SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2021
BLUEGREEN VACATIONS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
4960 Confrence Way North, Suite 100, Boca Raton, Florida
(Address of principal executive offices)
Registrant’s telephone number, including area code: 954-912-8000
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Class A Common Stock, $.01 par value
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 8.01 Other Events
As previously disclosed, Bluegreen Vacations Holding Corporation (“BVH”), which currently beneficially owns approximately 93% of the outstanding shares of common stock of Bluegreen Vacations Corporation (“Bluegreen”), intends to acquire all of the approximately 7% of Bluegreen’s outstanding common stock that BVH does not already beneficially own pursuant to a statutory short-former merger under Florida law (the “Merger”). In connection with the Merger, each share of Bluegreen’s common stock outstanding at the effective time of the Merger, other than shares beneficially owned by BVH, will be converted into the right to receive 0.51 shares of BVH’s Class A Common Stock. BVH is filing this Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement (as defined below), solely for the purpose of filing the form of letter of transmittal to be used in connection with the exchange of shares in the Merger. The form of letter of transmittal is filed as Exhibit 99.1 hereto.
BVH currently anticipates that the short form merger will be consummated on Wednesday, May 5, 2021. There is no assurance that the Merger will be consummated on the anticipated date or at all. BVH, in the sole discretion of its Board of Directors, may terminate the Merger at any time before it becomes effective, including in the event of pending or threatened litigation relating to the Merger.
Item 9.01. Financial Statements and Exhibits.
99.1 - Form of Letter of Transmittal
Additional Information and Where You Can Find It
On April 19, 2021, BVH filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which includes a prospectus of BVH (which is preliminary and subject to completion), to register the shares of its Class A Common Stock issuable to Bluegreen’s shareholders in connection with the Merger described in this press release. The Registration Statement has not yet been declared effective. INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT BVH, BLUEGREEN, THE CONTEMPLATED MERGER AND RELATED MATTERS. Investors and shareholders can obtain free copies of the prospectus which forms a part of the Registration Statement and other documents filed with the SEC by the companies through the SEC’s website at www.sec.gov. In addition, the Registration Statement, including the prospectus that forms a part thereof, and other documents filed by BVH with the SEC may be obtained free of charge in the Investor Relations section of BVH’s website at www.bvhcorp.com, and the documents filed by Bluegreen with the SEC may be obtained free of charge in the Investor Relations section of Bluegreen’s website at www.bluegreenvacations.com.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdiction pursuant to or in connection with the contemplated Merger or otherwise, nor shall there be any sale or issuance of securities in any jurisdiction where it would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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: May 3, 2021
Bluegreen Vacations Holding Corporation
/s/ Raymond S. Lopez
Raymond S. Lopez
Chief Financial Officer