CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are those that relate to matters other than historical facts and can be identified by words such as may, should,
will, could, would, anticipate, plan, believe, project, estimate, expect, strategy, future, likely, and
similar expressions, among others. Forward-looking statements include, but are not limited to, statements about the anticipated benefits of the Merger, the future operations, financial position, liquidity, performance, prospects and strategies of
BVH and Bluegreen as a wholly owned subsidiary of BVH as a result of the Merger, and economic and industry conditions and trends. Forward-looking statements, wherever they occur in this prospectus or in the documents incorporated by reference into
this prospectus, are not promises or guarantees. Rather, they reflect managements expectations and assumptions about future events and judgments of management based on currently available information, which are subject to a number of risks,
uncertainties and changes in circumstances, including many that are difficult to predict and are outside of the control of BVH and Bluegreen. Accordingly, actual results may differ materially from those reflected in or implied by the forward-looking
statements.
Risks and uncertainties related to the Merger include, but are not limited to, the risk that BVH may not realize the
anticipated benefits of the Merger to the extent anticipated, or at all; the costs, including legal fees and other expenses, incurred by BVH in connection with the Merger; diversion of management attention to the Merger; fluctuations in the market
price of BVHs Class A Common Stock and that the market price of BVHs Class A Common Stock may be affected by factors different from, or in addition to, those that historically affected the market price of Bluegreens
common stock; that certain directors and executive officers of BVH have interests in the Merger that may be different from, or in addition to, those of shareholders generally; strategic partners and other third parties may terminate or alter
existing relationships with BVH or Bluegreen; the risk of litigation; the tax consequences of the Merger to Bluegreens shareholders; and the other risks and uncertainties described in the Risk Factors Risks Related to the
Merger section of this prospectus.
In addition to the foregoing, the business, operations and results of BVH, including Bluegreen
as a wholly owned subsidiary of BVH as a result of the Merger, and the ownership of BVHs Class A Common Stock are subject to risks and uncertainties, including, without limitation, those set forth in the Risk Factors and
Cautionary Note Regarding Forward-Looking Statements sections of, and elsewhere in, the companies respective Annual Reports on Form 10-K for the year ended December 31, 2020 and other
filings which are incorporated herein by reference. See Where You Can Find More Information.
The risks and uncertainties may
be amplified by the COVID-19 pandemic, which has caused significant economic instability and uncertainty and has adversely impacted the vacation ownership and travel industries and the business and results of
BVH and Bluegreen. The extent to which the COVID-19 pandemic continues to impact the vacation ownership and travel industries and the business and results of BVH and Bluegreen, as a wholly owned subsidiary of
BVH as a result of the Merger, will depend on numerous factors which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, actions to contain the outbreak or mitigate its
impact, including potential further government-mandated shutdown orders, how quickly and to what extent normal economic and operating conditions may resume, and Bluegreens ability to successfully navigate the impacts of the pandemic and resume
full business operations thereafter.
The risks and uncertainties described or referred to above should not be considered as a complete
statement of all potential risks and uncertainties. In addition, shareholders are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which the statements were made, and it should not be assumed
that the statements remain accurate as of any future date. In addition, past performance and perceived trends may not be indicative of future results or trends. Neither BVH nor Bluegreen undertakes any obligation to, and each of them disclaims any
obligation or intention to, update any forward-looking statements,
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