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): April 5, 2021

BLUEGREEN VACATIONS HOLDING 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.)

4960 Confrence Way North, Suite 100, Boca Raton, Florida	33301
(Address of principal executive offices)	(Zip Code)

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

BBX Capital Corporation

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $.01 par value	BVH	New York Stock Exchange

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]

Item 8.01 Other Events

On April 5, 2021, Bluegreen Vacations Holding Corporation (“BVH”), which currently beneficially owns approximately 93% of the outstanding shares of common stock of Bluegreen Vacations Corporation (“Bluegreen”), issued a press release announcing that it intends to acquire the approximately 7% of Bluegreen’s Common Stock not currently owned by it through a statutory short-form merger under Florida law pursuant to which each share of Bluegreen’s common stock outstanding at the effective time of the merger, other than shares beneficially owned by BVH, will be converted into the right to receive 0.51 shares of BVH’s Class A Common Stock. The merger is not subject to any financing condition or shareholder approval. Under Florida law, the holder of more than 80% of the outstanding shares of Bluegreen’s common stock may effect a statutory short-form merger without the approval of, or action by, the Board of Directors or any other shareholders of Bluegreen. Accordingly, the Board of Directors of Bluegreen has not acted to approve or disapprove the merger, and neither the shareholders of Bluegreen nor the shareholders of BVH will be asked to approve or disapprove the merger or be furnished a proxy in connection with voting on the merger. BVH expects to effect the merger following the effectiveness of BVH’s Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission with respect to the shares of BVH’s Class A Common Stock to be issued in the merger and the approval of the listing of those shares on the New York Stock Exchange. However, the merger may be terminated by BVH, in its sole discretion, at any time before it becomes effective, including in the event of pending or threatened litigation relating to the merger. A copy of BVH’s press release relating to the contemplated merger is filed as Exhibit 99.1 hereto.

Item 9.01.    Financial Statements and Exhibits.

d) Exhibit.

99.1 - Press Release dated April 5, 2021

‎

1

SIGNATURES

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: April 5, 2021	Bluegreen Vacations Holding Corporation
	By:	/s/ Raymond S. Lopez
		Raymond S. Lopez
		Chief Financial Officer

2

EX-99.1

Bluegreen Vacations Holding Corporation Announces Its Intention to Acquire Outstanding Shares of Bluegreen Through a Short-Form Merger

BOCA RATON, Florida – April 05,  2021 – Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) (“BVH”)announced today that  it intends to acquire the approximately 7% of Bluegreen Vacations Corporation (NYSE: BXG) (“Bluegreen” or “BXG”)  common stock not currently owned by BVH through a statutory short-form merger under Florida law.  In the merger, a newlyformed wholly owned subsidiary would merge with and into Bluegreen, with Bluegreen being the surviving company of the merger and becoming a wholly owned subsidiary of BVH.  As a result of the merger, each share of BXG’s common stock outstanding at the effective time of the merger, other than shares beneficially owned by BVH, will be converted into the right to receive 0.51 shares of BVH’s Class A Common Stock.  

BVH currently has as its sole investment its approximately 93% ownership of BXG.  Additionally:

· Both BXG and BVH are New York Stock Exchange (“NYSE”) companies with identicaloperations.  Both companies have an average trading volume of approximately 35,000 shares daily.

· The proposed merger does not result in a change of control.

· All members on the BVH Board of Directors are also board members of BXG.  After the merger,any BXG directors not currently directors of BVH will join the BVH board.

The  proposed merger, among other things,is anticipated to:

· Simplify the ownership structure, creating greater transparency ofthe value of Bluegreen as an entity.

· Allow investors to trade in a single public market therebyeliminating confusion in the public markets regarding the two public companies which own the same assets.

· Provide for greater liquidity to Bluegreenshareholders, as the public float is expected toincrease.

1

· Eliminate one set of public company costs, currently estimated to be approximately $0.5 million to $1.0 million annually.

· Offer potential value accretion as a result of the above.

Alan B. Levan, Chairman and Chief Executive Officer of both BVH and BXG commented: “The market valuation of BVH has significantly trailed that of BXGnotwithstanding BVH’s spin-off of its non-timeshare assets on September 30, 2020. Since the spin-off, BVH’s sole investment is its 93% ownership of BXG and BVH’s overhead costsare only $2.0 million annually.  Further, BVH’sincremental net indebtedness as of December 31, 2020 was only $123.9 million.Shareholders of both BVH and BXG have suggested that the two companies should be merged into a single entity.  However, as we evaluated this opportunity, it was difficult to determine the appropriate exchange rate for BXG and BVH shareholders due to the unexplained value difference, the volatility of both stocks, and the relatively low float of both companies.  Accordingly, the Board of BVHmade the determination to set the exchange ratio at the average of the volume-weighted average prices (“VWAP”) of both BXG and BVH stock for the last thirty trading days ending March 30, 2021, which they believe is fair to both BVH and BXG shareholders.  We are hopeful this merger will provide efficiency in the market which shouldin the future ultimately result in a higher valuation of the combined company.”

BVH currently beneficially owns approximately 93% of Bluegreen’s common stock.  Under Florida law, the holder of more than 80% of the outstanding shares of Bluegreen’s common stock may effect a merger without the approval of, or action by, the Board of Directors or any other shareholders of Bluegreen. Accordingly, the Board of Directors of Bluegreen has not acted to approve or disapprove the merger, and the shareholders of Bluegreen will not be asked to approve or disapprove the merger or be furnished a proxy in connection with voting on the merger.  Assuming the merger is consummated, current Bluegreen shareholders who own approximately 7% of Bluegreen are expected to ownapproximately 2,664,000 shares of BVHs Class A Common Stock, representing 12% of the total outstanding BVH Class A and Class B Common Stock. The shares of BVH Class A Common Stock to be issued to them will be listed for trading on the NYSE.

It is expected that the merger will be effected by the end of the second quarter of 2021 following the effectiveness of BVH’s registration statement filed with the Securities and Exchange Commission (the “SEC”) with respect to the Class A Common Stock to be issued in the merger and the listing of those shares on the NYSE.  A copy of the prospectus with respect to the shares to be issued in the merger will be mailed to Bluegreen’s shareholders within 10 days afterthe effectiveness of the merger.  The merger is not subject to any financing condition. However, BVH is not under any obligation to cause the merger to be completed, and it could decide to terminate the merger, in its sole discretion, at any time before it becomes effective, including in the event of pending or threatened litigation relating to the contemplated merger.

2

Bluegreen Vacations Holding Corporation has prepared a six-page slide presentation outlining the proposed short-form merger. A summary of the slide presentation follows at the end of this release. Additionally, theslide presentation is also available to view at the BVH website at https://ir.bvhcorp.com/company-information/presentations and/or the BXG website at https://ir.bluegreenvacations.com/presentations.

- - -

About Bluegreen Vacations Holding Corporation:  Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) is a Florida-based holding company whose sole investment is its approximate 93% ownership of Bluegreen Vacations Corporation (NYSE: BXG). For additional information, please visit www.BVHCorp.com.

About Bluegreen Vacations Corporation: Bluegreen (NYSE: BXG) is a leading vacation ownership company that markets and sells vacation ownership interests (VOIs) and manages resorts in top leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with 68 Club and Club Associate Resorts and access to nearly 11,300 other hotels and resorts through partnerships and exchange networks. Bluegreen also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services, to or on behalf of third parties. Bluegreen is approximately 93% owned by Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB), a Florida-based holding company. For additional information, please visit www.BluegreenVacations.com.  

Bluegreen Vacations Holding Corporation Contact Info:

Investor Relations: Leo Hinkley, Managing Director, Investor Relations Officer

Telephone: 954-399-7193 Email: Leo.Hinkley@BVHcorp.com

###

Cautionary Note RegardingForward-Looking Statements.Thisreleasecontains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of theSecuritiesExchange Actof 1934, as amended. All opinions, forecasts, projections,future plansor other statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements may be identified by the use of words or phrases such as "plans," "believes," "will," "expects," "anticipates," "intends," "estimates," "our view," "we see," "would" and words and phrases of similar import. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties.These risks and uncertainties include, but are not limited to, those relating to thecontemplatedmerger describedherein, including risks and uncertainties related to the “implied value” of BVH which may not be realized in the near term or at all, risks that the merger may not be consummated when expected or at all(including that Bluegreen Vacations Holding

3

Corporation has the right, in the sole discretion of its Board of Directors, to terminate the merger at any time before it becomes effective),andthat the benefits expected from the mergermay not be realizedto the extent anticipated or at all.The reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made.In addition, past performance may not be indicative of future results.Reference is also made to the risks and uncertainties regarding the businesses, operations and trading markets ofBluegreen Vacations Holding Corporationand BluegreenVacationsCorporationwhich are detailed in reportsfiled bythemewith the SEC, including the "Risk Factors" sections thereof, and may be viewed on the SEC's website at www.sec.gov. The companies caution that the foregoing factors are not exclusive.Neither company undertakes, andeach of them specifically disclaims any obligation to, update or supplement any forward-looking statements.

Additional Information and Where You Can Find It.Bluegreen Vacations Holding Corporation intends to file with the SEC a Registration Statement on Form S-4, which will include a prospectus of Bluegreen Vacations Holding Corporation,to register the shares of its ClassACommon Stock issuable to Bluegreen’s shareholders in connection with the merger described in this press release. INVESTORS AND SHAREHOLDERSARE URGEDTO CAREFULLY READ THE REGISTRATION STATEMENT, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BLUEGREEN VACATIONS HOLDING CORPORATION, BLUEGREEN VACATIONS CORPORATION, THE CONTEMPLATED MERGER AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of theprospectus which formsa part of the Registration Statement on Form S-4and other documents filed with the SEC by the companiesthrough theSEC’swebsite atwww.sec.gov.  In addition, theprospectus and otherdocuments filed byBluegreen Vacations Holding Corporation with the SECmay be obtained free of chargein the Investor Relations section of Bluegreen Vacations Holding Corporation’s website atwww.bvhcorp.com,and the documents filed byBluegreen Vacations Corporation with the SECmay be obtained free of chargein the Investor Relations section of Bluegreen Vacations Corporation’s website atwww.bluegreenvacations.com.

No Offer or Solicitation.Thisreleaseis not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdictionpursuant to orin connection with the contemplated mergeror otherwise, nor shall there be any saleorissuance of securities in any jurisdictionwhere it wouldbe unlawful prior to registration or qualification under the securities laws of any such jurisdiction.No offer of securitiesshall be madeexcept by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

4

The following is a summary of Bluegreen Vacations Holding Corporation’s slide presentation outlining the proposed short-form merger. The slide presentation is available to view at the BVH website at https://ir.bvhcorp.com/company-information/presentations and/or the BXG website at https://ir.bluegreenvacations.com/presentations.

BLUEGREEN VACATIONS HOLDING CORPORATION

TO ACQUIRE OUTSTANDING SHARES OF BLUEGREEN VACATIONS CORPORATION

Transaction at a Glance

" Bluegreen Vacations Holding Corporation (“BVH”) to issue approximately 2,664,000 shares of BVH Class A Common Stock in exchange for 5,223,283 shares of Bluegreen Vacations Corporation (“Bluegreen” or “BXG”), an exchange ratio of 0.51:1.

" As a result of the transaction, BXG would become a private, wholly owned subsidiary of BVH.

" Transaction is expected to be completed in the second quarter of 2021, subject to BVH’s right to terminate the merger at any time prior to closing, including in the event of shareholder litigation relating to the merger.

" BVH currently has as its sole investment its approximately 93% ownership of BXG.  Additionally:

" The proposed merger does not result in a change of control.

" All members on the BVH Board of Directors are also board members of BXG.  After the merger, any BXG directors not currently directors of BVH will join the BVH board.

" Senior leadership is the same for both companies.

Strategic Rationale

" Opportunity to simplify the ownership structure, creating greater transparency of the value of Bluegreen.

" Results in one public market for the business.

" Provides greater liquidity to Bluegreen shareholders, as public float is expected to increase.

" Eliminates one set of public company costs, currently estimated to be approximately $0.5 million to $1.0 million annually.

" Offer potential value accretion of BVH to BXG valuation (see Implied Value of BVH below).

5

Implied Value of BVH(1)

(in millions except for share and per share data)

· Implied equity value of BVH based on current Bluegreen (BXG) equity value.

Bluegreen (BXG) Equity Value (2)	$	806.0
Less: Incremental Net Debt of BVH (4)		(123.9)
Implied Equity Value of BVH	$	682.1

· Proforma Shares and Implied Price Per Share:

BVH Common Shares outstanding (Class A & B)	19,317,715
Shares to be issued to current BXG shareholders	2,664,000
Pro Forma Shares	21,981,715

Implied share price of BVH (3) $ 31.03 

· Exchange Ratio – the Exchange Ratio was set at the average of the volume-weighted average prices (“VWAP”) of both Bluegreen (BXG) and BVH shares for the last thirty trading days ending March 30, 2021.

· Exchange Ratio – Bluegreen (BXG) shares to be converted at an exchange ratio of 0.51 of BVH shares.  Example:  1,000 shares of Bluegreen (BXG) will be converted to 510 shares of BVH.

(1) The market capitalization of BVH as of 3/30/2021 was $340.9 million.  This analysis is for illustrative purposes only and is not indicative of current market value.

(2) Represents total market capitalization as of 3/30/2021.

(3) Implied share price based on implied equity value of BVH divided by the sum of existing BVH shares and the incremental shares issued to Bluegreen (BXG) shareholders.

(4) See calculation of Net Debt of BVH as of 12/31/2020 below.

Incremental Net Debt of BVH(1)
(in millions)

Woodbridge-Levitt Capital Trusts I-IV (2)	$	66.3
Note Payable to New BBX (BBX Capital) (3)		75.0
Total Debt	$	141.3

BVH Total Cash	$	17.7
Less: BVH Restricted Cash		(0.3)
BVH Cash and Cash Equivalents	$	17.4

Net Debt $ 123.9 

(1) As of 12/31/2020.

(2) Maturity Years 2035-2036.  Interest rates 4.01% - 4.04%

(3) Maturity 2025.  Interest rate 6.00%.

6

XML

Document And Entity Information	Apr. 05, 2021
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Apr. 05, 2021
Entity Registrant Name	BLUEGREEN VACATIONS HOLDING CORPORATION
Entity Incorporation, State or Country Code	FL
Entity File Number	001-09071
Entity Tax Identification Number	59-2022148
Entity Address, Address Line One	4960 Confrence Way North
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33301
City Area Code	954
Local Phone Number	940-4900
Title of 12(b) Security	Class A Common Stock, $.01 par value
Trading Symbol	BVH
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000315858
Amendment Flag	false