On June 17, 2020, BBX Capital Corporation (the “Company”) issued a press release announcing its intention to spin off its subsidiary, BBX Capital Florida LLC (“New BBX Capital”), in order to separate the business, activities and investments of the Company into two separate, publicly-traded companies: (i) the Company, which will continue to hold its investment in Bluegreen Vacations Corporation (“Bluegreen Vacations”), a leading vacation ownership company that markets and sells vacation ownership interests and manages resorts in popular leisure and urban destinations, and (ii) New BBX Capital, which will continue to hold or will hold at the time of thespin-off all of the Company’s other businesses and investments, including BBX Capital Real Estate LLC, BBX Sweet Holdings, LLC and Renin Holdings, LLC. As a result of thespin-off, the Company will cease to have any ownership interest in New BBX Capital and will become a “pure-play” Bluegreen Vacations holding company.
Completion of thespin-off is subject to a number of conditions, including, without limitation, (i) approval of thespin-off in the contemplated manner by the Company’s shareholders, (ii) final approval of the Company’s Board of Directors, and (iii) the effectiveness of a Registration Statement on Form 10 to be filed by New BBX Capital with the SEC and the mailing of the information statement which will form a part thereof. The Company intends to hold a special meeting of its shareholders for the purpose of approving thespin-off and the Company’s contemplated name change in connection therewith, as described in the attached press release. Notwithstanding any approval of thespin-off by the Company’s shareholders or the satisfaction of any of the other closing conditions, the Company may, in the sole discretion of its Board of Directors, abandon thespin-off at any time prior to its consummation.
The Company’s press release issued on June 17, 2020 announcing its intention to spin off New BBX Capital is attached as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference.
Additional Information and Where to Find It; Participant Information: The proposedspin-off will be submitted to the shareholders of the Company for their consideration. In connection therewith, the Company will file a proxy statement with the SEC. The definitive proxy statement will be mailed to the Company’s shareholders when available. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSEDSPIN-OFF.
The Company and its directors and executive officers may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposedspin-off. Information regarding the Company’s directors and executive officers, including their names and interests in the Company, is set forth in Amendment No. 1 to the Company’s Annual Report on Form10-K for the year ended December 31, 2019, which was filed with the SEC on April 29, 2020. Additional information regarding persons who may be deemed to be participants in the solicitation of proxies in respect of the proposedspin-off, including their names and interests in the Company, will be contained in the proxy statement to be filed by the Company with the SEC and mailed to the Company’s shareholders when available.
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