger and an indirect wholly-owned subsidiary of HGV.

Consideration to BVH’s Shareholders

Subject to the terms and conditions of the merger agreement, each share of BVH Class A Common Stock and Class B Common Stock outstanding at the effective time of the merger will be converted into the right to receive $75.00 in cash, without interest and less any applicable withholding taxes.

Excluded Shares

Notwithstanding anything to the contrary contained herein, pursuant to the merger agreement, shares of BVH Class A Common Stock and Class B Common Stock owned, directly or indirectly, by HGV, Merger Sub or any wholly-owned subsidiary of BVH immediately prior to the effective time, if any, will be cancelled in connection with the consummation of the merger without consideration therefor.

Treatment of Restricted Stock Awards

Holders of restricted stock awards of BVH’s Class A Common Stock will be entitled to receive the merger consideration in respect of each restricted share outstanding at the effective time. BVH does not have outstanding any options or other equity awards other than restricted stock awards of its Class A Common Stock.

Background of the Merger

As part of their ongoing review of BVH’s business, the BVH board of directors and management periodically review and evaluate BVH’s business and operations, long-term strategy, capital structure and requirements, competitive position, historical performance, future prospects and opportunities to increase shareholder value. These reviews have, from time to time, included discussions relating to alternative capital allocation approaches, whether to pursue various acquisitions or divestitures or a sale of BVH, considering whether any such potential alternatives would enhance shareholder value as well as the potential benefits and risks of any potential alternative. In furtherance of that, BVH has in the past had discussions with various third parties, including discussions between Mr. Alan Levan, who serves as BVH’s Chairman, Chief Executive Officer and President, and Mr. Mark D. Wang, HGV’s Chief Executive Officer and President.

On January 20, 2023, Credit Suisse met with Chairman Levan. From time to time, management of BVH and representatives of Credit Suisse have met to discuss the state of the timeshare industry generally. At this meeting, Credit Suisse provided Chairman Levan with information about BVH and other industry participants and discussed that it may be an advantageous time to pursue strategic alternatives.

During the BVH board of directors meeting on February 15, 2023, Chairman Levan raised the topic of exploring strategic alternatives. After a discussion of the potential considerations involved in exploring strategic alternatives, including the board of directors’ fiduciary duties and the need for maintaining the confidentiality of the process, BVH’s board of directors authorized BVH’s management to commence the exploration of strategic

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alternatives, and authorized management to engage Credit Suisse to assist BVH. BVH management subsequently formally engaged Credit Suisse as a financial advisor to BVH in connection with the exploration of strategic alternatives. Following the BVH board of directors meeting on February 15, 2023, Credit Suisse, at the direction of BVH, commenced outreach to three potentially interested parties that operate in the timeshare industry: (i) HGV; (ii) a company referred to herein as “Party A”; and (iii) a company referred to herein as “Party B”.

On February 22, 2023, Credit Suisse and BVH sent a non-disclosure agreement to HGV; however, HGV subsequently advised Credit Suisse that while it was interested in pursuing a transaction, it would not be entering into a non-disclosure agreement at that point in time and would instead move forward based on publicly available information.

On February 23, 2023, Credit Suisse contacted Party A to discuss a potential transaction with BVH. Credit Suisse informed Party A that a non-disclosure agreement would be required to obtain access to diligence materials. On March 6, 2023, Credit Suisse sent a non-disclosure agreement to Party A and on March 17, 2023, BVH and Party A entered into a non-disclosure agreement.

During the BVH board of directors meeting on April 19, 2023, Chairman Levan updated BVH’s board of directors on the status of the discussions that Credit Suisse had held with HGV and Party A regarding a possible strategic transaction.

On May 10, 2023, Credit Suisse, acting at the direction of BVH’s management, spoke with HGV’s Chief Financial Officer, Mr. Dan Mathewes, but no indication of value was given during that conversation. Mr. Mathewes indicated that HGV had several diligence questions with respect to BVH and subsequently on May 17, 2023, HGV sent Credit Suisse an initial list of diligence questions based solely on HGV’s review of publicly available information.

On May 19, 2023, Party A orally provided an expression of interest to acquire BVH in an all-cash transaction for an enterprise value of $1.6 billion, and, thereafter, BVH met with Party A and provided information and supplemental diligence materials.

On June 6, 2023, Credit Suisse contacted Party B to discuss a potential transaction with BVH. Party B, however, did not engage in further discussions regarding a potential transaction with BVH.

On June 13, 2023, the financial advisor of Party A orally provided a revised expression of interest with an indicative enterprise value for BVH of $1.65 billion, which was further revised orally on June 19, 2023 to an indicative enterprise value of $1.7 billion, in both cases based on its initial due diligence.

On June 16, 2023, HGV through its financial advisor, BofA Securities (“BofA”), delivered to BVH a written, non-binding preliminary indication of interest to acquire BVH, subject to completion of diligence, proposing total consideration between $55.00 - $60.00 per share, representing an implied equity value between $937 million and $1.022 billion and an implied enterprise value between $1.254 billion and $1.339 billion. The consideration proposed would be payable in a combination of HGV common stock and cash.

During the BVH board of directors meeting on June 21, 2023, Chairman Levan reviewed with BVH’s board of directors the preliminary indication of interest delivered by HGV on June 16, 2023 and the oral expression of interest of Party A as revised on June 19, 2023. He noted that neither party had completed its due diligence on BVH and reminded the board that as of such date HGV had not signed a non-disclosure agreement and had based its preliminary indication of interest on the basis of BVH’s SEC filings and publicly available analyst reports. BVH’s board of directors then discussed the differences between the two expressions of interest and it was determined that BVH should continue discussions with both HGV and Party A.

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On July 10, 2023, BofA, on behalf of HGV, delivered to BVH a revised preliminary indication of interest, subject to completion of diligence, of between $75.00 - $77.00 per share with an implied enterprise value of between $1.595 billion and $1.629 billion. The revised indication contemplated an even split between cash and stock consideration.

On July 17, 2023, BofA, on behalf of HGV, delivered to the BVH board of directors a revised, written non-binding proposal, subject to the completion of due diligence, with the following revised terms: total consideration between $77.00 and $83.25 per share, representing an implied equity value between $1.312 billion and $1.418 billion and an implied enterprise value between $1.629 billion and $1.735 billion.

During the BVH board of directors meeting on July 19, 2023, Chairman Levan updated BVH’s board of directors on the status of discussions with HGV and Party A. BVH’s board of directors was advised that HGV still had not executed a non-disclosure agreement and that a virtual data room was not yet available to either HGV or Party A.

On July 24, 2023, Party A delivered a written, non-binding expression of interest, subject to the completion of due diligence, with various conditions and assumptions, including assumptions regarding corporate debt and cash, with an indicative value of between $1.7 billion - $1.8 billion, representing an implied price per share of $87.66, on a cash-free and debt-free basis. On July 28, 2023, Party A was provided access to the virtual data room.

On August 4, 2023, HGV executed a non-disclosure agreement, following which HGV was provided access to the virtual data room to begin the diligence process, and on August 8, 2023, HGV delivered to Credit Suisse an updated diligence request based on its initial review of the data room.

On August 10, 2023, BVH and Credit Suisse met with HGV and BofA and BVH made a management presentation to HGV. During the next month, Credit Suisse, BVH and HGV held numerous diligence calls discussing, among other things, IT systems, processes and strategy, sales processes, regulatory matters, financing, labor, employment, benefits and compensation matters, resort management, litigation, accounting, taxes and other related topics. HGV also conducted site visits across multiple BVH properties throughout Wisconsin, Missouri, Arizona, Texas, Tennessee, Louisiana, South Carolina, Pennsylvania, Virginia and New Hampshire.

On August 11, 2023, Party C, another company in the timeshare industry (“Party C”), contacted Credit Suisse to express interest in a potential transaction with BVH. After discussions with BVH, Credit Suisse informed Party C that it was unlikely that BVH would be interested in a transaction with Party C based on the uncertainty of the proposed transaction structure, Party C’s need for financing and questions relating to whether one of BVH’s strategic partners would be willing to work with Party C.

On August 15, 2023, Party A was advised by BVH that BVH was unable to arrange a meeting requested by Party A between Party A and one of BVH’s strategic partners and, based on feedback received from such strategic partner during the attempts to arrange such a meeting, that it was unlikely that the strategic partner would be willing to extend certain commercial relationships it has with BVH in the event of an acquisition of BVH by Party A. Thereafter, while Party A continued to have access to a virtual data room and conducted two diligence calls during early September, following such diligence calls Party A did not request further substantive diligence sessions and did not engage in further discussions regarding a potential transaction with BVH.

On August 25, 2023, Simpson Thacher & Bartlett LLP, legal counsel for HGV (“Simpson”), sent an initial draft of the merger agreement to Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., legal counsel for BVH (“SWM”). The initial draft contemplated the merger consideration would be paid partially in cash and partially in HGV common stock. Over the following weeks, SWM, Simpson and Alston & Bird, HGV’s regular outside legal counsel (“Alston”), discussed the transaction structure and other open items in the draft merger agreement as HGV continued its diligence.

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During the BVH board of directors meeting on September 20, 2023, Chairman Levan updated BVH’s board of directors on the status of the discussions with potential counterparties regarding the acquisition of BVH. He also reported to the board on HGV’s discussions with one of BVH’s strategic partners prior to commencing discussions with BVH and the strategic partner’s willingness to extend BVH’s marketing agreement if BVH were to consummate a transaction with HGV, but not with certain other potential counterparties. Chairman Levan further indicated that HGV would require Chairman Levan and Mr. Abdo to sign voting and support agreements in favor of any proposed transaction with HGV.

On September 21, 2023, HGV provided BVH with an update on its diligence and provided BVH with a valuation model which indicated a transaction value of $70 per share that was based on certain methodologies and assumptions. Mr. Raymond Lopez, BVH’s Chief Financial Officer, noted that certain of the information and assumptions in the model needed to be updated and refined and offered to meet with HGV to provide additional information for use in the model. BVH and HGV agreed that representatives of the parties should meet to discuss further.

At a meeting of BVH’s board of directors held on September 22, 2023, Chairman Levan updated the board on the status of the HGV discussions. Chairman Levan advised the board that he and Mr. Lopez had spoken with HGV management and HGV’s financial advisors on September 21, 2023 and that HGV had shared information with them relating to its valuation model which suggested a value of $70 per share. He advised the board that that Mr. Lopez was currently engaged in discussions with HGV to refine the assumptions used in the model and that he would be having additional discussions with HGV regarding the economic terms of the transaction consistent with the prior discussions of the board.

On September 21 and 22, 2023, Mr. Lopez reviewed with representatives of HGV the assumptions and information used in HGV’s valuation model and provided additional information for HGV’s consideration, which the parties determined supported a $75 per share price.

On September 28, 2023, Mr. Mark Wang and Chairman Levan held discussions regarding preliminary transaction parameters, which included (i) consideration of $75.00 per share and (ii) payment of such consideration to consist of forty percent (40%) in HGV common stock and sixty percent (60%) in cash.

At a meeting of BVH’s board of directors held on October 2, 2023, Chairman Levan advised BVH’s board of directors of the September 28, 2023 discussions with HGV and the board determined to proceed with negotiating the terms of a definitive agreement with HGV based on transaction parameters which would provide BVH’s shareholders a value of $75 per share. Chairman Levan noted that HGV’s proposal remained subject to the completion of due diligence and negotiation of the terms of a definitive agreement and voting and support agreements. Chairman Levan further reminded the board that any definitive agreement would be subject to the board’s approval after receipt of a fairness opinion from Credit Suisse. Chairman Levan then discussed the expected timing of a closing and the conditions to closing.

During the next BVH board of directors meeting on October 18, 2023, Chairman Levan reviewed with the board the status of BVH’s discussions with HGV. Subject to the resolution of outstanding issues and satisfactory completion of HGV’s due diligence, Chairman Levan advised the directors that a definitive agreement was expected to be finalized in approximately two weeks. Chairman Levan then reviewed with the board certain issues that needed to be resolved prior to signing, including the resolution of the extension of the Bass Pro marketing agreement and receipt of approval from Hilton Worldwide, HGV’s licensor. Chairman Levan then discussed the proposed terms of the transaction, and that the consideration was contemplated to be paid 40% in HGV common stock and 60% in cash. Mr. Raymond Lopez then provided the board with additional detail relating to the status of the Bass Pro marketing agreement and joint venture and discussions with Choice Hotels.

On October 26, 2023, management of HGV called management of BVH and advised BVH that HGV’s board was prepared to move forward but only on the basis of an all-cash transaction due to the recent lower trading prices of HGV’s common stock.

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That same day, BVH engaged Wells Fargo Securities, LLC (“Wells Fargo”) when Michael Kamras, who had the principal Credit Suisse relationship with BVH, transitioned his employment from Credit Suisse to Wells Fargo, and based on Wells Fargo’s qualifications, expertise, reputation and knowledge of BVH’s business and the vacation ownership industry. Pursuant to the engagement agreement, Wells Fargo will receive a transaction fee of $15.0 million from BVH upon consummation of the merger. BVH also agreed to reimburse Wells Fargo for certain expenses and to indemnify it and its related parties for certain liabilities arising out of or related to its engagement.

After evaluating the updated form of consideration and consultation with BVH’s advisors, management of BVH informed HGV on October 29, 2023 that BVH would be willing to move forward on the basis of an all cash transaction subject to board approval.

On October 31, 2023, Simpson sent SWM a revised draft of the merger agreement, which contemplated the merger consideration being paid entirely in cash. Over the next week, the parties engaged in negotiations aimed at resolving all open items in the merger agreement and the finalization of BVH’s confidential disclosure letter as well as the voting and support agreements.

On November 3, 2023, a meeting of BVH’s board of directors was held for the purpose of advising the board that a definitive agreement was substantially in agreed form, including the equity value of $75 per share. Credit Suisse and Wells Fargo participated in the meeting and reviewed with the board the history of the process in pursuing the transaction and Credit Suisse reviewed with the board the details of Credit Suisse’s financial analyses regarding the financial terms of the transaction. SWM participated in the meeting and reviewed the material terms, conditions and provisions of the merger agreement and the voting and support agreements and also reviewed with the board its fiduciary duties in considering whether to approve the transaction as currently proposed. The contemplated timeline for finalizing and entering into the merger agreement was also discussed.

BVH’s board of directors then held a meeting on November 5, 2023 to review the terms of the merger agreement and the ancillary agreements, including the voting and support agreements. SWM participated in the meeting at the request of BVH’s board of directors and discussed the board’s fiduciary duties in the context of the transaction. The proposed final draft of the merger agreement was discussed and considered by BVH’s board of directors. Credit Suisse then reviewed and discussed its financial analyses with respect to the proposed merger. Thereafter, Credit Suisse rendered to BVH’s board of directors its oral opinion (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated as of the same date) to the effect that, as of November 5, 2023, and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in connection with the preparation of its opinion, the merger consideration of $75.00 in cash per share of BVH’s Class A Common Stock and Class B Common Stock to be received by the holders of BVH’s Class A Common Stock and Class B Common Stock (other than HGV and its affiliates and Alan B. Levan and John E. Abdo and their respective affiliates) in the merger pursuant to the merger agreement was fair, from a financial point of view, to such shareholders. After discussions and deliberations, including a discussion of potential benefits and potential risks and uncertainties of the proposed merger, BVH’s board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, BVH’s shareholders and adopted resolutions approving the merger agreement and the merger, and recommended that BVH’s shareholders also approve the merger agreement and the transactions contemplated thereby.

The merger agreement was entered into on Sunday, November 5, 2023 and publicly announced on Monday, November 6, 2023 prior to the opening of the market.

Recommendation of the BVH Board and its Reasons for the Merger

At a meeting of the BVH board of directors held on November 5, 2023, BVH’s board of directors unanimously determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of, BVH’s shareholders and approved the merger agreement and the transactions contemplated thereby and made the determination to recommend that BVH’s shareholders vote “FOR” the merger agreement proposal at the special meeting.

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In arriving at its determination, BVH’s board of directors considered a number of factors, including those described below, and consulted with BVH’s senior management and its outside legal counsel with respect to legal and regulatory matters and with its financial advisors with respect to financial aspects of the merger.

BVH’s board of directors believes that factors weighing in favor of the merger proposal include the following (not necessarily in order of relative importance):

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BVH’s board of directors also considered the following potential risks and uncertainties related to the merger (not necessarily in order of relative importance):

In the judgment of BVH’s board of directors, however, the potential risks of the transaction were outweighed by the factors favoring the merger, including those discussed above.

The foregoing discussion of the information and factors considered by BVH’s board of directors is not intended to be exhaustive, but includes the material factors that BVH’s board of directors considered. In view of the wide variety of factors considered and the complexity of these matters, in reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, BVH’s board of directors did not quantify, rank or assign any relative weights to the factors considered. In addition, individual directors may have given different weights to different factors and may have viewed some factors more positively or negatively than others. BVH’s board of directors considered all these factors as a whole, and overall considered the factors to be favorable to the merger agreement and the transactions contemplated thereby.

In considering the recommendation of BVH’s board of directors to approve the merger agreement and the transactions contemplated thereby, BVH’s shareholders should be aware that the executive officers and directors of BVH have certain interests in the merger that may be different from, or in addition to, the interests of BVH’s

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shareholders generally, as more fully described below under the section captioned “The Merger—Interests of BVH’s Directors and Executive Officers in the Merger.” BVH’s board of directors was aware of these interests and considered them when approving, and recommending that BVH’s shareholders approve, the merger agreement and the transactions contemplated thereby.

Portions of this explanation of BVH’s reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Projected Financial Information

BVH does not, as a matter of course, publicly disclose financial forecasts as to future financial performance, earnings or other results and is especially cautious of making financial forecasts because of the unpredictability and uncertainty of the underlying assumptions and estimates. However, in connection with the evaluation of the merger, BVH’s financial advisors were provided with certain non-public financial forecasts that were prepared by BVH’s management.

The following financial forecasts are not being included in this proxy statement to influence your decision as to whether to vote for or against the proposal to approve the merger agreement and the transactions contemplated thereby, but rather are being included because, as described above, the financial forecasts were made available to BVH’s financial advisors. The inclusion of this information should not be regarded as an indication that BVH, its financial advisors or any other person considered, or now considers, such financial forecasts to be material or to be necessarily predictive of actual future results, and these forecasts should not be relied upon as such. The internal financial forecasts of BVH’s management, upon which the following financial forecasts were based, are subjective in many respects. There can be no assurance that these financial forecasts will be realized or that actual results will not be significantly higher or lower than forecasted.

In addition, the financial forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles in the United States, which we refer to as U.S. GAAP, the published guidelines of the SEC regarding projections and the use of non-U.S. GAAP financial measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither BVH’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the financial forecasts contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

These financial forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond BVH’s control. BVH believes the assumptions that its management used as a basis for the projected financial information were reasonable at the time the financial forecasts were prepared. Important factors that may affect actual results and cause these financial forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to BVH’s business, general business and economic conditions, industry performance, the regulatory environment, and other factors, including those described or referenced in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” In addition, the forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for BVH’s business, changes in general business or economic conditions, industry performance, the regulatory environment or any transaction or event that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. Accordingly, there can be no assurance that these financial forecasts will be realized or that BVH’s future financial results will not materially vary from these financial forecasts.

No one has made or makes any representation to any shareholder regarding the information included in the financial forecasts set forth below. You are cautioned that some or all of the assumptions which have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since the date

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such forecasts were made. BVH has not updated, and does not intend to update or otherwise revise, the financial forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions on which such forecasts were based differ from actual events or circumstances. BVH has made no representation to HGV or Merger Sub concerning these financial forecasts.

The financial forecasts are forward-looking statements. See the section of the proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The following financial forecasts were provided to Credit Suisse, who used such information as it determined to be appropriate, including utilizing methodologies and based on assumptions reviewed, discussed and approved for Credit Suisse’s use by BVH’s management. The primary assumptions underlying the projected financial information set forth below include continued strong leisure travel and related spending, VOI sales growth at a compound annual growth rate of 5% per year and tour growth rate of 3% per year, the renewal of the Bass Pro marketing agreement, expansion of the Choice call transfer program and the return of mini-vacation package usage rates to historical levels. The following table sets forth projections with respect to BVH’s Revenue, Adjusted EBITDA and Unlevered free cash flow for the fourth quarter ending December 31, 2023 and each of the fiscal years 2024 through 2027, subject to the above-described assumptions and other factors which may affect these projections.

Opinion of Credit Suisse

On November 5, 2023, Credit Suisse rendered its oral opinion to BVH’s board of directors (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated as of the same date) to the effect that, as of November 5, 2023, and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in connection with the preparation of its opinion, the merger consideration to be received by the holders of BVH’s Class A Common Stock and Class B Common Stock (other than HGV and its affiliates and Alan B. Levan and John E. Abdo and their respective affiliates) in the merger pursuant to the merger agreement was fair, from a financial point of view, to such shareholders.

Credit Suisse’s opinion was directed to BVH’s board of directors, and only addressed, as of November 5, 2023, the fairness, from a financial point of view, to the holders of BVH’s Class A Common Stock and Class B Common Stock (other than HGV and its affiliates and Alan B. Levan and John E. Abdo and their respective affiliates) of the merger consideration to be received by such holders in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger. The summary of Credit Suisse’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, a copy of which is attached as Annex D hereto and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in connection with the preparation of its opinion. However, neither Credit

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Suisse’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation to any shareholder as to how such shareholder should vote or act on any matter relating to the merger.

In arriving at its opinion, Credit Suisse:

In connection with its review, Credit Suisse did not independently verify any of the foregoing information and Credit Suisse assumed and relied on such information being complete and accurate in all material respects. With respect to the financial forecasts for BVH, the management of BVH advised Credit Suisse, and Credit Suisse assumed, that such forecasts were reasonably prepared on the bases reflecting the best currently available estimates and judgments of BVH’s management as to the future financial performance of BVH.

Credit Suisse also assumed, with the consent of BVH’s board of directors, that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on BVH and that the merger would be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. For the purposes of Credit Suisse’s opinion, Credit Suisse also assumed, in all respects material to its opinion, that the final executed merger agreement would not differ from the draft merger agreement that Credit Suisse reviewed.

In addition, Credit Suisse was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of BVH, nor was Credit Suisse furnished with any such evaluations or appraisals.

Credit Suisse’s opinion addressed only the fairness, from a financial point of view, to the holders of BVH’s Class A Common Stock and Class B Common Stock (other than HGV and its affiliates and Alan B. Levan and John E. Abdo and their respective affiliates) of the merger consideration to be received by such shareholders in the merger pursuant to the terms of the merger agreement, without regard to differences, including as to relative voting rights, trading volumes, trading value and premiums or otherwise, between BVH’s Class A Common Stock and Class B Common Stock, from a financial point of view, of the merger consideration. Credit Suisse’s opinion did not address any other aspect or implication of the merger or any agreement, arrangement or understanding entered into in connection with the merger or otherwise, including, without limitation, the fairness of the amount or nature of, or any other aspect relating to, any compensation to any officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration or otherwise, or as to the relative fairness of the merger consideration as between holders of BVH’s Class A Common Stock and Class B Common Stock. Without limiting the foregoing, Credit Suisse’s opinion did not address the fairness of the amount or nature of, or any other aspect relating to, the merger consideration to be received by Alan B.

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Levan, John E. Abdo or their respective affiliates. Furthermore, Credit Suisse did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, accounting, tax, executive compensation or other similar professional advice. Credit Suisse assumed that such opinions, counsel, interpretations or advice had been or would have been obtained from the appropriate professional sources. The issuance of Credit Suisse’s opinion was approved by Credit Suisse’s authorized internal committee.

Credit Suisse’s opinion was necessarily based upon information made available to Credit Suisse as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Credit Suisse’s opinion did not address the merits of the merger as compared to alternative transactions or strategies that might have been available to BVH nor did it address BVH’s underlying decision to proceed with the merger.

Credit Suisse’s opinion was for the information of BVH’s board of directors in connection with its consideration of the merger and did not constitute advice or a recommendation to any shareholder as to how such shareholder should vote or act on any matter relating to the merger.

Credit Suisse’s opinion and analyses were for the information of BVH’s board of directors (in its capacity as such) in connection with its consideration of the merger and were among many factors considered by BVH’s board of directors in evaluating the merger. Neither Credit Suisse’s opinion nor its analyses were determinative of the merger consideration or of the views of BVH’s board of directors with respect to the merger.

In preparing its opinion to BVH’s board of directors, Credit Suisse performed a variety of analyses, including those described below. The summary of Credit Suisse’s financial analyses is not a complete description of the analyses underlying Credit Suisse’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of those methods to the unique facts and circumstances presented. As a consequence, neither Credit Suisse’s opinion nor the analyses underlying its opinion are readily susceptible to partial analysis or summary description. Credit Suisse arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Credit Suisse believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors, without considering all analyses, analytic methods and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In performing its analyses, Credit Suisse considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Credit Suisse’s analyses for comparative purposes is identical to BVH or the merger. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, Credit Suisse did not make separate or quantifiable judgments regarding individual analyses. The implied valuation reference ranges indicated by Credit Suisse’s analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of BVH and Credit Suisse. Much of the information used in, and accordingly the results of, Credit Suisse’s analyses are inherently subject to substantial uncertainty.

Financial Analyses

The following is a summary of the material financial analyses performed in connection with the preparation of Credit Suisse’s opinion rendered to BVH’s board of directors on November 5, 2023. The analyses summarized

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below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Credit Suisse’s analyses.

For purposes of its analyses, Credit Suisse reviewed a number of financial metrics including:

Selected Companies Analysis

Credit Suisse considered certain financial data for BVH and selected companies with publicly traded equity securities Credit Suisse deemed relevant. The selected companies were selected because they were deemed to be similar to BVH in one or more respects (based on Credit Suisse’s experience and professional judgment). Stock prices for the selected companies used in the selected companies analysis described below were as of November 3, 2023. The estimates of BVH’s future financial performance for calendar years 2023, 2024 and 2025 used in the selected companies analysis described below were based on BVH’s management forecasts and consensus estimates. Estimates of the future financial performance of the selected companies listed below for calendar years 2023, 2024 and 2025 were based on publicly available research analyst estimates for the fiscal years of those companies.

The financial data reviewed consisted of:

The companies selected by Credit Suisse and the corresponding multiples considered by Credit Suisse in its analysis were:

Taking into account the results of the selected companies analysis, Credit Suisse applied calendar year 2023 estimated Adjusted EBITDA multiples of 5.5x to 7.5x, calendar year 2024 estimated Adjusted EBITDA multiples of 5.0x to 7.0x and calendar year 2025 estimated Adjusted EBITDA multiples of 5.0x to 6.5x derived

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from the selected publicly traded companies to BVH’s calendar year 2023, calendar year 2024 and calendar year 2025 estimated Adjusted EBITDA, respectively. This analysis indicated an implied per share equity value reference range of $35.85 to $58.89 for BVH’s Class A Common Stock and Class B Common Stock, as compared to the value of the merger consideration of $75 per share of BVH’s Vacations Class A Common Stock and Class B Common Stock.

Discounted Cash Flow Analysis

Credit Suisse also performed a discounted cash flow analysis with respect to BVH by calculating the estimated net present value of the projected after-tax, unlevered free cash flows of BVH, treating stock-based compensation as a cash expense, based on BVH’s management forecasts, as described in the section of the proxy statement entitled “Projected Financial Information”. Credit Suisse applied, based on its experience and professional judgment, a range of terminal value multiples of 6.0x to 8.0x to the BVH’s Adjusted EBITDA estimate for calendar year 2028 and discount rates ranging from 9.0% to 11.0%. This analysis, based on BVH’s management forecasts, indicated an implied per share equity value reference range of $57.62 to $82.68 for BVH’s Class A Common Stock and Class B Common Stock, as compared to the value of the merger consideration of $75 per share of BVH’s Class A Common Stock and Class B Common Stock.

Selected Transactions Analysis

Credit Suisse also considered the financial terms of certain business combinations and other transactions Credit Suisse deemed relevant. The selected transactions were selected because the target companies were deemed to be similar to BVH in one or more respects (based on Credit Suisse’s experience and professional judgment). Financial data for the selected transactions were based on public filings and other publicly available information. Financial data for BVH was based on BVH’s management forecasts.

The financial data for the selected transactions reviewed by Credit Suisse consisted of Enterprise Value implied by the consideration proposed or paid in the selected transactions, as a multiple of the target companies’ last twelve months Adjusted EBITDA prior to the date of announcement of the relevant transaction (“LTM Adj. EBITDA”).

The transactions selected by Credit Suisse and the corresponding multiples considered by Credit Suisse in its analysis were:

Taking into account the results of the selected transactions analysis, Credit Suisse applied LTM Adj. EBITDA multiples of 8.0x to 11.0x derived from the selected transactions to BVH’s LTM Adj. EBITDA prior to September 30, 2023. This analysis indicated an implied per share equity value reference range of $59.26 to $88.69 for BVH’s Class A Common Stock and Class B Common Stock, as compared to the value of the merger consideration of $75 per share of BVH’s Class A Common Stock and Class B Common Stock.

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Other Matters Relating to Credit Suisse’s Opinion

BVH engaged Credit Suisse to serve as BVH’s financial advisor in connection with the merger based on its qualifications, expertise, reputation and knowledge of BVH’s business and the vacation ownership industry. Credit Suisse is entitled to receive a transaction fee of $15.0 million from BVH upon the consummation of the merger, $3.0 million of which became payable upon the rendering of Credit Suisse’s opinion on November 5, 2023. In addition, BVH agreed to reimburse Credit Suisse for certain of its expenses and to indemnify it and certain related parties for certain liabilities and other items arising out of or related to Credit Suisse’s engagement.

Credit Suisse and its affiliates have in the past provided, and in the future may provide, investment banking and other financial advice and services to BVH, HGV and their respective affiliates for which Credit Suisse and its affiliates have received, and would expect to receive, compensation, including having acted as joint bookrunner in connection with the initial term loan facility and revolving credit facility provided to Hilton Grand Vacations Borrower LLC, an affiliate of HGV (the “Borrower”), under the credit agreement, dated as of August 2, 2021, as amended on December 16, 2021, May 31, 2023 and October 6, 2023 (the “Credit Agreement”), and is currently a lender to the Borrower under the Credit Agreement.

Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial advice and services. In the ordinary course of business, Credit Suisse and its affiliates may acquire, hold or sell, for its and its affiliates’ own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of BVH, HGV and any other company that may be involved in the merger, as well as provide investment banking and other financial advice and services to such companies and their affiliates.

Regulatory Approvals

Under the HSR Act and the rules and regulations promulgated thereunder and the terms of the merger agreement, the merger may not be completed until HGV and BVH have each filed a Notification and Report Form with the Federal Trade Commission (which we refer to as the “FTC”) and the Antitrust Division of the U.S. Department of Justice (which we refer to as the “DOJ”), and a 30-calendar-day waiting period following such filings has expired or been terminated earlier by the FTC and DOJ. Notwithstanding the foregoing, if necessary, HGV, in consultation with BHV, may extend the waiting period by an additional 30 calendar days pursuant to applicable law, and if the FTC or DOJ issues a request for additional information and documents (which we refer to as a “second request”) prior to the expiration of the waiting period, then the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the second request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period.

HGV and BVH each filed a Notification and Report Form with the FTC and DOJ on November 14, 2023. The waiting period is scheduled to expire December 14, 2023, which is thirty days following the date of filing, unless extended or earlier terminated.

At any time before or after consummation of the merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ, or any state department or agency, could take such actions as it deems necessary under applicable antitrust laws, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Private parties may also seek to take legal action under antitrust laws under certain circumstances.

Interests of BVH’s Directors and Executive Officers in the Merger

In considering the recommendation of BVH’s board of directors that you vote to approve the merger agreement and the transactions contemplated thereby, you should be aware that, as described below, BVH’s

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directors and executive officers have interests in the merger that may be different from, or in addition to, those of BVH’s shareholders generally. BVH’s board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and in approving, and recommending that BVH’s shareholders approve, the merger agreement and the transactions contemplated thereby.

Treatment of Restricted Stock Awards

BVH does not have outstanding any options or other equity awards other than restricted stock awards for its Class A Common Stock. Pursuant to the merger agreement, holders of restricted shares of BVH’s Class A Common Stock will be entitled to receive the merger consideration in respect of each restricted share outstanding at the effective time. The following table sets forth the number of restricted shares of BVH’s Class A Common Stock held by BVH’s directors and executive officers.

It is expected that the vesting of certain of the restricted shares held by the foregoing executives will be accelerated in 2023 in anticipation of the merger.

LTIP Liquidity Event and Special Bonuses and Other Severance Payments

Participants in BVH’s Long-Term Incentive Plan (“LTIP”) are entitled to a liquidity event bonus in connection with the merger, which constitutes a liquidity event under the LTIP. In addition, certain executives will receive severance payments in connection with the merger pursuant to other arrangements with BVH or its subsidiaries, including Bluegreen. Certain of BVH’s executives are also entitled to payments in respect of premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The following table sets forth the LTIP liquidity event and special bonuses, severance payments and COBRA payments expected, subject to receipt of any required compensation committee approval, to be paid to BVH’s executive officers in connection with the merger.

Chairman Levan, Mr. Abdo and Mr. Lopez will be entitled to a pro-rata bonus for the period of 2024 elapsed prior to closing.

While certain of the severance payments set forth in the table above were calculated based on the amounts that such executives would have been entitled to receive in connection with a qualifying termination of

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employment following a change in control of BVH, the parties to the merger agreement agreed that such amounts would be paid in full regardless of whether the executive remained employed by the surviving company following the merger.

The severance payments will be conditioned upon the applicable executive entering into a separation agreement and release of HGV in the form negotiated by the parties in connection with their entry into the separation agreement. Such agreements will also contain customary restrictive covenants on the executives, including confidentiality obligations and non-solicitation and non-disparagement covenants. In addition, Mr. Lopez’s separation agreement will include a non-competition covenant. These restrictive covenants will be in lieu of any restrictive covenants which such executives would have otherwise been bound by pursuant to agreements with BVH or its subsidiaries.

See “Named Executive Officer Merger-Related Compensation” below for additional information with respect to such arrangements with BVH’s named executive officers.

Other

Pursuant to the merger agreement, management has discretion to allocate an additional $5.5 million as it determines to be appropriate. It is anticipated that a portion will be allocated to the directors as indicated below and that the balance will be allocated as management may determine, provided, that, no such amount will be further allocated to BVH’s executive officers or directors.

It is anticipated that the independent members of BVH’s board of directors will receive $125,000 in consideration for their past service on the board.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the merger agreement, directors and officers of BVH will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement entitled “The Merger Agreement—Directors’ and Officers’ Indemnification, Exculpation and Insurance.”

Post-Closing Compensation Arrangements with HGV

Any of BVH’s executive officers or other employees who become officers or employees of HGV or any of its subsidiaries, including the surviving company, or who otherwise are retained to provide services to HGV or any of its subsidiaries, including the surviving company, following the effective time of the merger may enter into new compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by HGV. As of the date hereof, no compensation arrangements between such persons and HGV or its affiliates have been established. However, the merger agreement contains certain obligations of HGV with respect to the compensation and benefits to be provided to employees of BVH or its subsidiaries who continue employment with HGV or any of its subsidiaries, including the surviving company, following the effective time of the merger. For additional information, see the section of this proxy statement entitled “The Merger Agreement—Employee Matters.”

Named Executive Officer Merger-Related Compensation

The information set forth below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure regarding the compensation that may be paid or become payable to BVH’s named executive officers that is based on or otherwise relates to the merger. The amounts set forth in the following table are estimates based on multiple assumptions, including that none of the named executive officers receives any additional equity-based awards following the date hereof and each of the named executive officers has properly executed

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any required separation agreement and releases necessary in order to receive the applicable payments and benefits. The actual amounts received may differ from the amounts set forth below.

Golden Parachute Compensation

BVH’s shareholders will be asked at the special meeting to vote, on a non-binding advisory basis, on the compensation that may be paid or become payable to BVH’s named executive officers that is based on or otherwise relates to the merger, as set forth above. Such vote will be advisory only and will not be binding upon BVH or its board of directors and approval of the advisory compensation proposal is not a condition to completion of the merger. In addition, because the underlying arrangements regarding the compensation payable in connection with the merger are contractual in nature and not, by their terms, subject to shareholder approval, the right of BVH’s named executive officers to receive such compensation if the merger is consummated will not be affected by the outcome of the advisory vote.

Delisting and Deregistration of BVH’s Common Stock

If the merger is completed, BVH’s Class A Common Stock and Class B Common Stock will be deregistered under the Exchange Act and will no longer be publicly traded, and BVH will no longer be required to file periodic reports with the SEC pursuant to the Exchange Act.

Financing of the Merger

The total amount of funds necessary to consummate the merger and related transactions, including payment of related fees and expenses, is expected to be approximately $1.4 billion. HGV has represented in the merger agreement that, at the effective time, it will have sufficient sources of immediately available funds to consummate the transactions contemplated by the merger, including payment of the merger consideration and all other amounts required to be paid by HGV pursuant to the merger agreement, and to pay all related fees and

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expenses. On November 6, 2023, HGV disclosed that it has received financing commitments from Bank of America, Deutsche Bank, Barclays and J.P. Morgan to consummate the merger, which are subject to customary conditions.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the material U.S. federal income tax consequences of the merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) in connection with the conversion of their shares of BVH’s Class A Common Stock and Class B Common Stock into the right to receive cash pursuant to the merger. This discussion is based upon the Internal Revenue Code of 1986 (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of BVH’s Class A Common Stock and Class B Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of BVH’s Class A Common Stock or Class B Common Stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of BVH’s Class A Common Stock or Class B Common Stock and partners therein should consult their tax advisors regarding the consequences of the merger.

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No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the merger described below. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER FEDERAL NON-INCOME TAX LAWS OR THE LAWS OF ANY TERRITORY, STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of BVH’s Class A Common Stock or Class B Common Stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of BVH’s Class A Common Stock or Class B Common Stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of shares of BVH’s Class A Common Stock or Class B Common Stock at different times and different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of shares of BVH’s Class A Common Stock and Class B Common Stock.

Non-U.S. Holders

General

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of BVH’s Class A Common Stock or Class B Common Stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes. Subject to the discussion below relating to FATCA, any gain realized by a Non-U.S. Holder pursuant to the merger generally will not be subject to U.S. federal income tax unless:

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Withholding on Foreign Entities

Sections 1471 through 1474 of the Code, and the Treasury regulations and administrative guidance issued thereunder (which we refer to as “FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. The Treasury Department released in 2018 proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of shares of BVH’s stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Holders of BVH’s Class A Common Stock and Class B Common Stock are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of shares pursuant to the merger.

Information Reporting and Backup Withholding

Information reporting and backup withholding (at a current rate of 24%) may apply to the proceeds received by a holder pursuant to the merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form); or (2) a Non-U.S. Holder that (a) provides a certification of such Non-U.S. Holder’s non-U.S. status on the appropriate series of IRS Form W-8 (or a substitute or successor form); or (b) otherwise establishes an exemption from backup withholding. Backup

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withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, if the required information is timely furnished to the IRS.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OF THE POTENTIAL TAX CONSEQUENCES RELATING TO THE MERGER AND IS NOT, AND IS NOT INTENDED TO BE, LEGAL OR TAX ADVICE. ALL SHAREHOLDERS ARE STRONGLY ADVISED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER U.S. FEDERAL TAX LAWS, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX LAWS.

Potential Litigation Relating to the Merger

BVH’s shareholders may file lawsuits challenging or otherwise relating to the merger. Litigation is inherently uncertain. A judgment for monetary damages could have an adverse effect on BVH. Further, a preliminary injunction could delay or jeopardize the completion of the merger, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin completion of the merger.

No Appraisal Rights

Under the Florida Business Corporation Act (the “FBCA”), appraisal rights are not available to holders of shares of an acquired company that are “covered securities” under Section 18(b)(1)(A) or (B) of the Securities Act. Both BVH’s Class A Common Stock and Class B Common Stock are covered securities because BVH’s Class A Common Stock is listed on the NYSE and BVH’s Class B Common Stock ranks equal to BVH’s Class A Common Stock. Accordingly, BVH’s shareholders are not entitled to appraisal rights in connection with the merger.

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THE MERGER AGREEMENT

The following summary describes certain material provisions of the merger agreement. A copy of the merger agreement is attached hereto as Annex A and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to read the merger agreement carefully and in its entirety because it is the legal document that governs the merger. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement. The legal rights and obligations of the parties are governed by the specific language of the merger agreement and not this summary.

The following summary of the merger agreement and the copy of the merger agreement attached to this proxy statement has been included to provide shareholders with information regarding the terms of the merger agreement. It is not intended to provide any other factual information about BVH, HGV or Merger Sub. The representations, warranties and covenants made by BVH in the merger agreement are qualified by information contained in BVH’s confidential disclosure letter delivered to HGV in connection with the execution of the merger agreement and by filings that BVH has made with the SEC since December 31, 2021 and publicly available before the date of the merger agreement. The representations and warranties made by HGV and Merger Sub in the merger agreement are qualified by information contained in HGV’s confidential disclosure letter delivered to BVH in connection with the execution of the merger agreement and by filings that HGV has made with the SEC since December 31, 2021 and publicly available before the date of the merger agreement. The representations, warranties and covenants of each party in the merger agreement were made only for the purposes of, and were and are solely for the benefit of the parties to, the merger agreement, were made as of specific dates, may be subject to limitations agreed upon by the contracting parties, including, as described above, being qualified by the confidential disclosure letters of the parties, which were made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to BVH’s shareholders. Accordingly, the representations and warranties may not describe the actual state of affairs as of the date of the merger agreement or at any other time, and BVH’s shareholders should not rely on them as statements of fact. The parties’ respective confidential disclosure letters contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the merger agreement. BVH’s shareholders are not third-party beneficiaries of these representations, warranties and covenants under the merger agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of BVH or any of its affiliates or of HGV or any of its affiliates.

The Merger

The merger agreement provides for the merger of Merger Sub with and into BVH, with BVH continuing as the surviving company of the merger and becoming an indirect wholly-owned subsidiary of HGV.

Completion and Effectiveness of the Merger

Under the merger agreement, the closing of the merger will take place on the third business day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions to closing the merger (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions), unless another date is agreed to in writing by HGV and BVH; provided, that if the marketing period has not ended at least three business days prior to the time the closing would have otherwise been required to occur, the closing will be delayed until the earlier to occur of (x) any business day before, during or after the marketing period as may be specified by HGV on no less than three business days’ prior written notice to BVH and (y) three business days following the final day of the marketing period, subject in each case to the satisfaction or waiver of all of the conditions to closing the merger

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(other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver thereof at the closing). We refer to the date on which the completion of the merger occurs as the “closing date.”

Under the merger agreement, “marketing period” means the first period of fifteen consecutive business days commencing on or after the date of the merger agreement throughout which and on the last day of which (i) HGV has received the required information (as defined in the merger agreement) which is compliant (as defined in the merger agreement) and remains compliant throughout the marketing period and (ii) the conditions to closing the merger are and remain satisfied throughout the marketing period (or, to the extent permitted, waived by HGV in its sole discretion) assuming the closing were to be scheduled for any time during the marketing period (excluding conditions that by their nature are to be satisfied at the closing, but provided that throughout the marketing period such conditions are and remain capable of being satisfied); provided that (x) the marketing period shall not be required to be consecutive to the extent it would include November 23, 2023, November 24, 2023, January 15, 2024, February 19, 2024, March 29, 2024, May 24, 2024, May 27, 2024 or July 3, 2024 through July 6, 2024 (any such day to be excluded for purposes of, but shall not reset, the marketing period), (y) notwithstanding anything in this definition to the contrary (other than clause (z) below), if the marketing period has not ended on or prior to December 22, 2023, the marketing period will not commence earlier than January 2, 2024, and (z) the marketing period will be deemed to have been complied with and automatically end on any earlier date on which the debt financing is funded; provided further, that if BVH in good faith reasonably believes that it has provided the required information and that such required information is compliant, it may deliver to HGV a written notice to that effect (stating the date upon which it believes it completed such delivery of required information that is compliant), in which case BVH will be deemed to have complied with such obligation to deliver required information that is compliant, and such fifteen consecutive business day period will be deemed to have commenced on the date such notice is delivered to HGV, unless HGV in good faith reasonably believes BVH has not completed delivery of required information that is compliant and, within three business days after the delivery of such notice by HGV, delivers a written notice to BVH to that effect (stating in good faith and with reasonable specificity which items of required information BVH has not delivered or are not compliant). Notwithstanding anything in this definition to the contrary, the marketing period shall not be deemed to have commenced if, prior to the completion of the marketing period, the required information ceases to be compliant for any reason, in which case the marketing period will not be deemed to commence until HGV has received all of the required information which is compliant, at which time the marketing period will be deemed to have restarted and all of the required information is and shall remain compliant throughout the marketing period.

On the closing date, the parties will file articles of merger in accordance with the relevant provisions of the FBCA. The merger will become effective upon filing of the articles of merger, or at such other date or time as HGV and BVH agree in writing and specify in the articles of merger. At the effective time, all the property (or any interest therein), rights, privileges, powers and franchises of BVH and Merger Sub will vest in BVH as the surviving company, without reversion or impairment, and all debts, liabilities and duties of BVH and Merger Sub will become the debts, liabilities and duties of the surviving company.

Merger Consideration

Subject to the terms and conditions of the merger agreement, at the effective time, by virtue of the merger and without any action on the part of the holder thereof, each share of BVH Class A Common Stock and Class B Common Stock outstanding will be converted into the right to receive $75.00 in cash, without interest and less any applicable withholding taxes. All such shares, when so converted at the effective time, will cease to be outstanding and will automatically be cancelled and cease to exist. Each holder of a share of BVH Class A Common Stock and Class B Common Stock that was outstanding immediately prior to the effective time will cease to have any rights with respect thereto, except the right to receive the merger consideration to which such holder is entitled by virtue of the merger.

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Notwithstanding the foregoing, each share of BVH Class A Common Stock and Class B Common Stock owned, directly or indirectly, by HGV, Merger Sub or any wholly-owned subsidiary of BVH immediately prior to the effective time will be cancelled without consideration therefor.

Restricted Stock Awards in the Merger

Holders of restricted stock awards of BVH’s Class A Common Stock will be entitled to receive the merger consideration in respect of each restricted share outstanding at the effective time. BVH does not have outstanding any options or other equity awards other than restricted stock awards of its Class A Common Stock.

Exchange of BVH Common Stock for the Merger Consideration

Paying Agent

Prior to the effective time, Merger Sub will enter into an agreement with BVH’s transfer agent to act as paying agent for BVH’s shareholders to receive the merger consideration in connection with the merger. At or immediately after the effective time, HGV will deposit with the paying agent cash in an amount sufficient to pay the aggregate merger consideration payable in the merger.

If you are a holder of one or more certificates representing shares of BVH’s Class A Common Stock or Class B Common Stock, then promptly (and in any event within three business days) after the effective time, the paying agent will mail to you a letter of transmittal and instructions for use in effecting the surrender of your certificates in exchange for the merger consideration to which you are entitled in respect of those shares. Upon receipt by the paying agent of your certificates and a duly completed and validly executed letter of transmittal, and such other documents as may be required pursuant to the instructions in the letter of transmittal and otherwise by the paying agent, the paying agent will deliver to you the merger consideration to which you are entitled in respect of your certificated shares.

If you are a holder of book-entry shares of BVH’s Class A Common Stock or Class B Common Stock, you will not be required to deliver a certificate or letter of transmittal to receive the merger consideration to which you are entitled in respect of those shares. Rather, promptly (and in any event within two business days) after the effective time, the paying agent will pay and issue to you the merger consideration to which you are entitled in respect of the book-entry shares.

No Interest

No interest will be paid or will accrue on any portion of the merger consideration payable in respect of any share of BVH Class A Common Stock or Class B Common Stock.

Termination of Rights

At the effective time, the stock transfer books of BVH will be closed, and there will be no further registration of transfers on the stock transfer books of BVH of the shares of BVH’s Class A Common Stock or Class B Common Stock that were outstanding immediately prior to the effective time. After the effective time, each share of BVH’s Class A Common Stock and Class B Common Stock that has not been surrendered will represent only the right to receive, upon such surrender, the merger consideration to which such holder is entitled by virtue of the merger.

Representations and Warranties

The merger agreement contains customary representations and warranties of the parties. These include representations and warranties of BVH with respect to: organization and qualification; capitalization;

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subsidiaries; corporate authority relative to the merger agreement; due execution, delivery and enforceability of the merger agreement; the absence of conflicts and violations; required consents and approvals; SEC reports and filings; financial statements; internal controls and procedures; the absence of undisclosed liabilities; information supplied for merger-related SEC filings; the absence of certain changes or events; litigation; compliance with laws; employee benefit plans; labor matters; environmental matters; tax matters; material contracts; insurance; real property and other assets; timeshare matters; receivables-backed facilities; intellectual property; IT systems, privacy and data protection; absence of leakage; state takeover statutes; affiliate transactions; finders and brokers; and the opinion of its financial advisor.

The merger agreement also contains customary representations and warranties of HGV and Merger Sub, including with respect to: organization and qualification; authority relative to the merger agreement; due execution, delivery and enforceability of the merger agreement; the absence of conflicts and violations; required consents and approvals; SEC reports and filings; financial statements; information supplied for merger-related SEC filings; litigation; activity of Merger Sub; financing; ownership of BVH’s stock; solvency; and finders and brokers.

The representations and warranties of the parties in the merger agreement will expire at the effective time.

Material Adverse Effect

Many of the representations and warranties in the merger agreement are qualified by a “material adverse effect” standard.

A “material adverse effect” with respect to BVH means any event, change, occurrence, circumstance or effect that (A) has had or would reasonably be expected to have a material adverse effect on the financial condition, business or results of operations of BVH and its subsidiaries, taken as a whole, or (B) materially impairs the ability of BVH to consummate the merger or any of the other transactions contemplated by the merger agreement which are to occur at or prior to the closing of the merger; provided, that the determination of whether or not a “material adverse effect” has occurred with respect to BVH shall not take into account any event, change, occurrence, circumstances or effect that, directly or indirectly, constitutes or that results from:

(1) United States, regional, global or international economic conditions (or changes therein), including those affecting financial, credit, foreign exchange or capital market conditions (including changes in interest rates), or other changes generally affecting the timeshare or vacation ownership industry, or the economy or financial or securities markets in the United States, including effects on such industry, economy or markets resulting from any regulatory, political, geopolitical or legislative conditions,

(2) any hurricane, flood, tornado, earthquake, cyberattack, epidemic, pandemic or disease outbreak or other natural disasters or force majeure events,

(3) changes in any applicable laws or GAAP or interpretations thereof by any governmental entity,

(4) any failure by BVH to meet any published analyst estimates or expectations of BVH’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by BVH to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself or any changes in any analysts’ recommendations or ratings with respect to BVH or any of its subsidiaries, in and of itself, (provided, that the facts or occurrences giving rise to or contributing to such failure or change that are not otherwise excluded from the definition of “material adverse effect” shall be taken into account in determining whether there has been a “material adverse effect” with respect to BVH),

(5) any outbreak or escalation of hostilities, any acts of war (whether or not declared) or terrorism or sabotage, in each case arising or occurring after the date of the merger agreement, including any material worsening of such conditions after the date thereof,

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(6) the execution and delivery of the merger agreement, the identity of HGV or any subsidiary of HGV, the pendency or consummation of the merger agreement, the merger or any of the other transactions contemplated thereby, including the effect thereof on the relationships with current or prospective customers, suppliers, distributors, partners, financing sources, employees or sales representatives, or the public announcement of the merger agreement or the merger or other transactions contemplated thereby, including any litigation arising out of or relating to the merger agreement or the merger or other transactions contemplated thereby,

(7) the resolution of any legal or regulatory proceedings set forth in BVH’s SEC filings or in BVH’s confidential disclosure letter,

(8) any action taken by BVH which is expressly required by the merger agreement, and

(9) any actions taken (or omitted to be taken) by BVH at the written request of HGV; provided, that, with respect to clauses (1), (2), (3) and (5), if such event, change, occurrence, circumstance or effect has had a disproportionate adverse effect on BVH and its subsidiaries relative to other companies operating in the timeshare and vacation ownership industry then only the incremental disproportionate adverse effect of such event, change, occurrence, circumstance or effect shall be taken into account for the purpose of determining whether a “material adverse effect” with respect to BVH exists or has occurred.

A “material adverse effect,” or “Parent material adverse effect,” with respect to HGV or Merger Sub means any event, change, occurrence, circumstance, or effect that (A) has had or would reasonably be expected to have a material adverse effect on the financial condition, business or results of operations of HGV and its subsidiaries, taken as a whole, or (B) materially impairs the ability of HGV to consummate the merger or any of the other transactions contemplated by the merger agreement which are to occur at or prior to the closing of the merger; provided, that the determination of whether or not a “material adverse effect” has occurred with respect to HGV or Merger Sub shall not take into account any event, change, occurrence, circumstance, or effect that directly or indirectly, constitutes or that results from:

(1) United States, regional, global or international economic conditions (or changes therein), including those affecting financial, credit, foreign exchange or capital market conditions (including changes in interest rates), or other changes generally affecting the timeshare or vacation ownership industry, or the economy or financial or securities markets in the United States, including effects on such industry, economy or markets resulting from any regulatory, political, geopolitical or legislative conditions,

(2) any hurricane, flood, tornado, earthquake, cyberattack, epidemic, pandemic or disease outbreak or other natural disasters or force majeure events,

(3) changes in any applicable laws or GAAP or interpretations thereof by any governmental entity,

(4) any failure by HGV to meet any published analyst estimates or expectations of HGV’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by HGV to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself, or any changes in any analysts’ recommendations or ratings with respect to HGV or any of its subsidiaries, in and of itself (provided, that the facts or occurrences giving rise to or contributing to such failure or change that are not otherwise excluded from this definition of “material adverse effect” shall be taken into account in determining whether there has been a “material adverse effect” with respect to HGV or Merger Sub),

(5) any outbreak or escalation of hostilities, any acts of war (whether or not declared) or terrorism or sabotage, in each case arising or occurring after the date of the merger agreement, including any material worsening of such conditions after the date thereof,

(6) the execution and delivery of the merger agreement, the identity of BVH or any subsidiary of BVH, the pendency or consummation of the merger agreement, the merger or any of the other transactions contemplated thereby, including the effect thereof on the relationships with current or prospective

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customers, suppliers, distributors, partners, financing sources, employees or sales representatives, or the public announcement of the merger agreement or the merger or other transactions contemplated thereby, including any litigation arising out of or relating to the merger agreement or the merger or other transactions contemplated hereby,

(7) any action taken by HGV which is expressly required by the merger agreement, and

(8) any actions taken (or omitted to be taken) by HGV at the written request of BVH; provided, that, with respect to clauses (1), (2), (3) and (5), if such event, change, occurrence, circumstance, or effect has had a disproportionate adverse effect on HGV and its subsidiaries relative to other companies operating in the timeshare and vacation ownership industry then only the incremental disproportionate adverse effect of such event, change, occurrence, circumstance, or effect shall be taken into account for the purpose of determining whether a “material adverse effect” with respect to HGV or Merger Sub exists or has occurred.

Conduct of Business Before Completion of the Merger

Restrictions on BVH’s Operations

The merger agreement provides for certain restrictions on BVH’s and its subsidiaries’ activities until the earlier of the effective time or the date (if any) that the merger agreement is terminated. In general, except as specifically permitted in the merger agreement, as disclosed in BVH’s confidential disclosure letter, as required by applicable law or as consented to in writing by HGV (which will not be unreasonably withheld, conditioned or delayed), BVH and each of its subsidiaries agreed to conduct its business in the ordinary course of business consistent with past practice in all material respects and use its commercially reasonable best efforts to (1) maintain its material assets and properties in their current condition (subject to normal wear and tear) and (2) preserve substantially intact its business organization and preserve its present relationships with customers, suppliers and other persons with which it has material business relations. In addition, except as specifically permitted or required by the merger agreement, as disclosed in BVH’s confidential disclosure letter, as required by applicable law or as consented to in writing by HGV (which may not be unreasonably withheld or conditioned and which consent may be deemed given if notice is given of the proposed action and HGV does not oppose the action in writing within five business days of BVH providing proper notice to HGV in accordance with the merger agreement), BVH may not, and agreed to cause each of its subsidiaries not to:

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Restrictions on HGV’s Operations

The merger agreement provides for certain restrictions on HGV’s and its subsidiaries’ activities until the earlier of the effective time or the date (if any) that the merger agreement is terminated. In general, except as

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specifically permitted in the merger agreement, as required by applicable law or as consented to in writing by BVH (which consent shall not be unreasonably withheld, conditioned or delayed), HGV and each of its subsidiaries will conduct its business in the ordinary course of business consistent with past practice in all material respects and use commercially reasonable best efforts to (1) maintain its material assets and properties in their current condition (subject to normal wear and tear) and (2) preserve substantially intact its business organization and to preserve its present relationships with customers, suppliers and other persons and entities with which it has material business relations. In addition, except as specifically permitted or required by the merger agreement, as required by applicable law or as consented to in writing by BVH, HGV has agreed not to, and to cause its subsidiaries not to, take any action, or knowingly fail to take any action, that would reasonably be expected to prevent or materially impair or materially delay the merger or otherwise materially adversely affect the satisfaction of the conditions to consummating the merger set forth in the merger agreement or the ability of HGV to perform its obligations pursuant to the merger agreement (including HGV’s obligation to pay the merger consideration and other amounts payable by it pursuant to the merger agreement); or agree, resolve, authorize or commit to do or take any action described above.

Restriction on Solicitation of Other Offers by BVH

Under the terms of the merger agreement, subject to certain exceptions described below, BVH will not and will cause its subsidiaries, and its and their respective officers and directors not to, and BVH will use reasonable best efforts to cause its and its subsidiaries’ other representatives to not, directly or indirectly:

In addition, under the merger agreement, BVH has agreed that it will and will cause its subsidiaries, and its and their respective officers and directors to, and BVH will use its reasonable best efforts to cause its and its subsidiaries’ other representatives to, (i) cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties that constitute or could reasonably be expected to lead to an acquisition proposal, (ii) terminate any such third party’s access to any physical or electronic data rooms with respect to an acquisition proposal and (iii) request that any such third party and its representatives promptly (A) destroy or return all confidential information concerning BVH or any of its subsidiaries furnished by or on behalf of BVH or any of its subsidiaries and (B) destroy all analyses and other materials prepared by or on behalf of such person that contain, reflect or analyze such confidential information.

Notwithstanding the prohibitions described above, if prior to shareholder approval of the merger agreement, BVH receives an unsolicited bona fide written acquisition proposal that did not result from a breach of BVH’s non-solicitation obligations, and BVH’s board of directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that (i) such acquisition proposal constitutes, or would reasonably be expected to lead to, a superior proposal and (ii) failure to take either of the following actions would be inconsistent with BVH’s board of directors’ exercise of its fiduciary duties under Florida law, then BVH may

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(a) furnish information with respect to BVH and its subsidiaries to the person making such acquisition proposal and (b) participate in discussions or negotiations with such person and its representatives regarding such acquisition proposal; provided, however, that BVH will provide or make available to HGV any material non-public information concerning BVH or any of its subsidiaries that is provided to the person making such acquisition proposal or its representatives which was not previously provided or made available to HGV at the same time as such information is made available to such person or its representatives.

For purposes of this proxy statement and the merger agreement:

Adverse Recommendation Change

Notwithstanding the foregoing, prior to shareholder approval of the merger agreement, BVH’s board of directors may (i) withdraw or modify in a manner adverse to HGV or Merger Sub, or publicly propose to withdraw or modify in a manner adverse to HGV or Merger Sub, its recommendation of the merger agreement or the merger, or approve or recommend, or publicly propose to approve or recommend, any acquisition proposal (any of such actions, an “adverse recommendation change”), or (ii) cause BVH to enter into an alternative acquisition agreement with respect to a superior proposal and terminate the merger agreement (any action described in clause (i) or (ii) being a “fundamental action”) if (A) an unsolicited, bona fide written acquisition proposal that did not result from a material breach of BVH’s non-solicitation obligations is received by BVH, and (B) BVH’s board of directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that (w) such acquisition proposal constitutes a superior proposal and (x) a failure to effect a fundamental action in response to such acquisition proposal would be inconsistent with the directors’ fiduciary duties under applicable law.

Prior to taking a fundamental action, BVH must provide HGV with four business days’ prior written notice, which notice must set forth in writing whether BVH’s board of directors intends to take such fundamental action and include, if applicable, the then-current draft of such alternative acquisition agreement. In addition, to the extent requested by HGV, BVH will, and will cause its representatives to, negotiate in good faith with HGV to revise the merger agreement in a manner that would eliminate the need for BVH’s board of directors to take such fundamental action, and BVH’s board of directors must make the required determination regarding its fiduciary duties again at the end of such four business day negotiation period (after taking into account in good faith the amendments to the merger agreement proposed by HGV, if any).

For purposes of this proxy statement and the merger agreement, “alternative acquisition agreement” means, other than a permitted confidentiality agreement, any acquisition agreement, merger agreement, arrangement

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agreement, option agreement, joint venture agreement, partnership agreement, license agreement, legally binding letter of intent, legally binding memorandum of understanding, agreement in principle or any other similar legally binding agreement or document relating to any acquisition proposal.

Special Meeting

BVH agreed to hold a special meeting of its shareholder as soon as reasonably practicable following the clearance of this proxy statement by the SEC for the purpose of voting on the merger agreement and the transactions contemplated thereby.

Efforts to Complete the Merger; HSR Approval

Under the merger agreement, HGV and BVH are required to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the merger agreement at the earliest practical date, including using reasonable best efforts to cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act, except to the extent any such action would reasonably be expected to, individually or in the aggregate, materially reduce the reasonably anticipated benefits to HGV of the transactions contemplated by the merger agreement or impact HGV, BVH or their respective subsidiaries in a manner or amount that is material relative to the value of BVH and its subsidiaries, taken as a whole. HGV and BVH each agreed to prepare and file as promptly as practicable, and in any event by no later than ten business days from the date of the merger agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act. Each party filed its Notification and Report Form on November 14, 2023.

Employee Matters

From and after the closing date until December 31, 2024, HGV will provide or cause its affiliates to provide to each employee of BVH or any of its subsidiaries who continues employment with HGV or any of its affiliates, including the surviving company and its subsidiaries, following the effective time (each, a “continuing employee”) with (i) cash compensation, including salary (or wage) and bonus, and (ii) except as otherwise provided in below, employee benefits (excluding, however, all equity plans) that are substantially comparable, in the aggregate, to the cash compensation and benefit plans provided to similarly situated employees of HGV or its affiliates.

HGV will provide, or cause its affiliates to provide, each continuing employee who is terminated without cause by HGV or its affiliates during the eighteen month period immediately following the effective time with the greater of (1) the severance set forth in BVH’s confidential disclosure letter and (2) severance which is substantially comparable in the aggregate to the severance provided by HGV and its affiliates to their own similarly-situated employees, and, in either case, plus the amount of any accrued and unpaid compensation, including salary (or wages) and bonuses; provided, however, that for purposes of determining years of service, each continuing employee will be credited with (i) the service with which he or she was credited for severance purposes with BVH or the subsidiary employing the continuing employee as of the effective time, plus (ii) his or her service with HGV and its affiliates after the effective time; provided, however, that such benefit payments will be conditioned on execution of a customary release of claims in a form reasonably satisfactory to HGV and applicable to similarly situated employees of HGV or its affiliate; provided, further, that, for any terminated continuing employee with the position of director or above, any such release will only contain a non-competition covenant if reasonably determined to be necessary by HGV and the non-compete period will be the shorter of one year and the applicable severance pay period.

With respect to any employee benefit plan of HGV or any of its affiliates in which any continuing employee becomes eligible to participate on or after the effective time, HGV will, or will cause its affiliates to, use

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commercially reasonable efforts to, amend such plan, or cause the plan administrator of such plan, to exercise administrative discretion to, (i) waive preexisting conditions limitations, actively at work requirements, and exclusion and waiting periods with respect to participation and coverage requirements to the extent they were inapplicable to, or were satisfied under, any BVH employee benefit plan in which such continuing employee participated prior to the effective time; and (ii) cause each continuing employee to receive full credit for periods of service with BVH (including eligibility to participate, vesting, vacation entitlement and severance benefits) under each HGV employee benefit plan in which such continuing employee becomes or may become a participant. As of the effective time, HGV will credit to continuing employees the amount of vacation time that such employees had accrued under any vacation policy or arrangement as of the effective time (which will be the amount accrued from year end through the effective time). With respect to each HGV employee benefit plan that is a health plan, HGV will use commercially reasonable efforts to amend such HGV employee benefit plan, or cause the plan administrator of such plan to exercise administrative discretion, where permitted, to (i) cause to be waived any eligibility waiting period, any evidence of insurability requirement and the application of any pre-existing condition limitation under such plan; and (ii) cause each continuing employee to be given credit under such health plan with respect to the plan year in which the effective time occurs for amounts (such as deductibles, co-payments, out-of-pocket maximums or similar items) paid under any similar employee benefit plan by such continuing employee, and for which verification is provided by the insurer or third party administrator of such plan, as though such amounts had been paid in accordance with the terms and conditions of any applicable HGV employee benefit plan.

BVH agreed to terminate its 401(k) Plan effective the day prior to the effective time (subject to the consummation of the merger), on terms reasonably acceptable to HGV and to simultaneously amend the 401(k) Plan to the extent necessary to comply with all applicable laws to the extent not previously amended. Such termination will provide that all participants in the 401(k) Plan will be fully vested in their account balances thereunder; and BVH will notify the 401(k) Plan participants and beneficiaries of such termination prior to the effective time pursuant to the requirements of applicable law. HGV has agreed to use commercially reasonable efforts to permit all continuing employees who were eligible to participate in BVH’s 401(k) Plan immediately prior to its termination to participate in a defined contribution retirement plan of HGV with a 401(k) feature and permit continuing employees to elect the rollover of 401(k) plan assets in cash and with respect to loans, in kind, to such 401(k) plan of HGV. HGV agreed to take such actions as may be reasonably necessary or advisable in furtherance thereof following the closing.

HGV also agreed to assume and be responsible for the payment of certain amounts to the executive officers of BVH, as set forth in the section of this proxy statement entitled “The Merger–Interests of BVH’s Directors and Executive Officers in the Merger.”

Directors’ and Officers’ Indemnification, Exculpation and Insurance

The merger agreement requires HGV, for a period of six years following the closing, to indemnify and hold harmless each present and former officer, director, manager or fiduciary of BVH or any of its subsidiaries and acting in such capacity (the “indemnified parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any action or other proceeding arising out of or pertaining to matters existing or occurring at or prior to the effective time (including the merger agreement and the transactions and actions contemplated thereby), whether asserted or claimed prior to, at or after the effective time and advance expenses to indemnified parties in connection therewith, to the fullest extent permitted under BVH’s or such subsidiaries’ organizational documents as in effect on the date of the merger agreement.

The merger agreement also requires HGV to maintain for six years following the closing either the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by BVH and its subsidiaries or cause to be provided substitute policies or purchase or cause the surviving company to purchase, a “tail policy,” in either case of at least the same coverage and amounts containing terms and conditions that are

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not less advantageous in the aggregate than such policy with respect to matters arising on or before the effective time; provided, however, that after the effective time, HGV will not be required to pay with respect to such insurance policies in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by BVH prior to the date of the merger agreement in respect of the coverage required to be obtained pursuant thereto, but in such case will purchase as much coverage as reasonably practicable for such amount; provided further, that if the surviving company purchases a six year “tail policy” and the coverage thereunder costs more than 600% of such last annual premium, the surviving company will purchase the maximum amount of coverage that can be obtained for 600% of such last annual premium.

Financing

HGV and Merger Sub have agreed to use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper and advisable to arrange, consummate and obtain debt financing for the merger as promptly as practicable, but in any event on or prior to the closing. HGV has agreed to keep BVH informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange, consummate and obtain the debt financing for the merger.

Prior to the closing or the earlier expiration or termination of the marketing period, BVH and each of its direct and indirect subsidiaries will, and will use reasonable best efforts to cause their respective officers, directors, employees and representatives to, at HGV’s sole cost and expense, provide customary cooperation to HGV in connection with such debt financing as may be reasonably requested by HGV, including by:

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provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of BVH and its subsidiaries and no such cooperation will require (a) BVH or any of its subsidiaries to incur any liability or pay any fee or expense in connection with the debt financing prior to the closing, (b) BVH or any of its subsidiaries (i) in the case of individuals, to deliver, or be required to deliver, any certificate or instrument or take any action that would reasonably be expected to result in any personal liability or (ii) to make any representation, warranty or certification which BVH or such subsidiary has determined in good faith is not true, (c) the pre-closing board of directors or managers (or other managing person or group) of BVH or any of its subsidiaries or any committee thereof to adopt a consent or resolutions approving the agreements, documents and instruments pursuant to which the debt financing is obtained or incur any personal liability, (d) BVH or any of its subsidiaries to execute prior to the closing any financing documents that will be effective prior to the closing, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the debt financing, other than as may be expressly set forth above, (e) BVH or any of its

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subsidiaries to take any corporate or similar actions that will be effective prior to the closing to permit the consummation of the debt financing, (f) BVH or any of its subsidiaries to provide cooperation that BVH or such subsidiary reasonably believes would (i) conflict with or violate, result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any applicable law or material contract (but BVH will take reasonable steps to provide such information or cooperation in a manner that does not violate any such applicable law or material contract), (ii) result in the loss of attorney-client privilege or other similar legal privilege (but BVH will take reasonable steps to provide such information or cooperation in a manner that does not violate any such privilege) or (iii) cause any of BVH’s representations or warranties in the merger agreement to be breached or any condition precedent set forth in the merger agreement to fail to be satisfied, (g) BVH or any of its subsidiaries to consent to the pre filing of UCC-1s or the grant of liens BVH’s or any of its subsidiaries’ assets prior to the closing, or (h) require BVH or any of its subsidiaries to prepare or deliver any financial statements or financial information in a form not customarily prepared by BVH or any financial information with respect to a fiscal period that has not yet ended, or for which the applicable quarterly or annual report has not been filed with the SEC or the delivery of projections, pro forma financial information or any other forward-looking information, in each case, other than the required information.

HGV and Merger Sub agreed to indemnify, defend and hold harmless BVH, its subsidiaries’ and its and their respective shareholders, managers, members, officers, directors, employees, other affiliates, agents and representatives from and against any and all losses in connection with any such assistance and any information used in connection therewith (subject to certain exceptions). HGV has agreed to promptly upon BVH’s request reimburse BVH for all reasonable out-of-pocket and documented costs and expenses incurred by BVH and its subsidiaries in connection with such cooperation.

On November 6, 2023, HGV disclosed that it has received financing commitments from Bank of America, Deutsche Bank, Barclays and J.P. Morgan to consummate the merger, which are subject to customary conditions.

Indebtedness

BVH has agreed to use reasonable best efforts to obtain an amendment to the loan obtained by it in connection with its acquisition of a resort in Panama City Beach, Florida to allow BVH to prepay all amounts outstanding on the loan at closing. BVH also agreed to deliver, or cause to be delivered to HGV, executed copies of customary payoff letters from the agent, lenders and/or creditors for certain other indebtedness of BVH, together with certain other related documents. HGV has agreed to pay off or cause to be paid off at or as promptly as practicable after the effective time, but in any event on the closing date, the total amount required to be paid to pay off and satisfy such funded indebtedness in full and use reasonable best efforts to provide all customary cooperation as may be reasonably requested by BVH to assist BVH in connection with these obligations.

BVH has agreed to use reasonable best efforts to obtain and deliver, or cause to be delivered, to HGV, commitment letters pursuant to which lenders under certain of BVH’s receivables-backed facilities agree to provide any necessary consents or waivers to a change of control resulting from the merger and amend certain provisions under the facilities, including, but not limited to, modify the change of control provisions to permit BVH and its subsidiaries to complete the transactions contemplated by the merger agreement, the financial covenants and financial reporting obligations to conform in all material respects to the financial covenants and financial reporting obligations applicable to HGV or its subsidiaries under its or their comparable facilities, and, with respect to one of such facilities, the prepayment provisions to allow for an earlier optional or voluntary prepayment, in full or in part, than is currently contemplated. BVH has also agreed to us reasonable best efforts to obtain amendments to certain other facilities to modify the financial covenants and financial reporting obligations set forth therein to conform in all material respects to the financial covenants and financial reporting obligations applicable to HGV or its subsidiaries under its or their comparable facilities.

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Other Covenants and Agreements

The merger agreement contains certain other covenants and agreements, including covenants relating to:

Conditions to the Merger

The obligations of HGV, Merger Sub and BVH to effect the merger will be subject to the satisfaction of each of the following conditions, any and all of which may be waived in whole or in part by HGV, Merger Sub and BVH, as the case may be, to the extent permitted by applicable law:

The obligations of BVH to consummate the merger will be further subject to the satisfaction or waiver of the following conditions:

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The obligations of HGV and Merger Sub to consummate the merger will be further subject to the satisfaction or waiver of the following conditions:

Termination of the Merger Agreement

Termination by HGV or BVH

The parties may mutually agree to terminate the merger agreement before completing the merger. In addition, either HGV or BVH may terminate the merger agreement:

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Termination by BVH

In addition, BVH may terminate the merger agreement:

Termination by HGV

In addition, HGV may terminate the merger agreement:

Termination Fee and Remedies

If, prior to shareholder approval of the merger agreement, BVH terminates the merger agreement to allow BVH to enter into a definitive agreement for a superior proposal or HGV terminates the merger agreement following BVH’s board of directors making an adverse recommendation change, BVH will be required to pay HGV a termination fee of $41,500,000. The termination fee will also be payable if (i) the merger agreement is terminated by BVH or HGV due to the merger agreement not being approved by BVH’s shareholders, (ii) a competing acquisition proposal has been publicly announced after the date of the merger agreement and not withdrawn prior to the merger agreement not being approved by BVH’s shareholders and (iii) BVH enters into,

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or its board of directors approves or recommends to BVH’s shareholders, a definitive agreement providing for a competing acquisition proposal within twelve months after the date of termination and such transaction is subsequently consummated, in which case the termination fee will be payable by BVH upon the completion of such transaction. In no event will BVH be required to pay the termination fee on more than one occasion.

Each party may also be liable for any damages resulting from a pre-termination breach of the merger agreement.

In addition to money damages, the merger agreement provides that the parties shall be entitled to specific performance, including an injunction to prevent breaches of the merger agreement and to enforce specifically the obligations of the parties under the merger agreement in accordance with its terms

Fees and Expenses

Except as expressly set forth in the merger agreement, including with respect to the required filing under the HSR Act and the reasonable out-of-pocket expenses of BVH in connection with its cooperation with HGV regarding its financing of the merger (the expenses of which in each case shall be borne by HGV), all expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such expenses.

Delisting and Deregistration of BVH’s Common Stock

Prior to the effective time, BVH will cooperate with HGV and use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done all things, necessary, proper or advisable on its part to cause the termination of trading of BVH’s Class A Common Stock and Class B Common Stock on the NYSE and the OTCQX, respectively, and the deregistration of shares of BVH’s Class A Common Stock and Class B Common Stock under the Exchange Act, in each case, as promptly as practicable after the effective time.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

The merger agreement and all matters and transactions contemplated thereby or related thereto will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction, provided, that provisions respecting the consummation, effect and consequences of the merger under the FBCA shall be interpreted, construed and governed by and in accordance with the FBCA, and provided further that any disputes related to any actions or proceedings against or involving any debt financing source (as defined in the merger agreement), the performance thereof of the financings contemplated thereby or the transactions contemplated hereby shall be governed by the laws of the State of New York (except for the interpretation of any provision in the merger agreement) without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principals of New York.

The parties have irrevocably agreed to submit themselves to the personal jurisdiction of the Delaware Court of Chancery in connection with any matter based upon or arising out of the merger agreement or any of the transactions contemplated by the merger agreement or the actions of HGV, Merger Sub or BVH in the negotiation, execution or performance of the merger agreement (or, in the event the Delaware Court of Chancery lacks jurisdiction over such matter, the other state or federal court within the State of Delaware), with customary exceptions relating to debt financing.

Each party has further acknowledged and agreed that any controversy which may be connected with, arise out of or otherwise relate to the merger agreement, any instrument or other document delivered pursuant to the merger agreement or the transactions contemplated by the merger agreement is expected to involve complicated

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and difficult issues, and therefore each party has irrevocably and unconditionally waived to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any proceeding, directly or indirectly, connected with, arising out of or otherwise relating to the merger agreement, any instrument or other document delivered pursuant to the merger agreement or the transactions contemplated by the merger agreement.

Amendments and Modification

The merger agreement may be amended, modified or supplemented by mutual agreement of the parties at any time prior to the effective time; provided, however, that after shareholder approval of the merger agreement, no amendment may be made that pursuant to applicable law requires further approval or adoption by BVH’s shareholders without such further approval or adoption. In addition, certain provisions may not be amended in a manner that is materially adverse to HGV’s debt financing sources without their prior written consent.

Extensions and Waivers

At any time prior to the effective time, the parties may, to the extent permitted by applicable law, (a) extend the time for the performance of any of the obligations or acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in the merger agreement or any document delivered pursuant thereto or (c) subject to applicable law, waive compliance with any of the agreements or conditions of the other parties contained herein; provided, however, that after shareholder approval of the merger agreement, no waiver may be made that pursuant to applicable law requires further approval or adoption by BVH’s shareholders without such further approval or adoption; provided, further, that certain provisions may not be waived in a manner that is materially adverse to HGV’s debt financing sources without their prior written consent.

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PROPOSAL 1: MERGER AGREEMENT PROPOSAL

At the special meeting, BVH’s shareholders will be asked to consider and vote upon the merger agreement and the transactions contemplated thereby, including the merger, all as described in greater detail elsewhere in this proxy statement, including the sections entitled “The Merger” and “The Merger Agreement” above. The approval of the merger agreement and the transactions contemplated thereby is one of the conditions to closing the merger.

Approval of the merger agreement and the transactions contemplated thereby requires the affirmative vote of holders of (i) shares of BVH’s Class A Common Stock and Class B Common Stock representing a majority of the votes entitled to be cast in the aggregate by all holders of BVH’s Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of BVH’s Class B Common Stock as a separate class.

You may vote for or against, or abstain from voting on, the merger agreement and the transactions contemplated thereby. Any abstentions or failures to vote, including broker non-votes, if any, will have the same effect as a vote against the merger agreement and the transactions contemplated thereby.

The vote on the merger agreement and the transactions contemplated thereby is a vote separate and apart from the vote on the advisory compensation proposal.

As discussed in the section of this proxy statement entitled “Recommendation of the BVH Board and its Reasons for the Merger,” BVH’s board of directors has unanimously determined that the merger agreement and the transactions contemplated thereby are fair to, and in the best interests of, BVH’s shareholders and, accordingly, approved the merger agreement and the transactions contemplated thereby.

BVH’s board of directors unanimously recommends that BVH’s shareholders vote “FOR”

the approval of the merger agreement proposal.

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PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that BVH’s shareholders be provided with the opportunity at the special meeting to vote, on a non-binding advisory basis, on the compensation that may be paid or become payable to BVH’s named executive officers that is based on or otherwise relates to the merger, which is disclosed in the section of this proxy statement entitled “The Merger – Interests of BVH’s Directors and Executive Officers in the Merger – Named Executive Officer Merger-Related Compensation.”

Accordingly, BVH’s shareholders will be asked to approve the following resolution at the special meeting:

“RESOLVED, that the shareholders of BVH approve, on a nonbinding, advisory basis, the compensation that will or may become payable to BVH’s named executive officers that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section of the proxy statement for the special meeting entitled “The Merger – Interests of BVH’s Directors and Executive Officers in the Merger – Named Executive Officer Merger-Related Compensation.”

The advisory compensation proposal will be approved, on a non-binding, advisory basis, if the votes cast for the proposal exceed the votes cast against the proposal. Abstentions and failures to vote, including broker non-votes, if any, will have no impact on the advisory compensation proposal.

The vote on the advisory compensation proposal is a vote separate and apart from the vote on the merger agreement and the transactions contemplated thereby.

The vote on the advisory compensation proposal is advisory only and will not be binding upon BVH or its board of directors and approval of the advisory compensation proposal is not a condition to completion of the merger. In addition, because the underlying arrangements regarding the compensation payable in connection with the merger are contractual in nature and not, by their terms, subject to shareholder approval, the right of BVH’s named executive officers to receive such compensation if the merger is consummated will not be affected by the outcome of the advisory vote.

BVH’s board of directors unanimously recommends that BVH’s shareholders vote “FOR”

the approval of the advisory compensation proposal.

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THE VOTING AND SUPPORT AGREEMENTS

The following summary describes certain material provisions of the voting and support agreements entered into by Alan B. Levan and John E. Abdo in connection with BVH’s entry into the merger agreement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the voting and support agreements of Alan B. Levan and John E. Abdo, copies of which are attached to this proxy statement as Annex B and Annex C, respectively, and are incorporated by reference into this proxy statement. The rights and obligations of the parties to the voting and support agreements are governed by the express terms and conditions of such agreements and not by this summary or any other information contained in this proxy statement. You are urged to read the voting and supports agreements carefully and in their entirety.

As a condition and inducement to HGV’s entry into the merger agreement, concurrently with the execution of the merger agreement, Alan B. Levan and John E. Abdo entered into voting and support agreements with HGV. Subject to the terms and conditions of the voting and support agreements, Mr. Alan Levan and Mr. Abdo agreed, among other things, to vote the shares of BVH’s Class A Common Stock and Class B Common Stock owned, directly or indirectly, by them in favor of the approval and adoption of the merger agreement and the transactions contemplated thereby and against any action or agreement that would reasonably be expected to result in any condition to the consummation of the merger not being satisfied, any acquisition proposal or any related proposal in furtherance thereof, and any proposal or action that would reasonably be expected to materially delay, materially postpone or materially adversely affect the consummation of the merger and the other transactions contemplated by the merger agreement. However, in the event that BVH’s board of directors changes its recommendation to shareholders with respect to the merger agreement and causes BVH to terminate the merger agreement in order to enter into a definitive agreement with respect to a superior proposal, Mr. Alan Levan and Mr. Abdo will no longer be bound by any of their respective obligations under the voting and support agreements.

As previously described, the approval of the merger agreement and the transactions contemplated thereby requires the affirmative vote of the holders of (i) shares of BVH’s Class A Common Stock and Class B Common Stock representing a majority of the votes entitled to be cast in the aggregate by all holders of BVH’s Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of BVH’s Class B Common Stock as a separate class. The shares covered by the voting and support agreements represent in the aggregate approximately 66% of the aggregate voting power of BVH’s Class A Common Stock and Class B Common Stock and approximately 77% of the total number of outstanding shares of BVH’s Class B Common Stock. Accordingly, the vote of the shares covered by the voting and support agreements in favor of the merger agreement and the transactions contemplated thereby would be sufficient to approve the merger agreement and the transactions contemplated thereby on behalf of BVH’s shareholders without the affirmative vote of any other shareholder of BVH.

In addition to their voting obligations, Mr. Alan Levan and Mr. Abdo have agreed in the voting and support agreements (a) not to transfer any of the shares covered by the voting agreement or any shares of BVH’s Class A Common Stock or Class B Common Stock acquired, directly or indirectly, by them following the date of the voting and support agreements, (b) not to, directly or indirectly, engage in any stockholder activism with respect to HGV adverse to the HGV’s board of directors for a period of one year following the effective time of the merger, (c) to (and to cause the holders of the shares covered by the voting and support agreements and use his reasonable best efforts to cause his and their respective representatives to) comply with the “no-shop” obligations applicable to the representatives of BVH pursuant to the merger agreement as if each of them was a party thereto, and (d) to terminate, or cause to be terminated, agreements between each of them and certain of their respective affiliates, on the one hand, and BVH or any of its subsidiaries, on the other hand, effective not later than the closing of the merger. Each voting and support agreement also contains a mutual non-disparagement provision. Each of Mr. Levan and Mr. Abdo has granted an irrevocable proxy coupled with an interest to vote the shares covered by his voting and support agreement in accordance with the terms thereof in the event of his death or incapacity.

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Each voting and support agreement will expire if the merger is not consummated by August 5, 2024, subject to earlier termination as indicated above.

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MARKET PRICE OF BVH’S COMMON STOCK

BVH’s Class A Common Stock is listed on the NYSE under the symbol “BVH.” BVH’s Class B Common Stock is traded on the OTCQX under the symbol “BVHBB.” The following table shows, for the periods indicated, the range of high and low per share sales prices for BVH’s Class A Common Stock and Class B Common Stock as quoted on the NYSE and the OTCQX, respectively.

On November 3, 2023, the last trading day prior to the announcement of the merger agreement, the closing price of BVH’s Class A Common Stock was $35.52 and the closing price of BVH’s Class B Common Stock was $34.01. On December 8 , 2023, the last practicable trading day prior to the date of this proxy statement, the closing price of BVH’s Class A Common Stock was $74.17 and the closing price of BVH’s Class B Common Stock was $72.00. Shareholders are encouraged to obtain current market quotations for BVH’s Class A Common Stock and Class B Common Stock in connection with their decision of how to vote their shares. Shareholders are cautioned, however, that the trading price of BVH’s Class A Common Stock and Class B Common Stock has been, and during the pendency of the merger is expected to continue to be, impacted by the fact that BVH has entered into the merger agreement and investor speculation as to the likelihood and anticipated timing of the closing of the merger.

BVH has paid regular quarterly cash dividends on its Class A Common Stock and Class B Common Stock since the second quarter of 2022. The regular quarterly cash dividend was in the amount of $0.15 per share during each of the second, third and fourth quarter of 2022 and $0.20 per share during each quarter of 2023. The dividend for the fourth quarter of 2023 is payable in December 2023. Under the terms of the merger agreement, during the pendency of the merger BVH is permitted, in the discretion of its board of directors, to continue paying regular quarterly cash dividends on its Class A Common Stock and Class B Common Stock consistent with past practice but is otherwise prohibited from paying dividends on its capital stock. If the merger is consummated, BVH’s shareholders will no longer receive dividends from BVH as BVH will be an indirect wholly-owned subsidiary of HGV and there will be no further market for BVH’s Class A Common Stock or Class B Common Stock.

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SECURITY OWNERSHIP OF CERTAIN OF BENEFICIAL OWNERS AND

MANAGEMENT

The following table sets forth, as of December 8, 2023, certain information as to persons known by BVH to own in excess of 5% of the outstanding shares of BVH’s Class A Common Stock and/or Class B Common Stock. In addition, the table includes information regarding the shares of BVH’s Class A Common Stock and Class B Common Stock beneficially owned by (i) each named executive officer of BVH, (ii) each of BVH’s directors and (iii) BVH’s directors and executive officers as a group. Management knows of no person, except as listed below, who beneficially owned more than 5% of the outstanding shares of BVH’s Class A Common Stock or Class B Common Stock as of December 8, 2023. Except as otherwise indicated, the information provided in the following table was obtained from filings with the SEC and BVH pursuant to the Exchange Act. For purposes of the following table, in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares which such person has or shares, directly or indirectly, voting or investment power, or which such person has the right to acquire beneficial ownership of at any time within 60 days after December 8, 2023. As used herein, “voting power” is the power to vote, or direct the voting of, shares, and “investment power” includes the power to dispose of, or direct the disposition of, such shares. Unless otherwise noted, each person listed in the table below has sole voting and investment power over the shares beneficially owned by such person and the address of each person listed in the table below is c/o Bluegreen Vacations Holding Corporation, 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431.

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FUTURE SHAREHOLDER PROPOSALS

If the merger is completed, BVH will not hold subsequent annual meetings of its shareholders.

If the merger agreement is not completed for any reason, BVH will hold an annual meeting of its shareholders in 2024 and the following procedures will apply with respect to shareholder proposals for such annual meeting:

Under BVH’s bylaws (“BVH’s Bylaws”), no business may be brought before an annual meeting of shareholders unless it is specified in the notice of the annual meeting of shareholders or is otherwise brought before the annual meeting of shareholders by or at the direction of BVH’s board of directors or by a shareholder entitled to vote who has delivered written notice to BVH’s Secretary (containing certain information specified in BVH’s Bylaws about the shareholder and the proposed action) not less than 90 or more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders. However, if the date of BVH’s annual meeting of shareholders changes by more than 30 days from the date of the preceding year’s annual meeting of shareholders, written notice of the proposed business must be received by BVH within ten days after BVH first mails notice of or publicly discloses the date of the annual meeting of shareholders. For BVH’s 2024 Annual Meeting of Shareholders, if any, BVH must receive shareholder notice of a director nomination (i) between August 23, 2024 and September 22, 2024 or (ii) if BVH’s 2024 Annual Meeting of Shareholders, if any, is held more than 30 days before or after December 21, 2024, within ten days after BVH first mails notice of or publicly discloses the date of the meeting. In addition, any shareholder who wishes to submit a nomination to BVH’s board of directors must deliver written notice of the nomination within the applicable time period set forth above and comply with the information requirements in BVH’s Bylaws relating to shareholder nominations. These requirements are separate from and in addition to the SEC’s requirements that a shareholder must meet in order to have a shareholder proposal included in BVH’s proxy statement for its 2024 Annual Meeting of Shareholders, if any.

BVH’s Bylaws are filed as Exhibit 3.1 to BVH’s Current Report on Form 8-K filed with the SEC on October 21, 2019 and can be obtained on the SEC’s EDGAR website at www.sec.gov. Shareholders may also contact BVH’s Secretary at BVH’s principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates.

Shareholders interested in submitting a proposal for inclusion in the proxy materials for BVH’s 2024 Annual Meeting of Shareholders, if any, may do so by following the procedures relating to shareholder proposals set forth in the rules and regulations promulgated under the Exchange Act. To be eligible for inclusion, shareholder proposals must be received by BVH’s Secretary at BVH’s principal executive offices by August 2, 2024 or, if BVH’s 2024 Annual Meeting of Shareholders, if any, is held more than 30 days before or after December 21, 2024, then by the deadline as set forth in a BVH filing with the SEC, which will be a reasonable time before BVH begins to print and send its proxy materials.

In addition to satisfying the requirements under BVH’s Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than BVH’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

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WHERE YOU CAN FIND MORE INFORMATION

BVH files annual, quarterly and current reports, proxy statements and other information with the SEC. BVH’s SEC filings are available to the public at the internet website maintained by the SEC at www.sec.gov. You will also be able to obtain these documents, free of charge, on BVH’s website at www.ir.bvhcorp.com.

The SEC allows BVH to incorporate certain information into this proxy statement by reference to other information that has been filed with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information that is superseded by information in this proxy statement or by more recent information incorporated by reference into this proxy statement. The documents that are incorporated by reference contain important information about BVH, and you should read this proxy statement together with the documents incorporated by reference herein.

This document incorporates by reference the following documents that have previously been filed with the SEC by BVH:

In addition, BVH incorporates by reference any documents it may file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this proxy statement and prior to the date of the special meeting of BVH’s shareholders or the earlier termination of the merger agreement; provided, however, that BVH is not incorporating by reference any information furnished (but not filed), except as may be expressly set forth to the contrary.

You may obtain copies of any of the documents incorporated by reference herein (not including exhibits to such documents unless such exhibits are specifically incorporated by reference into those documents or this proxy statement), without charge, upon written or oral request to BVH as follows:

Bluegreen Vacations Holding Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

Attention: Investor Relations

(954) 399-7193

To obtain timely delivery of these documents before the special meeting of BVH’s shareholders, it is suggested that you request the information no later than January 4, 2024 (which is five business days before the date of the special meeting).

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MISCELLANEOUS

BVH has supplied all information relating to BVH, and HGV has supplied, and BVH has not independently verified, all of the information relating to HGV and Merger Sub contained in this proxy statement.

You should rely only on the information contained in or incorporated by reference herein in connection with any vote, the giving or withholding of any proxy or any investment decision in connection with the merger agreement. BVH has not authorized anyone to provide you with information that is different from that contained in or incorporated by reference herein. This proxy statement is dated December 11, 2023. You should not assume that the information contained in this proxy statement is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference herein is accurate as of any date other than the date of the incorporated document unless the information specifically indicates that another date applies. The mailing of this proxy statement to BVH’s shareholders will not create any implication to the contrary.

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Annex A

AGREEMENT AND PLAN OF MERGER

among

HILTON GRAND VACATIONS INC.,

HEAT MERGER SUB, INC.

and

BLUEGREEN VACATIONS HOLDING CORPORATION

Dated as of November 5, 2023

TABLE OF CONTENTS

A-ii

A-iii

INDEX OF DEFINED TERMS