-- BBX Capital Corporation’s Name Changed to
Bluegreen Vacations Holding Corporation --
Bluegreen Vacations Holding Corporation (sometimes referred to
herein as the “former BBX Capital Corporation”) (NYSE: BVH) (OTCQX:
BVHBB) and BBX Capital, Inc. (formerly BBX Capital Florida LLC)
(OTC: BBXIA; BBXIB) (“New BBX Capital”) jointly announced today the
completion of the spin-off of New BBX Capital.
Alan B. Levan, Chairman and Chief Executive Officer of Bluegreen
Vacations Holding Corporation and Chairman of New BBX Capital,
commented, “We are pleased to announce the completion of the
spin-off of New BBX Capital, which separates the former BBX Capital
Corporation into Bluegreen Vacations Holding Corporation and New
BBX Capital. As a result, Bluegreen Vacations Holding Corporation
is now a “pure play” Bluegreen Vacations holding company, while New
BBX Capital will operate as a diversified holding company whose
investments include BBX Capital Real Estate, BBX Sweet Holdings,
and Renin. We believe that the separation allows Bluegreen
Vacations Holding Corporation and New BBX Capital to adopt
strategies and pursue objectives appropriate for each company
independent of the other, better positions each company to maximize
value over the long-term, brings greater clarity to the marketplace
as to each company’s core competencies, and better positions each
company to optimize capital deployment and investment strategies
necessary to advance their respective interests. Further, we
believe that the spin-off reflects our commitment to building
long-term value for shareholders.”
In connection with the spin-off, on September 30, 2020, the
former BBX Capital Corporation distributed to its shareholders one
share of New BBX Capital’s Class A Common Stock for each share of
its Class A Common Stock held of record as of the close of trading
on September 22, 2020, the record date for the distribution, and
one share of New BBX Capital’s Class B Common Stock for each share
of the former BBX Capital Corporation’s Class B Common Stock held
of record as of the close of trading on September 22, 2020. Each
share of New BBX Capital’s Class A Common Stock and Class B Common
Stock distributed in connection with the spin-off has attached
thereto an accompanying preferred share purchase right issued under
the previously announced shareholder rights plan adopted by New BBX
Capital. As a result of the distribution, Bluegreen Vacations
Holding Corporation no longer owns any interest in New BBX Capital,
and the shareholders of Bluegreen Vacations Holding Corporation who
received shares of New BBX Capital’s stock in the distribution have
become the initial shareholders of New BBX Capital following the
spin-off. Shareholders of Bluegreen Vacations Holding Corporation
also retained their shares of Bluegreen Vacations Holding
Corporation’s Class A Common Stock and/or Class B Common Stock.
In connection with the spin-off, New BBX Capital was converted
into a Florida corporation, its name was changed to BBX Capital,
Inc., and it became a separate, public company. Other than
Bluegreen Vacations Holding Corporation’s investment in Bluegreen
Vacations Corporation (“Bluegreen Vacations”), which continues to
be held by Bluegreen Vacations Holding Corporation as described
below, New BBX Capital holds all of the businesses and investments
previously held by the former BBX Capital Corporation, including
BBX Capital Real Estate, BBX Sweet Holdings and Renin. In
connection with the spin-off, Bluegreen Vacations Holding
Corporation issued a $75 million promissory note in favor of New
BBX Capital.
Commencing on October 1, 2020, New BBX Capital’s Class A Common
Stock and Class B Common Stock will trade on the OTC markets. The
trading symbol for New BBX Capital’s Class A Common Stock will be
“BBXIA” and the trading symbol for New BBX Capital’s Class B Common
Stock will be “BBXIB.” Trading will initially be on the OTC Pink
Market, but subject to final approval by FINRA, is expected to move
to the OTCQX on a future trading commencement date to be determined
by the OTC. The CUSIP number for New BBX Capital’s Class A Common
Stock is 073319 105. The CUSIP number for New BBX Capital’s Class B
Common Stock is 073319 204.
Bluegreen Vacations Holding Corporation remains a separate,
public company with its Class A Common Stock and Class B Common
Stock continuing to trade on the NYSE and OTCQX, respectively, but
under the new trading symbols described below. As a result of the
spin-off, Bluegreen Vacations Holding Corporation has become a
holding company for Bluegreen Vacations, a leading vacation
ownership company that markets and sells vacation ownership
interests and manages resorts in popular leisure and urban
destinations. Bluegreen Vacations’ common stock is listed on the
NYSE (NYSE: BXG), and Bluegreen Vacations Holding Corporation
currently holds approximately 93% of Bluegreen Vacations’
outstanding common stock.
In connection with the spin-off, the former BBX Capital
Corporation’s name was changed to Bluegreen Vacations Holding
Corporation. In addition, the ticker symbol for its Class A Common
Stock on the NYSE is changing from “BBX” to “BVH,” and the ticker
symbol for its Class B Common Stock on the OTCQX will change from
“BBXTB” to “BVHBB.” Trading of Bluegreen Vacations Holding
Corporation’s stock under its new name and ticker symbols will
commence with the opening of trading on October 1, 2020.
In connection with its name change, Bluegreen Vacations Holding
Corporation’s Class A Common Stock and Class B Common Stock were
also assigned new CUSIP numbers. The new CUSIP number for Bluegreen
Vacations Holding Corporation’s Class A Common Stock is 096308 101.
The new CUSIP number for Bluegreen Vacations Holding Corporation’s
Class B Common Stock is 096308 200.
Bluegreen Vacations Holding Corporation’s shareholders are not
required to take any action in connection with the name change.
Shareholders do not need to, and are not being asked to, exchange
any current stock certificates as stock certificates reflecting the
former BBX Capital Corporation name will continue to be valid.
In the former BBX Capital Corporation’s proxy statement relating
to the spin-off and New BBX Capital’s Registration Statement on
Form 10, each as previously filed with the SEC, the former BBX
Capital Corporation and New BBX Capital disclosed their respective
expectations regarding the ongoing management of the companies,
including the following: Alan B. Levan will continue to serve as
Chairman and Chief Executive Officer of Bluegreen Vacations Holding
Corporation and will also be Chairman of New BBX Capital. John E.
Abdo will continue to serve as Vice Chairman of Bluegreen Vacations
Holding Corporation and will also be Vice Chairman of New BBX
Capital. Jarett S. Levan is President and Chief Executive Officer
and a director of New BBX Capital. Seth M. Wise is Executive Vice
President and a director of New BBX Capital. Mr. Jarett Levan
resigned as President of Bluegreen Vacations Holding Corporation
but will remain on the Bluegreen Vacations Holding Corporation
Board. Mr. Wise resigned as Executive Vice President and as a
director of Bluegreen Vacations Holding Corporation. In addition to
Mr. Wise, seven other directors resigned from Bluegreen Vacations
Holding Corporation’s Board of Directors in connection with the
spin-off and became directors of New BBX Capital.
Additional information regarding the spin-off, including
information regarding the $75 million promissory note issued by
Bluegreen Vacations Holding Corporation in favor of New BBX Capital
in connection with the spin-off and additional information
regarding the officers and directors of Bluegreen Vacations Holding
Corporation and New BBX Capital, will be set forth in Current
Reports on Form 8-K to be filed by Bluegreen Vacations Holding
Corporation and New BBX Capital with the SEC with respect to these
matters.
About Bluegreen Vacations Holding
Corporation: Bluegreen Vacations Holding Corporation
(NYSE: BVH) (OTCQX: BVHBB) (formerly BBX Capital Corporation) is a
Florida-based holding company whose sole investment is its
approximate 93% ownership interest of Bluegreen Vacations
Corporation (NYSE: BXG). For further information, please visit
www.BVHCorp.com.
About BBX Capital, Inc.: BBX
Capital, Inc. (formerly a subsidiary of Bluegreen Vacations Holding
Corporation) (OTC: BBXIA; BBXIB) is a Florida-based diversified
holding company whose principal investments include BBX Capital
Real Estate, BBX Sweet Holdings and Renin. For additional
information, please visit www.BBXCapital.com.
Forward-Looking
Statements:
This press release contains forward-looking statements. 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 press release
are also forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Forward-looking
statements are based on current expectations and involve risks,
uncertainties and other factors, many of which are beyond the
control of Bluegreen Vacations Holding Corporation and New BBX
Capital, that may cause actual results or performance to differ
from those set forth or implied in the forward-looking statements.
These risks and uncertainties include, without limitation, risks
related to the spin-off of New BBX Capital, including that the
spin-off may not result in the benefits anticipated, uncertainties
regarding the trading of New BBX Capital’s Class A Common Stock
and/or Class B Common Stock, including the liquidity of and market
for New BBX Capital’s stock and uncertainties regarding if or when
trading on the OTCQX will commence, uncertainties related to the
tax effects of the spin-off to Bluegreen Vacations Holding
Corporation’s shareholders, risks and uncertainties regarding
Bluegreen Vacations Holding Corporation’s and New BBX Capital’s
operations as separate public companies as a result of the
spin-off; and other risks and uncertainties related to the spin-off
as set forth in the definitive proxy statement filed by Bluegreen
Vacations Holding Corporation with the SEC on August 27, 2020,
including the “Risk Factors” section thereof. In addition,
reference is also made to other risks and factors detailed in
reports filed by Bluegreen Vacations Holding Corporation with the
SEC, including its Annual Report on Form 10-K for the year ended
December 31, 2019 and Quarterly Report on Form 10-Q for the quarter
ended June 30, 2020, and in New BBX Capital’s filings with the SEC,
including its Registration Statement on Form 10, as amended, each
of which may be viewed on the SEC's website at www.sec.gov.
Bluegreen Vacations Holding Corporation’s SEC filings may also be
viewed in the Investor Relations section of its website at
www.BVHCorp.com. New BBX Capital’s SEC filings may be viewed in the
Investor Relations section of its website at www.BBXCapital.com.
The foregoing factors are not exclusive. You should not place undue
reliance on any forward-looking statement, which speaks only as of
the date made. Neither Bluegreen Vacations Holding Corporation nor
New BBX Capital undertakes, and each of them specifically disclaims
any obligation, to update or supplement any forward-looking
statements, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200930005935/en/
Bluegreen Vacations Holding Corporation
Contact Info: Investor
Relations: Telephone: 954-399-7193
BBX Capital, Inc. Contact
Info: Investor Relations:
Telephone:954-940-5300 Media
Relations: Kip Hunter, Kip Hunter Marketing 954-303-5551,
Email: kip@kiphuntermarketing.com
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