SCHEDULE TO
This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by BBX Capital, Inc., a Florida corporation (the “Company”), with respect to its offer to purchase up to 1,000,000 shares of its Class A Common Stock, par value $0.01 per share (the “Shares”), at a price of $10.00 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated November 22, 2022 (as amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B) and which, collectively with the Offer to Purchase, constitute the “Offer.”
This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to the items of this Schedule TO, as more particularly described below.
Item 1. | Summary Term Sheet. |
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
Item 2. | Subject Company Information. |
(a) The name of the issuer is BBX Capital, Inc., a Florida corporation. The address of the Company’s principal executive office is 201 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301, and the Company’s telephone number at such address is (954) 940-4900.
(b) The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 7 of the Offer to Purchase (“Price Range of the Shares; Dividends; Share Repurchases”) is incorporated herein by reference.
Item 3. | Identity and Background of Filing Person. |
(a) The Company is the filing person. The name, business address and business telephone number of the Company are set forth in Item 2(a) above and are incorporated into this Item 3(a) by reference. In addition, the information set forth in Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item 4. | Terms of the Transaction. |
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | | Section 1 (“Terms of the Tender Offer; Number of Shares; Proration”); |
| • | | Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”); |
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