BBX CAPITAL CORPORATION (NYSE:BBX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01
|
Completion of Acquisition or Disposition of Assets. |
On December15, 2016, BFC Financial Corporation (BFC) completed
its previously announced acquisition of all of the outstanding
shares of ClassA Common Stock of BBX Capital Corporation (the
Company) not previously owned by BFC, to the terms of the
Agreement and Plan of Merger, dated as of July27, 2016, as
amended on October20, 2016, between BFC, BBX Capital LLC
(formerly BBX Merger Subsidiary LLC), a wholly-owned subsidiary
of BFC (Merger Sub), and the Company (the Merger Agreement). to
the terms of the Merger Agreement, the Company merged with and
into Merger Sub (the Merger), the surviving company of the
Merger, and the separate corporate existence of BBX Capital
Corporation ceased.
to the terms of the Merger Agreement, each share of the Companys
ClassA Common Stock outstanding immediately prior to the
effective time of the Merger (other than shares held by BFC and
shares as to which appraisal rights were exercised in accordance
with Florida law) was converted into the right to receive, at the
election of the holder thereof, either (i) $20.00 in cash,
without interest (the Cash Consideration), or (ii) 5.4 shares of
BFCs ClassA Common Stock (the Stock Consideration and,
collectively with the Cash Consideration, the Merger
Consideration). An election to receive Stock Consideration was
made with respect to a total of approximately 2,241,000 shares of
the Companys ClassA Common Stock. Holders of the balance of the
shares of the Companys ClassA Common Stock which were entitled to
receive Merger Consideration (other than 362 shares as to which
appraisal rights were asserted) either elected to receive Cash
Consideration or were converted into the right to receive Cash
Consideration to the Merger Agreement because no election was
received with respect to those shares.
to the terms of the Merger Agreement, each option to acquire
shares of the Companys ClassA Common Stock that was outstanding
at the effective time of the Merger, whether or not then
exercisable, was converted into an option to acquire shares of
BFCs ClassA Common Stock upon the same terms and conditions as in
effect at the effective time of the Merger, except that the
number of shares which may be acquired upon exercise of the
option now equals the number of shares subject to the option at
the effective time of the Merger multiplied by 5.4 (the exchange
ratio in the Merger) and the exercise price of the option now
equals the exercise price at the effective time of the Merger
divided by 5.4. In addition, each share of the Companys ClassA
Common Stock subject to a restricted stock award outstanding at
the effective time of the Merger was converted to the terms of
the Merger Agreement into a restricted share of BFCs ClassA
Common Stock, which restricted shares are subject to the same
terms and conditions as in effect at the effective time of the
Merger, except that the number of restricted shares subject to
the award has been multiplied by the exchange ratio of 5.4.
The foregoing summary of the Merger and the Merger Agreement does
not purport to be complete and is subject to, and qualified in
its entirety by reference to, the full text of the Merger
Agreement as entered into on July27, 2016, a copy of which was
filed as Exhibit 2.1 to the Companys Current Report on Form 8-K
filed on July28, 2016, and the October20, 2016 letter agreement
which amended the Merger Agreement, a copy of which was filed as
Exhibit 2.1 to the Companys Current Report on Form 8-K filed on
October20, 2016.
On December15, 2016, the Company and BFC issued a press release
announcing the closing of the Merger. A copy of the press release
is attached as Exhibit 99.1 hereto.
| Item3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information included under Item 2.01 above is incorporated
into this Item 3.01 by reference.
The Companys ClassA Common Stock was listed for trading on the
New York Stock Exchange (the NYSE). On December15, 2016, the
Company informed the New York Stock Exchange (the NYSE) of the
completion of the Merger. Accordingly, the Company requested that
the NYSE file a Form 25 with the SEC to delist the Companys
ClassA Common Stock from the NYSE and to deregister the Companys
ClassA Common Stock under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act). BBX Capitals
ClassA Common Stock was suspended from trading on the NYSE prior
to the opening of trading on December16, 2016. The Company
intends to file a Certification and Notice of Termination on Form
15 with the SEC in order to deregister its ClassA Common Stock
under Section 12(g) of the Exchange Act and suspend the Companys
reporting obligations under the Exchange Act as soon as
practicable following the effective date of the Form 25.
| Item3.03 |
Material Modification to Rights of Security Holders. |
The information included under Item 2.01 above is incorporated
into this Item 3.03 by reference.
As a result of the Merger, the Companys shareholders (other than
BFC, which owns 50% of Merger Sub into which the Company was
merged) ceased to have any rights with respect to their shares of
the Companys ClassA Common Stock, except for the right to receive
the Merger Consideration to which they are entitled (or, in the
case of a shareholder who asserted appraisal rights, the right to
receive a cash payment in an amount equal to the fair value of
such shareholders shares as determined to Florida law).
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
On December15, 2016, BBX Capital held a special meeting of its
shareholders (the Special Meeting) for the purpose of voting on
the Merger Agreement. Under Florida law and the Companys Restated
Articles of Incorporation and Amended and Restated Bylaws, in
each case, as amended, approval of the Merger Agreement by the
Companys shareholders required the affirmative vote of holders of
shares of BBX Capitals ClassA Common Stock and ClassB Common
Stock representing a majority of the votes entitled to be cast on
the Merger Agreement. In addition, to the terms of the Merger
Agreement, the affirmative vote of holders of a majority of the
shares of the Companys ClassA Common Stock voted on the Merger
Agreement,
excluding the shares voted by BFC and its affiliates, was
required for approval of the Merger Agreement. The voting results
at the Special Meeting were as follows:
Proposal 1: Approval of the Merger
Agreement
Voting Results – Holders of the Companys ClassA Common Stock
and ClassB Common Stock
|
Votes For |
VotesAgainst | Abstentions | ||
| 30,206,115 | 25,781 | 7,069 |
The votes FOR the Merger Agreement by the holders of BBX Capitals
ClassA Common Stock and ClassB Common Stock represented
approximately 97% of the total number of votes entitled to be
cast on the Merger Agreement.
Voting Results – Holders of the Companys ClassA Common Stock
other than BFC and its Affiliates
|
VotesFor |
VotesAgainst | Abstentions | ||
| 2,071,978 | 25,781 | 7,069 |
The shares voted FOR the Merger Agreement by the holders of BBX
Capitals ClassA Common Stock not including BFC and its affiliates
(the Unaffiliated Shareholders) represented approximately 98% of
the shares voted by the Unaffiliated Shareholders and
approximately 70% of the total number of outstanding shares of
BBX Capitals ClassA Common Stock held by the Unaffiliated
Shareholders.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release dated December15, 2016 |
About BBX CAPITAL CORPORATION (NYSE:BBX)
BBX Capital Corporation (BBX Capital) is involved in the acquisition, ownership and management of joint ventures and investments in real estate and real estate development projects, as well as investments in operating businesses. The Company operates through three business segments: BBX, Renin and Sweet Holdings. The BBX segment consists of the activities associated with managing the commercial loan portfolio, real estate properties of BBX Capital and its subsidiaries, including BBX Partners, BBX Capital Asset Management, LLC (CAM) and Florida Asset Resolution Group, LLC (FAR). The Renin segment consists of the activities of Renin Holdings, LLC and its subsidiaries (Renin). Renin manufactures interior closet doors, wall decor, hardware and fabricated glass products. The Sweet Holdings segment consists of the activities of BBX Capital’s acquired operating businesses in the confection industry. The Sweet Holdings segment companies manufacture chocolate and hard candy products. BBX CAPITAL CORPORATION (NYSE:BBX) Recent Trading Information
BBX CAPITAL CORPORATION (NYSE:BBX) closed its last trading session at 20.05 with 4,315 shares trading hands.