OTCQB: BFCF NYSE: BBX Exhibit 99.1 |
• Assets $ 1.4 Billion • Shareholders’ Equity $ 243 Million • Market Capitalization $ 323 Million • Book Value Per Share $ 3.09 • Market Price $ 4.11 OTCQB: BFCF Note: Assets, Shareholders’ Equity and Book Value Per Share as of 3/31/14 Market Capitalization and Market Price as of 5/20/14 BFC Financial Corporation 2 |
BBX Capital Corporation 3 • Assets $ 417 Million • Shareholders’ Equity $ 305 Million • Market Capitalization $ 316 Million • Book Value Per Share $ 19.03 • Market Price $ 19.72 NYSE: BBX Note: Assets, Shareholders’ Equity and Book Value Per Share as of 3/31/14 Market Capitalization and Market Price as of 5/20/14 |
BFC Financial BFC Financial is a holding company whose principal holdings include a 52% ownership interest in BBX Capital Corporation (NYSE: BBX) and a 54% ownership interest in the parent company of Bluegreen Corporation. BBX Capital BBX Capital is involved in the acquisition, ownership, management, joint ventures and investments in real estate and real estate development projects as well as acquisitions, investments and management of middle market operating businesses. In addition, BBX Capital has a 46% ownership interest in the parent company of Bluegreen Corporation. 4 |
BFC Financial/BBX Capital Management Team 5 • Chairman and CEO of BFC Financial and its predecessors since 1978 • Chairman and CEO of BBX Capital Corporation (formerly BankAtlantic Bancorp) • Chairman of Bluegreen Corporation • Vice Chairman of BFC Financial since 1993 and Director since 1988 • Vice Chairman of BBX Capital Corporation (formerly BankAtlantic Bancorp) • Vice Chairman of Bluegreen Corporation Alan B. Levan John E. Abdo |
BFC Financial/BBX Capital Management Team 6 • President of BBX Capital Corporation • President of BBX Capital Partners • Formerly President and CEO of BankAtlantic • EVP of BFC Financial • Director of BBX Capital and BFC Financial • President of BBX Capital Real Estate • EVP of BBX Capital Corporation • EVP of BFC Financial • Director of BFC Financial Jarett Levan Seth Wise • Chief Financial Officer of BFC Financial • Chief Financial Officer of BBX Capital Corporation John Grelle |
7 BFC Financial and Affiliates Historical Activities and Investments 1972 – 2014 Real Estate Acquisition and Management - $1+ Billion Banking - 100 Branches, $6.5 Billion in Assets Commercial Real Estate Lending - $3+ Billion Investment Banking & Brokerage - 1,000 Investment Professionals Homebuilding - Thousands of Homes, America’s Oldest Homebuilder Planned Community Development - 9,000 Acres Asian Themed Restaurants - 65 Locations Vacation Ownership - 61 Resorts, 169,000 Owners |
8 BFC Financial and Affiliates 1972 - 2014 The undersigned managed the Offering and served as financial advisor to the Company. $46,325,000 NEW ISSUE June 2005 These securities have been previously sold. This announcement appears as a matter of record only. 5,450,000 Shares Class A Common Stock (Non-Voting) $8.50 Per Share $21,000,000 These securities have been previously sold. This announcement appears as a matter of record only. 2,385,326 Common Stock $8.75 Per Share The undersigned managed the Offering and served as financial advisor to the Company. A.G. BECKER PARIBAS INCORPORATED $40,125,000 3,000,000 Shares Class A Common Stock (Non–Voting) $13.375 Per Share $100,000,000 5.625% Convertible Subordinated Debentures Due 2007 • • • These securities have been previously sold. This announcement appears as a matter of record only. NEW ISSUE NOVEMBER 29, 1983 NEW ISSUE NOVEMBER 29, 1997 Tucker Anthony Incorporated $40,125,000 $100,000,000 Exclusive Financial Advisor LEHMAN BROTHERS BankAtlantic Bancorp has acquired $170,200,000 March 2002 |
9 BFC Financial and Affiliates 2002-2007 $294,195,000 (Multiple) Trust Preferred Securities Offerings (Multiple combinations of:) Ryan Beck & Co. Advest, Inc. Legg Mason Wood Walker, Inc. Stephens, Inc Keefe, Bruyett & Woods, Inc. First Tennessee July 2004 $20,000,000 Series B Convertible Preferred Stock Purchased by BFC Financial Corporation The undersigned acted as financial advisor and issued a fairness opinion to Benihana Inc. May 10, 2005 $35,000,000 Trust Preferred Securities Placement Agent February 28, 2007 has sold Ryan Beck & Co. to The undersigned acted as exclusive financial advisor to BankAtlantic Bancorp, Inc. 1972 - 2014 December 31, 2003 has spun-off its real estate subsidiary The undersigned acted as financial advisor to BankAtlantic in this transaction |
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11 *At its high point BANKATLANTIC OVERVIEW • Founded in 1952 • “Florida’s Most Convenient Bank” • 100 branches* • Headquartered in Fort Lauderdale, FL • Operated in top 6 counties in Florida* • Total Assets of $6.5 billion* • Sold to BB&T in July, 2012 |
12 THE BANKATLANTIC EXPERIENCE |
13 100 Locations* *At its high point THE BANKATLANTIC EXPERIENCE |
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• Prior to the sale of BankAtlantic to BB&T Corporation, on July 31, 2012, BBX Capital Corporation (formerly BankAtlantic Bancorp) was a bank holding company and our principal asset was the ownership of BankAtlantic. • In connection with the sale of BankAtlantic to BB&T, BankAtlantic Bancorp received one of the highest premiums that any bank had received during the five year recession. • On August 1, 2012, BankAtlantic Bancorp changed its name to BBX Capital. The day of the sale, BBX Capital, a decades old company was now in many ways a new “start up” company with approximately $600 million in assets, and $285 million of seven year debt to BB&T. 15 BBX Capital Corporation |
Current Organizational Chart of BFC Financial and BBX Capital 52% 16 BFC Financial BBX Capital |
Current Organizational Chart Including Bluegreen Corporation 17 52% BFC Financial BBX Capital Bluegreen Corporation* * BFC Financial and BBX Capital own 54% and 46%, respectively, of Woodbridge Holdings, LLC, which owns 100% of Bluegreen |
*Proforma for proposed merger of BBX Capital into BFC Financial 100% Indirect 100% 18 BFC Financial BBX Capital Bluegreen Corporation * The merger is subject to a number of conditions including the listing of BFC’s stock on a national securities exchange. Not anticipated to close prior to the 1 st quarter of 2015. Exchange Ratio: 5.39 shares of BFC for each BBX share. |
19 New Horizons BFC Financial BBX Capital |
20 BFC Financial / BBX Capital Principal Operations and Investments 1. Bluegreen Corporation A timeshare and hospitality company 2. BBX Capital Real Estate Acquisition, ownership, management, development and joint ventures in real estate 3. BBX Capital Partners Acquisitions and investments in middle market operating companies |
21 1. Bluegreen Corporation • Founded in 1966, Bluegreen Corporation is a leader in the vacation ownership industry. • Headquartered in Boca Raton, Florida, U.S.A., Bluegreen manages, markets and sells the Bluegreen Vacation Club®, a flexible, points-based, deeded vacation ownership plan with 169,000 owners, over 61 owned or managed resorts, and 5,000 employees. • Bluegreen Corporation is a wholly owned subsidiary of Woodbridge, which is owned 54% by BFC Financial and 46% by BBX Capital. • Other participants in the timeshare industry include: Wyndham, Marriott, Starwood, Hilton, Hyatt, Disney, Diamond, Orange Lake and Silverleaf. |
22 Bluegreen Vacation Club Resorts |
23 Bluegreen Vacation Club Resorts Mountain Run at Boyne, Boyne Falls Michigan Club 36, Las Vegas, Nevada Grande Villas as World Golf Village, St. Augustine, Florida The Fountains, Orlando, Florida |
24 Bluegreen Vacation Club Resorts La Cabana, Oranjestad, Aruba Wilderness Club at Big Cedar, Ridgedale, Missouri The Club at Big Bear, Big Bear Lake, California Shenandoah Crossing, Gordonsville, Virginia |
25 Christmas Mountain Village, Wisconsin Dells, WI Mountain Run at Boyne Boyne Falls, MI The Lodge Alley Inn Charleston, SC Bluegreen Vacation Club Resorts |
26 Bluegreen Vacation Club Resorts • 61 in-network resorts • In January 2013, Bluegreen Vacations was named the “Official Vacation Ownership Provider of Choice Hotels” Solara Surfside Miami, FL Seaglass Towers Myrtle Beach, SC |
27 Bluegreen Vacation Club Resorts Mountain Run at Boyne Boyne Falls, MI Daytona Seabreeze, Daytona, FL Bluegreen Resorts |
28 Bluegreen Vacation Club Resorts Bluegreen Resorts Club 36, Las Vegas, NV The Fountains Orlando, FL |
29 Bluegreen Corporation System Wide Sales of VOIs* * Includes sales of Bluegreen-owned VOIs and sales of VOIs on behalf of third parties. $263 Mil $297 Mil $303 Mil $370 Mil $457 Mil 0 50 100 150 200 250 300 350 400 450 2009 2010 2011 2012 2013 |
30 2. BBX Capital Real Estate A division of BBX Capital • Legacy Assets • BB&T Debt • Kendall Commons • North Flagler • PGA Design Center • Gardens on Millenia • Hialeah Communities • PGA Place • Village at Victoria Park |
31 Legacy Assets* Assets transferred to BBX Capital in connection with, or held by BBX Capital prior to, the sale of BankAtlantic to BB&T Corporation are considered Legacy Assets. Loans held for Investment $ 61 Million Loans held for Sale $ 51 Million Real Estate held for Investment $108 Million Real Estate held for Sale $ 34 Million Total $254 Million * Amounts indicated are as of March 31, 2014. Assets consist of loans receivable and real estate owned and are held by BBX Capital, BBX Capital Asset Management, BBX Partners and Florida Asset Resolution Group. Includes $6,063,000 PGA Design Center purchase in December, 2013. |
*BB&T Preferred Interest (Debt) Years Required Balance Outstanding** 32 8/31/13 7/31/19 7/31/17 7/31/15 3/31/14 $285 Mil $255 Mil $205 Mil $155 Mil $105 Mil $ 55 Mil 0 Actual Balance Outstanding * BB&T Preferred Interest in Florida Asset Resolution Group (FAR) $175 Million $100 Million $0 $150 Million $ 55 Million ** Required Balance Outstanding line is for illustration purposes only. BB&T’s preferred interest is required to be repaid from cash flows of FAR and was required to be reduced to $175 million at 7/31/15 and $100 million at 7/31/17. The entire preferred interest is to be repaid by 7/31/19. |
Kendall Commons* Miami, Florida BBX Capital Real Estate 33 • March 2013, sold land to Altman Development for $8 million • BBX invested $1.3 million in joint venture • Building 321 apartment units • Under construction and scheduled to begin leasing during third quarter of 2014 * For additional detail, see BBX Capital’s filings with the SEC, which are available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . |
North Flagler* West Palm Beach, Florida 34 • October 2013, BBX entered into joint venture with JRG USA • 4.5 acre parcel overlooking the intracoastal waterway • Joint venture is seeking to expand land entitlement by amending current zoning designations and increasing the parcel’s residential height restrictions with a view to increasing the value of the parcel • The company also owns a 2.7 acre parcel located adjacent to the 4.5 acre parcel * For additional detail, see BBX Capital’s filings with the SEC, which are available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital Real Estate |
PGA Design Center* Palm Beach Gardens, Florida 35 • December 2013, BBX purchased three existing buildings consisting of 145,000 square feet • Largely vacant • Joint ventured with Stiles Company • Joint venture seeks government approvals to change the use of a portion of the property from retail to office and subsequently sell or lease the property * For additional detail, see BBX Capital’s filings with the SEC, which are available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital Real Estate |
Gardens on Millenia* Orlando, Florida 36 • 37 acres of land • Planning process for governmental approvals • Proposed to build 300,000 square foot shopping center and four out parcels for a portion of the property • Proposed to build 280 rental apartment units for a portion of the property • BBX is in discussions with potential joint venture partners * For additional detail, see BBX Capital’s filings with the SEC, which are available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital Real Estate |
Hialeah Communities* Hialeah, Florida 37 • 114 acres of land • Final stages of master planning • Proposed to build 340 single family homes for a portion of the property • Proposed to sell a portion of this property planned for 400 single family homes • Proposed to build 314 rental apartment units on a portion of this property • BBX is in discussions with potential joint venture partners and a possible buyer of a portion of the property * For additional detail, see BBX Capital’s filings with the SEC, which are available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital Real Estate |
PGA Place* Palm Beach Gardens, Florida 38 • 33,000 square foot commercial leased office building and additional land • Proposed to build a 140 room limited service suite hotel, a restaurant and 50,000 square foot office building on a portion of the property • Proposed to build 300 apartment units on a portion of the property • BBX is in discussions with potential joint venture partners * For additional detail, see BBX Capital’s filings with the SEC, which are available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital Real Estate |
39 Village at Victoria Park* Fort Lauderdale, Florida • 2 acres of land • December 2013, entered into a joint venture agreement with New Urban Communities to develop 30 single family homes • Closings are projected to begin by the third quarter of 2015 * For additional detail, see BBX Capital’s filings with the SEC, which are available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital Real Estate |
Renin Corporation Hoffman’s Chocolate Williams & Bennett 3. BBX Capital Partners 40 |
BBX Capital Partners 41 Renin Corporation* • Purchased in October, 2013 by joint venture entity owned 81% by BBX Capital and 19% by BFC Financial • Renin is a manufacturer of interior and closet doors, wall décor, associated systems and hardware and fabricated glass products • Facilities in Canada, US and United Kingdom • Distribution channels include big box building and home improvement supply retailers, home centers distribution, volume and specialty retailers * For additional detail, see BBX Capital’s filings with the SEC, which are available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . |
BBX Capital Partners 42 Hoffman’s Chocolate* • Purchased in December, 2013 • Manufacturer of gourmet chocolate with several retail locations throughout South Florida • 70 varieties of hand made confections • Products include Snoodle, Pecan Carmel Jitterbugs and chocolate covered pretzels • Distribution via retail stores, online channels and third party retail locations * For additional detail, see BBX Capital’s filings with the SEC, which are available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . |
BBX Capital Partners 43 Williams & Bennett* • Purchased in January, 2014 • Manufacturer of quality chocolate products • Products include Belgian chocolate drenched Oreo Cookies, Bavarian pretzels and Nutter Butter Cookies • Distribution via boutique retailers, big box chains, department stores, national resort properties, corporate customers and private label brands * For additional detail, see BBX Capital’s filings with the SEC, which are available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . |
BFC Financial / BBX Capital Summary First, our culture is entrepreneurial. Our objective is to make portfolio investments based on the fundamentals: quality real estate, the right operating companies and partnering with good people. Second, our goal is to increase value over time as opposed to focusing on quarterly or yearly earnings. Since we expect our investments to be longer term, we anticipate and are willing to accept that our earnings are likely to be uneven. While capital markets generally encourage short term goals, our objective is long term growth as measured by increases in book value per share over time. 44 This overview tells you what we do rather than who we are: |
BFC Financial / BBX Capital Summary 45 We believe our growth will come from our real estate investments and developments, and our operating companies. Our investment decisions will be based on opportunities for long term value creation as opposed to short term earnings. While BBX Capital is a new name, our family of companies date back more than forty years and our management team has a long history of entrepreneurship. |
Current Organizational Chart Including Bluegreen Corporation 46 52% BFC Financial BBX Capital Bluegreen Corporation* * BFC Financial and BBX Capital own 54% and 46%, respectively, of Woodbridge Holdings, LLC, which owns 100% of Bluegreen. Summary |
47 BFC Financial / BBX Capital Principal Operations and Investments 1. A timeshare and hospitality company 2. BBX Capital Real Estate Acquisition, ownership, management, development and joint ventures in real estate 3. BBX Capital Partners Acquisitions and investments in middle market operating companies Summary Bluegreen Corporation |
48 Forward Looking Statements Additional Information Regarding the Proposed Merger between BFC and BBX Capital and Where to Find it This presentation contains forward-looking statements which are made pursuant to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995 and 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. All forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements are based on current expectations and involve a number of risks and uncertainties. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein, and we can give no assurance that our expectations will prove to be correct or that we will be successful in achieving long-term growth and profitability or any other goals or expectations described herein. Future results could differ materially as a result of a variety of risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to: the impact of economic, competitive and other factors on our operations, investments and assets; the risk that the legacy BankAtlantic assets retained by BBX Capital in connection with the sale of BankAtlantic may not be monetized at the values currently ascribed to them; risks relating to BFC and BBX Capital’s ability to successfully implement currently anticipated business plans, which may not be realized as anticipated, if at all, including that acquisitions of or investments in real estate developments, real estate joint ventures and operating businesses, including Renin, Hoffman’s and Williams & Bennett, may not achieve the returns anticipated, may not be profitable and will expose us to risks associated with the project or business acquired or in which the investment was made, including, in the case of Renin, foreign currency exchange risk of the U.S. dollar compared to the Canadian dollar and Great Britain Pound, as well as the risk that the integration of acquired operating businesses may not be completed effectively or on a timely basis; investments in real estate developments, either directly or through joint ventures, will increase our exposure to downturns in the real estate and housing markets and further expose us to risks associated with real estate development activities, including that efforts to expand the entitlements associated with real estate projects may not be successful and that joint venture partners may not fulfill their obligations; risks relating to Bluegreen, which include, among other risks detailed in BFC’s filings with the SEC, those inherent to companies operating in the time-share industry; and risks relating to the currently proposed merger between BFC and BBX Capital, including that the merger may not be consummated on the currently contemplated terms, when expected, or at all, the risk that, if consummated, the merger will not result in the benefits expected for the combined company, and the significant costs, including litigation costs incurred in connection with the merger. This presentation also contains information regarding the past performance of certain investments and operations and not all of our investments and operations. Prior or current performance is not a guarantee or indication of future performance, and not all of our past activities and investments have been described, some of which were not successful and resulted in losses. In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in the reports filed by BFC and BBX Capital with the SEC, including, without limitation, those described in the “Risk Factors” section of the companies’ respective Annual Reports on Form 10-K for the year ended December 31, 2013, filed with the SEC March 17, 2014, and those described in the companies’ respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 12, 2014. We caution that the foregoing factors are not exclusive. We do not undertake, and specifically disclaim any obligation, to update or supplement any forward-looking statements. In connection with the proposed merger between BFC and BBX Capital, BFC has filed a Registration Statement on Form S-4 with the SEC, which has been declared effective, and BFC and BBX Capital have mailed to their respective shareholders a joint proxy statement/prospectus concerning the merger. BFC and BBX Capital have also filed, and may in the future file, other documents with the SEC regarding the merger. Investors and shareholders of BFC and BBX Capital are urged to read the joint proxy statement/prospectus and other relevant documents filed with the SEC carefully and in their entirety because they contain important information. Investors and shareholders of BFC and BBX Capital can obtain copies of the joint proxy statement/prospectus and other relevant documents filed with the SEC free of charge from the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by BFC are also available free of charge on BFC website at www.bfcfinancial.com under the tab “Investor Relations – Regulatory Info – SEC Filings” or by directing a request by mail to BFC Financial Corporation, 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary, or by calling 954-940-4900. Copies of the documents filed with the SEC by BBX Capital are available free of charge on BBX Capital’s website at www.bbxcapital.com under the tab “Investors – SEC Filings” or by directing a request by mail to BBX Capital Corporation, 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary, or by calling 954-940-4000. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. |
OTCQB: BFCF NYSE: BBX 49 |