BFC FINANCIAL CORPORATION (OTCMKTS:BFCF) 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 (BBX
Capital) 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 BBX Capital (the Merger Agreement). to
the terms of the Merger Agreement, BBX Capital merged with and
into Merger Sub (the Merger), which is the surviving company of
the Merger and a wholly-owned subsidiary of BFC.
to the terms of the Merger Agreement, each share of BBX Capitals
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). Shares of BBX Capitals ClassA Common Stock which
were converted into the right to receive Merger Consideration but
as to which no election was made were converted into the right to
receive Cash Consideration. Based on the foregoing, it is
estimated that BFC will pay to BBX Capitals shareholders a total
of approximately $16.9million of Cash Consideration and issue to
BBX Capitals shareholders a total of approximately 12.0million
shares of BFCs ClassA Common Stock as Stock Consideration.
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 BFCs 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 BFCs Current Report on Form 8-K filed on
On December15, 2016, BFC and BBX Capital issued a press release
announcing the closing of the Merger. A copy of the press release
is attached as Exhibit 99.2 hereto.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective upon consummation of the Merger, the five directors of
BBX Capital who were not also directors of BFC – Steven M.
Coldren, Norman H. Becker, Willis N. Holcombe, Anthony P. Segreto
and Charlie C. Winningham, II – were appointed to BFCs Board of
Directors to serve for a term expiring at BFCs 2017 Annual
Meeting of Shareholders.
Assumption of BBX Capital Equity Plans; Conversion of BBX
Capital Equity Awards
to the terms of the Merger Agreement, effective upon consummation
of the Merger, BFC adopted and assumed BBX Capitals 2014 Stock
Incentive Plan, as amended, and BBX Capitals 2005 Restricted
Stock and Option Plan, as amended (collectively, the BBX Capital
Equity Plans). Options and restricted stock awards granted under
the BBX Capital Equity Plans and outstanding at the effective
time of the Merger, including those held by BFCs executive
officers, other employees, and directors, were converted into BFC
options or restricted stock awards, as the case may be.
Specifically, each option to acquire shares of BBX Capitals
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 the Merger exchange ratio of 5.4 shares of BFCs
ClassA Common Stock for each share of BBX Capitals ClassA Common
Stock 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 BBX Capitals 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 Merger exchange ratio of 5.4 shares of
BFCs ClassA Common Stock for each share of BBX Capitals ClassA
Item9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. The
financial statements of BBX Capital otherwise required by this
Item have been previously reported by BFC in its Registration
Statement on Form S-4, as amended (Registration No.333- 213282),
filed with the Securities and Exchange Commission.
(b) Pro forma financial information. The pro forma
financial information required by this Item is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
Unaudited Pro Forma Condensed Consolidated Financial
|99.2||Press Release Dated December15, 2016|
About BFC FINANCIAL CORPORATION (OTCMKTS:BFCF)
BFC Financial Corporation (BFC) is a holding company. The Company’s principal holdings include its investment in BBX Capital Corporation and subsidiaries (BBX Capital), and its interest in Woodbridge Holdings, LLC (Woodbridge). It operates through two segments: Bluegreen and BBX Capital. Woodbridge owns Bluegreen Corporation and subsidiaries (Bluegreen). Bluegreen is a sales, marketing and management company focused on the vacation ownership industry. Bluegreen markets, sells and manages vacation ownership interests (VOIs) in resorts. It provides club and property owner’s association management services, mortgage servicing, VOI title services, reservation services, and construction design and development services. The BBX Capital segment consists of BBX Capital’s monetization and management of legacy assets (the assets retained by BBX Capital following the sale of BankAtlantic) and BBX Capital’s investments in real estate, and real estate development and in operating businesses. BFC FINANCIAL CORPORATION (OTCMKTS:BFCF) Recent Trading Information
BFC FINANCIAL CORPORATION (OTCMKTS:BFCF) closed its last trading session up +0.55 at 4.75 with 345,306 shares trading hands.