![]() NYSE NYSE BBX BBX Sale of BankAtlantic to BB&T – Structure Summary June 12, 2012 NOTE– The following presentation contains financial assumptions that continue to be dynamic until consummation of the transaction. Additionally, the timing of consummation of the sale of BankAtlantic to BB&T is currently unknown. See the Forward Looking Statement included in this presentation for additional information. Exhibit 99.1 |
![]() NYSE BBX 2 Pending Sale of BankAtlantic to BB&T Pending Sale of BankAtlantic to BB&T – The following slides set forth the material terms of the Amended Agreement between BankAtlantic Bancorp and BB&T Corporation dated March 13, 2012 for the sale of BankAtlantic. • Additional disclosure is provided in BankAtlantic Bancorp’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, and in BankAtlantic Bancorp’s Form 8-K filed on March 16, 2012. – The sale transaction is awaiting regulatory approval. • BankAtlantic Bancorp requires pending approvals from the Federal Reserve; BankAtlantic received the required approvals from the OCC in April 2012. • BB&T requires approvals from the Federal Reserve and the FDIC; it received the required approval from the North Carolina Office of the Commissioner of Banks in March 2012. |
![]() NYSE BBX 3 Pending Sale of BankAtlantic to BB&T Pending Sale of BankAtlantic to BB&T I. Current Structure I. Current Structure |
![]() NYSE BBX 4 Pending Sale of BankAtlantic to BB&T Pending Sale of BankAtlantic to BB&T II. Pre-Closing LLC Formation & Distribution II. Pre-Closing LLC Formation & Distribution |
![]() NYSE BBX 5 Pending Sale of BankAtlantic to BB&T Pending Sale of BankAtlantic to BB&T III. Closing Purchase and Assumption III. Closing Purchase and Assumption |
![]() NYSE BBX 6 Pending Sale of BankAtlantic to BB&T Pending Sale of BankAtlantic to BB&T IV. Post-Transaction Structure IV. Post-Transaction Structure |
![]() NYSE BBX BankAtlantic Bancorp Parent, Pro Forma Balance Sheet as of March 31, 2012 * $ in 000’s Actual March 31, 2012 Sale Transaction Adjustments Pro forma Post-Close March 31, 2012 Cash & cash equivalents $ 4,780 19,574 (1) $ 24,354 Investment in BankAtlantic 286,010 $ (286,010) (2) - Inv. in Florida Asset Resolution Group LLC (FAR) - 388,761 (3) 388,761 Inv. In BBX Capital Asset Management LLC (CAM) - 140,394 (4) 140,394 Inv. in Bancorp Subsidiaries 15,405 15,405 Inv. in TruPS common 10,226 (10,226) (5) - Other assets 736 736 Total Assets $ 317,157 $ 252,493 $ 569,650 Junior sub debt $ 341,082 $ (341,082) (5) - BB&T Preferred Interest in FAR - 285,375 (6) $ 285,375 Other liabilities 7,637 7,637 Total Liabilities $ 348,719 $ (55,707) $ 293,012 Stockholders’ equity (31,562) 308,200 (7) 276,638 Total Liabilities & Equity $ 317,157 $ 252,493 $ 569,650 Pending Sale of BankAtlantic to BB&T Pending Sale of BankAtlantic to BB&T Pro Forma Post-Close Balance Sheet Pro Forma Post-Close Balance Sheet 7 (1) Reflects total cash received from the transaction, net of cash used for the TruPS deferred interest through closing ($46MM at 3/31/12), legal and other transaction costs (estimated at $7.7MM). See slide 8. (2) Reflects the combined impact of (a) net assets transferred out of BankAtlantic and into Florida Asset Resolution Group LLC (FAR) and into BBX Capital Asset Management LLC (CAM )(see notes (3) and (4)) and (b) the acquisition of BankAtlantic stock by BB&T Corp. at closing. (3) Reflects the transfer of $389MM of net assets out of BankAtlantic and into FAR. Includes cash in FAR of $12MM as of 3/31/12. (4) Reflects the transfer of $140 MM in net loans and REO out of BankAtlantic and into BBX Capital Asset Management LLC (CAM). CAM cash of $67MM is included in the Cash line item (see note (1)). (5) Reflects the BB&T assumption of the TruPS obligation, including the TruPS Common Stock of $10MM and the TruPS principal obligation of $285MM. See note (1) related to the payment of the TruPS deferred interest . (6) Reflects the establishment of BB&T Corp.’s preferred interest in FAR of $285MM, as part of their TruPS assumption. (7) Reflects BBX Capital’s gain on the sale transaction as of 3/31/12, amounting to approximately the purchase premium less other transaction related costs. * Presented as if the Transaction was consummated as of March 31, 2012 and does not include the impact of operations through ultimate consummation. |
![]() NYSE BBX 8 Cash from Transaction – Pro Forma as of 3/31/12 * $ in 000’s Pro Forma as of 3/31/12 Cash from BBX Capital Asset Management LLC (CAM) cash flows $ 66,791 Cash from Deposit Premium, net of BankAtlantic’s Net Asset Value 5,964 Total Cash Received in Transaction $ 72,755 Less: Accrued TruPS interest $ (45,481) Legal and other transaction costs – estimated (7,700) Net Cash Received in Transaction $ 19,574 Pending Sale of BankAtlantic to BB&T Pending Sale of BankAtlantic to BB&T Pro Forma Cash from Transaction Pro Forma Cash from Transaction Note: BBX Capital’s ongoing cash flows in the near term will come from continued monetizations and other cash flows from the BBX Capital Asset Management LLC (CAM) and its existing assets in Bancorp Partners, as well as its interest in the net cash flows from Florida Asset Resolution Group LLC (FAR). * This Pro Forma Cash from Transaction is presented as if the Transaction was consummated as of March 31, 2012, and does not reflect the impact of operations, changes in deposits, or additional interest, legal and other costs from March 31, 2012 through ultimate consummation. Actual cash at consummation of the Transaction will be less than this Pro Forma as of March 31, 2012 as a result of additional TruPS interest and net losses through closing. |
![]() NYSE BBX 9 Financial Metrics – Pro Forma as of 3/31/12 * $ in 000’s Net Cash Received in Transaction $ 19,574 Trust Preferred Securities Outstanding Debt $ 0 Unencumbered Net Assets/Net Book Value at BBX Capital Corp(excluding FAR) $ 173,252 (1) Net Assets in FAR $ 388,761 Debt in FAR (at LIBOR + 200bp) $ (285,375) Net Book Value of FAR $ 103,386 (2) Consolidated Net Book Value (sum of (1) and (2) ) $ 276,638 Pending Sale of BankAtlantic to BB&T Pending Sale of BankAtlantic to BB&T Financial Metrics Financial Metrics Pro Forma Comparison as of 3/31/12 * $ in 000’s BankAtlantic Bancorp Actual BBX Capital Corp. Pro Forma Consolidated Net Book Value $ (31,562) $ 276,638 Consolidated Book Value Per Share $ (2.01) $ 17.62 * This Pro Forma Cash from Transaction is presented as if the Transaction was consummated as of March 31, 2012, and does not reflect the impact of operations, changes in deposits, or additional interest, legal and other costs from March 31, 2012 through ultimate consummation. Actual cash at consummation of the Transaction will be less than this Pro Forma as of March 31, 2012 as a result of additional TruPS interest and net losses through closing. |
![]() NYSE BBX - BankAtlantic Bancorp will change its name to BBX Capital Corporation, and anticipates being deregistered as a Savings & Loan Holding Company as soon as possible post-closing - BBX Capital Corp. will continue as a public entity (BBX:NYSE) with the same Board of Directors - BBX Capital Corp. plans to manage the assets it retains and engage in a real estate investment and specialty finance business over time as assets are monetized - Well positioned for a recovery in the Florida real estate market, with substantially improved capital, increased liquidity and absence of regulatory restrictions - Pro forma book value (based on March 31, 2012 balances) increases from a deficit of ($32) million to $276.6 million, and on a per share basis, from ($2.01) to $17.62 - Note: The pro forma book value and per share amounts do not include the impact of operations from March 31, 2012 through consummation of the transaction or any post-consummation financial results of BBX Capital Corp. Actual cash at consummation of the Transaction will be less than the Pro Forma as of March 31, 2012 as a result of additional TruPS interest and net losses through closing. 10 BBX Capital Corp. BBX Capital Corp. Post Sale Transaction Operating Platform Post Sale Transaction Operating Platform |
![]() NYSE BBX • This presentation contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements. The forward looking statements in this presentation are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and involve substantial risks and uncertainties. Although the Company believes that the expectations contained in these forward-looking statements are based on reasonable assumptions, there is no assurance that expectations will be attained. Further, the Company does not undertake, and specifically disclaims any obligation, to publicly release any update or supplement to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. Actual results could differ materially as a result of a variety of risks and uncertainties, many of which are outside of the control of management. These risks and uncertainties include, but are not limited to, those relating to the pending sale of BankAtlantic to BB&T, including, without limitation: that the transaction may not be completed in the time frame indicated, on anticipated terms, or at all; that BankAtlantic Bancorp’s and/or BankAtlantic’s business or net asset values may be negatively affected by the pendency of the proposed transaction or otherwise; that regulatory approvals may not be received or may be subject to burdensome or unacceptable conditions; that the Company may receive less cash than projected in connection with the closing of the transaction or be required to make a cash payment to BB&T in connection with the closing; that the transaction may not otherwise be as advantageous to the Company or its shareholders as expected; that the Company’s future business plans may not be realized as anticipated, if at all; that the Company’s Class A Common Stock may not meet the requirements for continued listing on the NYSE; and that the assets retained by the Company may not be monetized at the values currently ascribed to them. In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in reports filed by the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. The Company cautions that the foregoing factors are not exclusive. 11 BBX Capital Corp. BBX Capital Corp. Forward Looking Statement Forward Looking Statement |