8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2014

BFC FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Florida	001-09071	59-2022148
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida	33301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 954-940-4900

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02Termination of a Material Definitive Agreement.  

BBX Capital Corporation (“BBX Capital”), formerly BankAtlantic Bancorp, Inc., and BFC Financial Corporation ("BFC"), the controlling shareholder of BBX Capital, announced that as a result of the time frames involved in the appeal of the verdict in the securities case discussed below, the Boards of Directors of BFC and BBX Capital mutually agreed to terminate the companies’ proposed merger contemplated by the Agreement and Plan of Merger, dated May 7, 2013, by and among BBX Capital, BFC and BBX Merger Sub, LLC, a wholly owned subsidiary of BFC (the “Merger Agreement”).  The Merger Agreement was terminated on December 15, 2014.

The Merger Agreement provided for BBX Capital to merge with and into a wholly owned subsidiary of BFC and for BBX Capital’s shareholders to receive 5.39 shares of BFC’s Class A Common Stock in exchange for each share of BBX Capital’s Class A Common Stock that they held at the effective time of the merger.

Alan B. Levan, BFC’s Chairman, Chief Executive Officer and President, and John E. Abdo, BFC’s Vice Chairman, serve as Chairman and Chief Executive Officer of BBX Capital and Vice Chairman of BBX Capital, respectively.  Jarett S. Levan, the son of Mr. Alan Levan, serves as a director and Executive Vice President of BFC and as a director and President of BBX Capital.  John K. Grelle serves as Executive Vice President and Chief Financial Officer of both BFC and BBX Capital.  Seth M. Wise serves as director and Executive Vice President of BFC and as Executive Vice President of BBX Capital.

Item 8.01 Other Events.

BBX Capital Corporation also announced that a jury rendered a split decision in a federal securities case titled In re: Securities and Exchange Commission v. BankAtlantic Bancorp, Inc. and Alan B. Levan. 

The jury found in favor of BBX Capital and Mr. Levan with respect to all of its disclosures in its Quarterly Reports on Form 10-Q for the 2007 first and second quarters, but found against them with respect to three sentences spoken by Alan Levan in BBX Capital’s July 25, 2007 earnings conference call.  The jury also found that BBX Capital made a decision to sell certain loans in the fourth quarter of 2007 and failed to classify these loans as loans held-for-sale instead of loans held-for-investment (which BBX Capital impaired over time).

BBX Capital and Mr. Levan will file motions to enter judgment in their favor on all counts and if these motions are denied will bring the issues to the 11th Circuit Court of Appeals. 

On December 15, 2014, a press release was issued regarding the jury’s verdict and the termination of the Merger Agreement.  A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1Press Release dated December 15, 2014

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  December 17, 2014

BFC Financial Corporation

By: /s/ John K. Grelle              

John K. Grelle,

Executive Vice President and

Chief Financial Officer

EXHIBIT INDEX

Exhibit  Description

Uly 31
Exhibit 99.1	Press Release dated December 15, 2014

EX-99.1

Exhibit 99.1

BBX Capital ProvidesStatement on Verdict

BFC Financial and BBX Capital Announce

Termination of Merger Agreement

FORT LAUDERDALE, Florida – December 15, 2014 -- BBX Capital Corporation (“BBX Capital” or the “Company”) (NYSE: BBX), announced today that, following a six week trial in federal court in Miami, a jury rendered a split decision in a federal securities case brought against BBX and its Chairman, Alan Levan.  The issues in the case arose out of loan losses reported by BankAtlantic in October 2007, driven by the dramatic collapse of the Florida real estate market. 

The jury found in favor of BBX and Mr. Levan with respect to all of its disclosures preceding the market collapse except for three sentences uttered by Alan Levan in BBX’s lengthy July 25, 2007 earnings conference call.  With respect to that conference call, prior to the jury’s deliberations, the judge instructed the jury that the three sentences were “objectively false,” a conclusion vigorously disputed by BBX and Mr. Levan.

In commenting on that part of the verdict finding against him, Alan Levan said that, “A decent and hard working group of jurors was misled by a jury instruction that is just wrong.  What I told investors in July was true.  I provided a candid view of what I believed faced the company and, when the housing market crashed a few weeks later, what I said was proved correct.  BBX was one of the first companies to recognize the severity of the housing market crash and accept the losses most others ignored for many months. If this part of the verdict is allowed to stand, no officer of any public company could ever again safely participate in earnings conference calls.”

BBX noted that the identical jury instruction was given in the private securities litigation which preceded this case.  After enduring a similar jury outcome, BBX and Levan ultimately prevailed in that case.

The jury also found that BBX made a decision to sell loans in the fourth quarter of 2007 and thereafter failed to treat those loans as “held for sale” rather than “held for investment.”  With respect to that claim, Levan stated that, “We explored selling loans in

that period as one of many possible strategies to deal with the collapsing real estate market.  We followed the accounting guidance, booked the loans appropriately and, early in 2008, recognizing that there was no market to sell any of these loans at any price, never thereafter considered selling these loans as a viable strategy.  I am not an accountant and do not participate in accounting decisions for the company.I am very confident this part of the verdict will be corrected down the road as well.”

BBX also noted that some news stories following the verdict have misconstrued the form of verdict.  The SEC prevailed on a single disclosure issue – the three sentences in the July 2007 conference call -- that is repeated in a series of essentially similar questions.  The SEC also prevailed on a single held for sale issue that is repeated in a series of similar questions.

The Company and Mr. Levan will file motions to enter judgment in their favor on all counts and if these motions are denied will bring the issues to the 11th Circuit Court of Appeals in Atlanta.  

As a result of the time frames involved in the appeal of the verdict, the Boards of Directors of BFC Financial Corporation and BBX Capital mutually agreed to terminate the companies’ proposed merger contemplated by the May 7, 2013 merger agreement between the parties.

About BBX Capital Corporation:

BBX Capital (NYSE: BBX) is involved in the acquisition, ownership, management, joint ventures and investments in real estate and real estate development projects, as well as acquisitions, investments and management of middle market operating businesses.  In addition, BBX Capital and its holding company, BFC Financial Corporation (OTCQB: BFCF), have a 46% and 54% respective ownership interest in Bluegreen Corporation.  As a result of their ownership interests, BBX and BFC own 100% of Bluegreen.  Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 60 owned or managed resorts, and access to more than 4,000 resorts worldwide.

As of September 30, 2014, BBX Capital had total consolidated assets of $386.5 million, shareholders' equity attributable to BBX Capital of approximately $309.7 million, and total consolidated equity of approximately $311.0 million.  BBX Capital’s book value per share at September 30, 2014 was $19.15.  For more information, visit www.BBXCapital.com. 

About BFC Financial Corporation:

BFC (OTCQB: BFCF; BFCFB) is a holding company whose principal holdings include a 52% ownership interest in BBX Capital Corporation (NYSE: BBX) and its indirect ownership interest in Bluegreen Corporation.  BFC owns a 54% equity interest in

Woodbridge, the parent company of Bluegreen.  BBX Capital owns the remaining 46% equity interest in Woodbridge.  Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 60 owned or managed resorts, and access to more than 4,000 resorts worldwide.  BBX Capital, a New York Stock Exchange listed company, is involved in the acquisition, ownership, management, joint ventures and investments in real estate and real estate development projects, as well as acquisitions, investments and management of middle market operating businesses.  As described above, BBX Capital also has a 46% equity interest in Bluegreen. 

As of September 30, 2014, BFC had total consolidated assets of approximately $1.4 billion, shareholders' equity attributable to BFC of approximately $251.8 million, and total consolidated equity of approximately $448.8 million. BFC’s book value per share at September 30, 2014 was $3.13.  For more information, visit www.BFCFinancial.com.

For further information, please visit our family of companies:

BBX Capital: www.BBXCapital.com

Bluegreen Corp.: www.BluegreenVacations.com

Renin Corp.: www.ReninCorp.com

RoboVault:www.RoboVault.com

BBX Sweet Holdings: Hoffman’s Chocolates: www.Hoffmans.com, Williams & Bennett:

www.WilliamsandBennett.com, Jer’s Chocolates: www.Jers.com, Helen Grace Chocolates: www.HelenGrace.com,  Anastasia Confections: www.AnastasiaConfections.com, and The Toffee Box: www.thetoffeebox.com

BFC Financial Corporation: www.BFCFinancial.com

BBX Capital Contact Info:

Media Contact: Kip Hunter Marketing, 954-765-1329

Aimee Adler/ Jodi Goldstein

Email: aimee@kiphuntermarketing.com,  jodi@kiphuntermarketing.com

Investor Relations: Leo Hinkley, Managing Director, 954- 940-5300

Email: LHinkley@BBXCapital.com

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Except for historical information contained herein, the matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding ongoing litigation that involve substantial risks and uncertainties,including that the results of motions with the trial judge and an appellate review are uncertain and could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein.