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): September 25, 2020
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BBX CAPITAL CORPORATION |
(Exact name of registrant as specified in its charter) |
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Florida | 001-09071 | 59-2022148 |
(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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Not applicable |
(Former name or former address, if changed since last report.) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $.01 par value
| BBX | New York Stock Exchange |
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 [ ]
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.[ ]
Item 1.01 Entry into a Material Definitive Agreement.
On September 25, 2020, BBX Capital Corporation (“Parent”) and its current wholly-owned subsidiary, BBX Capital Florida LLC (“New BBX Capital”), entered into a Separation and Distribution Agreement (the “Separation Agreement”), Tax Matters Agreement, Employee Matters Agreement, and Transition Services Agreement (collectively, the “Spin-Off Agreements”), in each case, relating to Parent’s previously announced proposed spin-off (the “Spin-Off”) of New BBX Capital.
As previously disclosed, the Spin-Off is intended to separate Parent’s investment in Bluegreen Vacations Corporation (“Bluegreen”) from Parent’s other businesses and investments, including BBX Capital Real Estate LLC, BBX Sweet Holdings LLC, and Renin Holdings, LLC, which are held by New BBX Capital. The Separation Agreement sets out the terms of the separation of businesses and investments between Parent and New BBX Capital and the distribution of shares of New BBX Capital’s Class A Common Stock and Class B Common Stock to Parent’s shareholders in connection with the Spin-Off. Pursuant to the Separation Agreement, on the distribution date (which is currently expected to be September 30, 2020), Parent will distribute to its shareholders one share of New BBX Capital’s Class A Common Stock for each share of Parent’s Class A Common Stock held of record on the close of trading on September 22, 2020, the record date for the distribution of shares of New BBX Capital’s stock in the Spin-Off, and one share of New BBX Capital’s Class B Common Stock for each share of Parent’s Class B Common Stock held of record as of the close of trading on the September 22, 2020. As described under Item 8.01 below, each share of New BBX Capital’s Class A Common Stock and Class B Common Stock distributed in the Spin-Off will have attached thereto an associated preferred share purchase right issued under New BBX Capital’s Rights Agreement. Parent’s shareholders will also retain their shares of Parent’s Class A Common Stock and/or Class B Common Stock, as the case may be.
Pursuant to the Separation Agreement, New BBX Capital will be converted into a Florida corporation prior to the Spin-Off, and Parent will issue a $75 million promissory note to New BBX Capital in connection with the closing of the Spin-Off (the “Promissory Note”). The Separation Agreement also contains certain other obligations of Parent and New BBX Capital in connection with the Spin-Off or following its completion.
The other Spin-Off Agreements will govern certain relationships between New BBX Capital and Parent in connection with or following the Spin-Off. The Tax Matters Agreement generally sets out the respective rights, responsibilities, and obligations of Parent and New BBX Capital with respect to taxes, tax attributes, tax returns, tax contests, and certain other related tax matters. The Employee Matters Agreement sets out the respective rights, responsibilities and obligations of Parent and New BBX Capital with respect to the transfer of certain employees of the businesses of New BBX Capital and related matters, including benefit plans, terms of employment, retirement plans, and other employment-related matters. The Transition Services Agreement generally sets out the respective rights, responsibilities, and obligations of Parent and New BBX Capital with respect to the support services to be provided to one another after the Spin-Off.
The Spin-Off Agreements and the Promissory Note are described in greater detail under the caption “The Spin-Off - Relationship Between New BBX Capital and Parent” in the Information Statement comprising a part of the Definitive Proxy Statement on Schedule 14A (the “Spin-Off Proxy Statement”) filed by parent with the Securities and Exchange Commission (the “SEC”) on August 27, 2020. The descriptions of the Spin-Off Agreements contained in the Spin-Off Proxy Statement are incorporated
herein by reference. Such descriptions are summaries only, are not complete, and are qualified in their entirety by reference to the Spin-Off Agreements, copies of which are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.
The closing of the Spin-Off, including the distribution of shares of New BBX Capital’s Class A Common Stock and Class B Common Stock, is expected to occur on September 30, 2020. However, notwithstanding shareholder approval of the Spin-Off (which was obtained on September 25, 2020 as described below), in the sole discretion of Parent’s Board of Directors, the distribution may occur on a later date, or the Spin-Off may be terminated and abandoned by Parent at any time prior to consummation.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At a special meeting of Parent’s shareholders held on September 25, 2020, Parent’s shareholders voted on and approved (i) the Spin-Off of New BBX Capital and (ii) an amendment to Parent’s Amended and Restated Articles of Incorporation, as amended, to change Parent’s name to Bluegreen Vacations Holding Corporation in connection with the Spin-Off (the “Name Change Amendment”). A summary of the voting results, as certified by the Inspector of Election for the special meeting, Laurel Hill Advisory Group, LLC, is set forth below.
Proposal 1: Approval of the Spin-Off
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
62,486,354 | 223,279 | 97,357 | 4,806,431 |
Proposal 2: Approval of the Name Change Amendment
Votes For | Votes Against | Abstentions | Broker Non-Votes |
66,870,266 | 243,829 | 499,326 | 0 |
It is expected that Parent’s Class A Common Stock and Class B Common Stock will begin trading under Parent’s new name and new ticker symbols, which will be “BVH” for Parent’s Class A Common Stock and is expected to be “BVHBB” for its Class B Common Stock, commencing with the opening of trading on October 1, 2020. Until such time, Parent’s Class A Common Stock will continue to trade under its current ticker symbol, “BBX,” and its Class B Common Stock will continue to trade under its current ticker symbol, “BBXTB.”
Item 5.08 Shareholder Director Nominations
Parent’s 2020 Annual Meeting of Shareholders is scheduled to be held on November 18, 2020. Because such date is more than 30 days following the anniversary of Parent’s 2019 Annual Meeting of Shareholders, the deadline for any shareholder proposal, including director nomination, intended to be considered at Parent’s 2020 Annual Meeting of Shareholders has been extended. As a result of such extension and pursuant to Parent’s Bylaws, written notice from a shareholder interested in bringing business before Parent’s 2020 Annual Meeting of Shareholders or nominating a director candidate for
election at Parent’s 2020 Annual Meeting of Shareholders, including any notice on Schedule 14N, must be received at Parent’s principal executive offices at 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, by no later than 5:00 p.m., Eastern time, on October 8, 2020. Any such written notice must be directed to the attention of the Parent’s Secretary and comply with the applicable advance notice provisions of Parent’s Bylaws. Shareholder proposals intended to be considered for inclusion in Parent’s proxy materials for its 2020 Annual Meeting of Shareholders must comply with the requirements, including the deadline, set forth above as well as all applicable rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934.
Item 8.01 Other Events.
On September 25, 2020, New BBX Capital entered into a Rights Agreement with American Stock Transfer & Trust Company, LLC, as Rights Agent, in contemplation of the expected closing of the Spin-Off on September 30, 2020. Pursuant to New BBX Capital’s Rights Agreement, one preferred share purchase right of New BBX Capital will accompany and initially be attached to each share of New BBX Capital’s Class A Common Stock and Class B Common Stock distributed in connection the Spin-Off.
New BBX Capital’s intention to adopt a shareholder rights plan and the expected terms of the plan were previously disclosed in New BBX Capital’s Registration Statement on Form 10 filed with the SEC and in the Spin-Off Proxy Statement. A summary description of New BBX Capital’s Rights Agreement and the preferred share purchase rights to be issued thereunder is set forth under the caption “Description of Capital Stock – Rights Agreement” in the Information Statement comprising a part of the Spin-Off Proxy Statement and New BBX Capital’s Registration Statement on Form 10 and is incorporated herein by reference. In addition, a copy of New BBX Capital’s Rights Agreement is attached as Exhibit 4.1 to the Current Report on Form 8-K filed by New BBX Capital with the SEC on or about the date hereof. Reference is also made to the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.
The terms of New BBX Capital’s Rights Agreement are substantially similar to those contained in the Rights Agreement adopted by Parent during June 2020. Neither the adoption of the Rights Agreement by New BBX Capital nor the consummation of the Spin-Off will impact the effectiveness of Parent’s Rights Agreement, which will continue in full force and effect in accordance with its terms.
On September 25, 2020, Parent and New BBX Capital issued a joint press release announcing the approval of the Spin-Off and Parent’s name change by Parent’s shareholders and the adoption of the Rights Agreement by New BBX Capital. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. Description
10.1 Separation and Distribution Agreement, dated September 25, 2020, between BBX Capital Corporation and BBX Capital Florida LLC
10.2 Tax Matters Agreement, dated September 25, 2020, between BBX Capital Corporation and BBX Capital Florida LLC
10.3 Employee Matters Agreement, dated September 25, 2020, between BBX Capital Corporation and BBX Capital Florida LLC
10.4 Transition Services Agreement, dated September 25, 2020, between BBX Capital Corporation and BBX Capital Florida LLC
99.1 Press release dated September 25, 2020
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: September 28, 2020
BBX Capital Corporation
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By: /s/ Raymond S. Lopez |
Raymond S. Lopez |
Executive Vice President and Chief Financial Officer
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