UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DI VISION OF
CORPORATI ON FI NANCE
March 20, 2019
By E-Mail
Alison W. Miller, Esq.
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 West Flagler Street
Suite 2200
Miami, Florida 33130
Re: Bluegreen Vacations Corporation
Schedule 13E-3
Filed on March 5, 2018 by BBX Capital Corporation,
Woodbridge
Holdings Corporation and BXG Acquisition
Corporation
File No. 005-38205
Dear Ms. Miller:
We have reviewed your filing and have the following comments. In some
of our comments,
we may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this letter by amending your filing, by providing
the requested
information, or by advising us when you will provide the requested response.
If you do not
believe our comments apply to your facts and circumstances or do not believe
an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you
provide in
response to this comment, we may have additional comments.
Schedule 13E-3
1. Please provide us your detailed legal analysis explaining why the
subject company is not
also a filing person in this Schedule 13E-3.
Background of the Merger, page 8
2. We note on page 20 that Twinberry Partners held discussions with
management of the
company. Please revise this section to describe such discussions. We
may have further
comment.
Purposes, Alternatives, Reasons and Effects of the Merger, page 10
3. Please revise the last bullet point on page 11 to quantify the costs
associated with being a
public company.
Alison W. Miller, Esq.
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
March 20, 2019
Page 2
Fairness of the Merger, page 16
4. Your inclusion of the Filing Persons as filing persons in the Schedule
13E-3 indicates
your conclusion that these persons are affiliates of the company for
purposes of Rule 13e-
3. Thus, please revise your disclosure currently stating that the Filing
Persons "may be
deemed" affiliates of the company, to remove doubt from this conclusion.
5. We note your definition of "Unaffiliated Shareholders" is based on the
affiliation of
shareholders with the filing persons and that currently the company is
not a filing person.
Note that the fairness determination is required to be made as to
security holders
unaffiliated with the subject company, not solely the filing persons.
Please revise as
necessary.
6. With a view toward revised disclosure, please tell us whether Twinberry
Partners
provided a fairness opinion to any filing person.
7. We note that the Filing Persons considered the Twinberry Partners'
financial analyses.
Note that if any filing person has based its fairness determination on
the analysis of
factors undertaken by others, such person must expressly adopt this
analysis as their own
in order to satisfy the disclosure obligation. See Question 20 of
Exchange Act Release
No. 34-17719 (April 13, 1981). Please revise to state, if true, that the
Filing Persons
adopted Twinberry Partners' analyses as their own. Alternatively, revise
your disclosure
to include disclosure responsive to Item 1014 of Regulation M-A and to
address the
factors listed in instruction 2 to Item 1014.
8. We note on page C-5 of the Turnberry Partners report that in arriving at
a range of values
for the company's shares in the Market Approach Turnberry Partners used
a range of
multiples from 1.6x to 7.8x, which are at the lower end of the multiples
determined based
on the comparable transactions shown on the report. Please explain here
why Turnberry
selected these multiples and describe in the section captioned "Fairness
of the Merger"
whether any Filing Person considered this in making its fairness
determination.
9. Similarly, we note on page C-6 that the preliminary equity value based
on the
TEV/EBITDA was $964 million but that it was rounded to $935 million in
determining
the equity value range. Please explain here why Turnberry rounded down
this value by
almost $30 million and describe in the section captioned "Fairness of
the Merger"
whether any Filing Person considered this in making its fairness
determination.
Reports, Opinions, Appraisals and Negotiations, page 19
10. Disclose the Management Projections.
11. Please revise this section to disclose the data underlying the results
described in each
analysis prepared by Twinberry Partners and to show how that information
resulted in
the multiples/values disclosed. For example, disclose (i) the company's
projected results
Alison W. Miller, Esq.
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
March 20, 2019
Page 3
and the discount rate that were used in conducting the Discounted Cash
Flow analysis (or
a cross-reference to those projections), and (ii) the financial metrics
used in the Market
Transaction and Select Public Company analyses.
Item 3. Identity and Background of Filing Persons, page 24
12. Please tell us why you need to qualify your disclosure in this section
"to the knowledge
of the Filing Persons." What prevents you from knowing and disclosing
this
information? Please explain or delete the qualifier.
Item 10. Sources of Funds, page 30
13. We note your reference to BBX Capital's cash on hand "or otherwise
available to it."
Please tell us whether this references funds to be obtained from a
financing source and, if
so, provide the disclosure required by Item 1007(d) of Regulation M-A.
Item 13. Financial Statements, page 31
14. Please update this section.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff
Please direct any questions to me at (202) 551-3619.
Sincerely,
/s/ Daniel F.
Duchovny
Daniel F.
Duchovny
Special Counsel
Office of Mergers
and Acquisitions