Exhibit (a)(1)(D)
Offer to Purchase for Cash
by
Bluegreen Vacations Holding Corporation
of
Up to 4,500,000 Shares of its Class A Common Stock
at a Purchase Price of $22.17 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 9, 2022, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”).
November 9, 2022
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by Bluegreen Vacations Holding Corporation, a Florida corporation (the “Company), to act as Information Agent in connection with the Company’s offer to purchase up to 4,500,000 shares of its Class A Common Stock, par value $0.01 per share (the “Shares”), at a price of $22.17 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 9, 2022 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.
Enclosed with this letter are copies of the following documents:
| 1. | Offer to Purchase, dated November 9, 2022; |
| 2. | Letter of Transmittal for your use in accepting the Offer and tendering Shares of, and for the information of, your clients; |
| 3. | A form of letter that may be sent to your clients for whose account you hold Shares registered in your name or in the name of a nominee, with an Instruction Form provided for obtaining your clients’ instructions with regard to the Offer; |
| 4. | Notice of Guaranteed Delivery with respect to Shares, to be used to accept the Offer in the event you are unable to deliver the Share certificates, together with all other required documents, to the Depositary before the Expiration Time, or if the procedure for book-entry transfer cannot be completed before the Expiration Time; and |
| 5. | Return envelope addressed to American Stock Transfer & Trust Company, LLC, as the Depositary. |
Certain conditions to the Offer are described in Section 6 of the Offer to Purchase.
We urge you to contact your clients as promptly as possible. Please note that the Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on Friday, December 9, 2022, unless the Offer is extended.
Under no circumstances will interest be paid on the purchase price for the Shares regardless of any extension of, or amendment to, the Offer or any delay in paying for the Shares.