UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 2020
BBX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
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Florida | 000-56177 | 82-4669146 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
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401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida | 33301 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 954-940-4900
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(Former name or former address, if changed since last report.) |
Securities registered pursuant to Section 12(b) of the Act: None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[X]
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Item 8.01 Other Events
Item 8.01 Other Events.
As previously disclosed, BBX Capital, Inc. (the “Company”) entered into a Rights Agreement dated September 25, 2020, with American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”), pursuant to which the Company distributed one preferred share purchase right (each, a “Right”) in respect of each share of the Company’s Class A Common Stock and Class B Common Stock. Subject to the terms and conditions of the Rights Agreement, including certain exceptions set forth in the Rights Agreement, the Rights will become exercisable if a person becomes the Beneficial Owner of 5% or more of the outstanding shares of the Company’s Class A Common Stock, Class B Common Stock or total combined Common Stock without the approval of the Company’s Board of Directors. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Rights Agreement, a copy of which is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2020.
Upon the request of Angelo Gordon & Co., L.P., a shareholder of the Company which owned approximately 4.9% of the outstanding shares of the Company’s Class A Common Stock (the “Shareholder”), the Company’s Board of Directors granted approval for the Shareholder and its Related Persons to acquire additional shares of the Company’s Class A Common Stock to increase their collective Beneficial Ownership in the Company to up to a maximum of 9.9% of the total number of shares of the Company’s Class A Common Stock outstanding, without becoming an Acquiring Person under the Rights Agreement and triggering the exercisability of the Rights. As a condition to the Board’s approval, the Shareholder entered into a Standstill Agreement on terms reasonably satisfactory to the Company. A copy of the Standstill Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Standstill Agreement between the Company and Angelo Gordon & Co., L.P.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 30, 2020
BBX Capital, Inc.
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By: /s/ Brett Sheppard |
Brett Sheppard |
Chief Financial Officer |
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