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, 2016

BFC FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Florida	001-09071	59-2022148
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 2.01 Completion of Acquisition or Disposition of Assets.

On December 15, 2016, BFC Financial Corporation (“BFC”) completed its previously announced acquisition of all of the outstanding shares of Class A Common Stock of BBX Capital Corporation (“BBX Capital”) not previously owned by BFC, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 27, 2016, as amended on October 20, 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”). Pursuant 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.

Pursuant to the terms of the Merger Agreement, each share of BBX Capital’s Class A 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 BFC’s Class A Common Stock (the “Stock Consideration” and, collectively with the Cash Consideration, the “Merger Consideration”). Shares of BBX Capital’s Class A 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 Capital’s shareholders a total of approximately $16.9 million of Cash Consideration and issue to BBX Capital’s shareholders a total of approximately 12.0 million shares of BFC’s Class A 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 July 27, 2016, a copy of which was filed as Exhibit 2.1 to BFC’s Current Report on Form 8-K filed on July 28, 2016, and the October 20, 2016 letter agreement which amended the Merger Agreement, a copy of which was filed as Exhibit 2.1 to BFC’s Current Report on Form 8-K filed on October 20, 2016.

On December 15, 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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointments

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 BFC’s Board of Directors to serve for a term expiring at BFC’s 2017 Annual Meeting of Shareholders.

Assumption of BBX Capital Equity Plans; Conversion of BBX Capital Equity Awards

Pursuant to the terms of the Merger Agreement, effective upon consummation of the Merger, BFC adopted and assumed BBX Capital’s 2014 Stock Incentive Plan, as amended, and BBX Capital’s 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 BFC’s 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 Capital’s Class A 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 BFC’s Class A 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 BFC’s Class A Common Stock for each share of BBX Capital’s Class A 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 Capital’s Class A Common Stock subject to a restricted stock award outstanding at the effective time of the Merger was converted pursuant to the terms of the Merger Agreement into a restricted share of BFC’s Class A 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 BFC’s Class A Common Stock for each share of BBX Capital’s Class A Common Stock.

Item 9.01 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.

(d) Exhibits.

99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements
99.2	Press Release Dated December 15, 2016

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.

	BFC FINANCIAL CORPORATION
Date: December 19, 2016
	By:	/s/ Raymond S. Lopez
		Raymond S. Lopez,
		Executive Vice President,      Chief Financial Officer and Chief Accounting Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements
99.2	Press Release Dated December 15, 2016

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements present the pro forma consolidated financial position and results of operations of BFC Financial Corporation (“BFC”) after giving effect to the merger of BBX Capital Corporation (“BBX Capital”) with and into a wholly owned subsidiary of BFC. While the merger was consummated on December 15, 2016, the unaudited pro forma condensed consolidated balance sheet as of September 30, 2016 was prepared as if the merger was consummated on September 30, 2016, and the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2015, and for the nine months ended September 30, 2016, were prepared as if the merger was consummated on January 1, 2015.

The merger will be accounted for under Accounting Standards Codification 810-10-45-23, Consolidation, which provides for a transaction in which a parent increases its ownership interest in its subsidiary and retains its controlling financial interest in its subsidiary to be accounted for as an equity transaction. Because BFC held an approximately 82% equity interest in BBX Capital prior to the merger and, as a result of the merger, BFC now owns 100% of BBX Capital, the changes in BFC’s ownership interest in BBX Capital will be accounted for as an equity transaction, and no gain or loss will be recognized in BFC’s consolidated statements of operations as a result of the merger.

The unaudited pro forma condensed consolidated financial statements have been developed by applying pro forma adjustments to the historical audited and unaudited consolidated financial statements of BFC. Because of BFC’s majority voting interest in BBX Capital, BBX Capital was consolidated in the historical consolidated financial statements of BFC. The pro forma adjustments reflect the elections made by BBX Capital’s shareholders as to the form of consideration that they desired to receive in the merger in exchange for their shares of BBX Capital’s Class A Common Stock, as described in the notes to the unaudited pro forma condensed consolidated financial statements.

BFC’s management believes that the assumptions provide a reasonable basis for presenting the significant effects of the merger. In addition, with respect to the unaudited pro forma condensed consolidated statements of operations, pro forma adjustments have been made only for items that are expected to have a continuing impact on BFC’s results.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of BFC and BBX Capital and notes thereto contained in each company’s respective Annual Report on Form 10-K for the year ended December 31, 2015 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 as previously filed with the Securities and Exchange Commission.

The unaudited pro forma condensed consolidated financial statements are provided for illustrative purposes only and do not purport to represent what BFC’s results of operations or financial condition would have been had the merger actually occurred on the dates assumed nor do they purport to project BFC’s results of operations or financial condition for any future period or as of any future date. Actual results may vary significantly from the results reflected because of various factors.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of September 30, 2016

			Pro Forma
	BFC		Adjustments			Pro Forma
	Historical		(1)
ASSETS
Cash and interest bearing deposits in banks	$	280,637		(16,894	) (2)		263,743
Restricted cash		58,030		—			58,030
Loans receivable, net of allowance		28,616		—			28,616
Notes receivable, net of allowance		424,533		—			424,533
Inventory		228,445		—			228,445
Real estate held-for-investment		21,720		—			21,720
Real estate held-for-sale, net		35,729		—			35,729
Investments in unconsolidated real estate joint ventures		43,318		—			43,318
Property and equipment, net		96,338		—			96,338
Intangible assets, net		77,230		—			77,230
Other assets		110,533		—			110,533
Total assets	$	1,405,129		(16,894	)		1,388,235
LIABILITIES AND EQUITY
Liabilities:
Receivable-backed notes payable - recourse		67,079		—			67,079
Receivable-backed notes payable - non-recourse		341,291		—			341,291
Notes and mortgage notes payable and other borrowings		95,422		—			95,422
Junior subordinated debentures		151,976		—			151,976
Deferred income taxes		32,038		—			32,038
Shares subject to mandatory redemption		13,409		—			13,409
Other liabilities		195,204		—			195,204
Total liabilities		896,419		—			896,419
Equity:
Preferred stock of $.01 par value; authorized 10,000,000 shares:
Redeemable 5% Cumulative Preferred Stock of $.01 par value; authorized 15,000 shares; issued and outstanding 15,000 shares with redemption value of $1,000 per share		—		—			—
Equity:
Class A common stock of $.01 par value, authorized 150,000,000 shares; issued and outstanding 72,745,656		727		120	(3)		847
Class B common stock of $.01 par value, authorized 20,000,000 shares; issued and outstanding 12,553,652		126		—			126
Additional paid-in capital		144,033		48,625	(3)(4)		192,658
Accumulated earnings		254,752		—			254,752
Accumulated other comprehensive income		985		—			985
Total BFC Financial Corporation equity		400,623		48,745			449,368
Noncontrolling interests		108,087		(65,639	) (4)		42,448
Total equity		508,710		(16,894	)		491,816
Total liabilities and equity	$	1,405,129		(16,894	)		1,388,235

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2016

				Pro Forma
	BFC			Adjustments			Pro Forma
	Historical			(1)
Revenues
Sales of VOIs	$	196,653			—			196,653
Fee-based sales commission revenue		153,718			—			153,718
Other fee-based services revenue		78,421			—			78,421
Trade sales		64,290			—			64,290
Interest income		64,232			—			64,232
Other revenues		9,526			—			9,526
Total revenues		566,840			—			566,840
Costs and Expenses
Cost of VOIs sold		19,409			—			19,409
Cost of other fee-based services		48,644			—			48,644
Cost of trade sales		50,680			—			50,680
Interest expense		28,322			—			28,322
Recoveries from loan losses, net		(18,979	)		—			(18,979	)
Asset impairments		1,692			—			1,692
Selling, general and administrative expenses		387,843			—			387,843
Total costs and expenses		517,611			—			517,611
Equity in net earnings from unconsolidated real estate joint ventures		5,793			—			5,793
Foreign exchange gains		325			—			325
Other income, net		1,911			—			1,911
Income before income taxes		57,258			—			57,258
Less: Provision for income taxes		23,857			—			23,857
Net income		33,401			—			33,401
Less: Net income attributable to noncontrolling interests		9,900			(3,395	) (5)		6,505
Net income attributable to BFC	$	23,501			3,395			26,896
Basic earnings per common share	$	0.27			—			0.27
Basic weighted average number of common shares outstanding		86,215			12,038	(6)		98,253
Diluted earnings per common share	$	0.27			—			0.26
Diluted weighted average number of common shares outstanding		86,632			16,605	(6)(7)		103,237

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2015

				Pro Forma
	BFC			Adustments			Pro Forma
	Historical			(1)			Combined
Revenues
Sales of VOIs	$	259,236			—			259,236
Fee-based sales commission revenue		173,659			—			173,659
Other fee-based services revenue		97,539			—			97,539
Trade sales		84,284			—			84,284
Interest income		88,765			—			88,765
Other revenues		36,724			—			36,724
Total revenues		740,207			—			740,207
Costs and Expenses
Cost of VOIs sold		22,884			—			22,884
Cost of other fee-based services		60,942			—			60,942
Cost of trade sales		62,707			—			62,707
Interest expense		40,408			—			40,408
Recoveries from loan losses, net		(13,457	)		—			(13,457	)
Asset impairments		287			—			287
Litigation settlement		36,500			—			36,500
Selling, general and administrative expenses		466,700			—			466,700
Total costs and expenses		676,971			—			676,971
Equity in net losses from unconsolidated real estate joint ventures		(1,565	)		—			(1,565	)
Foreign exchange loss		(1,038	)		—			(1,038	)
Other income, net		4,050			—			4,050
Income before income taxes		64,683			—			64,683
Benefit for income taxes		76,596			—			76,596
Net income		141,279			—			141,279
Less: Net income attributable to noncontrolling interests		18,805			(4,964	) (5)		13,841
Net income attributable to BFC	$	122,474			4,964			127,438
Basic earnings per common share	$	1.41			—			1.29
Basic weighted average number of common shares outstanding		87,022			12,038	(6)		99,060
Diluted earnings per common share	$	1.40			—			1.24
Diluted weighted average number of common shares outstanding		87,208			15,588	(6)(7)		102,796

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2016

(1) Prior to the merger, BFC owned approximately 82% of BBX Capital’s outstanding equity and consolidated the financial results of BBX Capital. Since BFC had a controlling financial interest in BBX Capital prior to the merger, the merger will be accounted for as an equity transaction. Accordingly, the changes in BFC’s ownership interest in BBX Capital as a result of the merger will be recorded in equity by reclassifying the carrying value of the noncontrolling interest associated with BBX Capital into additional paid-in-capital and the par value of BFC’s Class A Common Stock.

(2) Represents the approximately $16.9 million of cash consideration payable in connection with the merger to BBX Capital’s shareholders who elected or are otherwise entitled to receive cash consideration of $20.00 per share of BBX Capital’s Class A Common Stock.

(3) Represents the approximately 12.0 million shares of BFC’s Class A Common Stock issuable in the merger to BBX Capital’s shareholders who elected to receive stock consideration of 5.4 shares of BFC’s Class A Common Stock for each share of BBX Capital’s Class A Common Stock.

(4) Represents the carrying value of BBX Capital’s noncontrolling interest of $65.6 million less the approximately $16.9 million of cash consideration payable in the merger to BBX Capital’s shareholders (as described in note 2 above) less the reclassification from additional paid-in-capital to Class A Common Stock of the par value associated with the approximately 12.0 million shares of BFC’s Class A Common Stock issuable in the merger to BBX Capital’s shareholders (as described in note 3 above).

Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations

(5) Represents the adjustment to net income attributable to BFC associated with the acquisition of BBX Capital’s noncontrolling interest in connection with the merger.

(6) Represents the approximately 12.0 million shares of BFC’s Class A Common Stock issuable in the merger to BBX Capital’s shareholders (as described in note 3 above).

(7) Represents the dilutive effect of converting outstanding restricted stock units of BBX Capital’s Class A Common Stock into restricted stock units of BFC’s Class A Common Stock.

EX-99.2

Exhibit 99.2

BFC FINANCIAL CORPORATION AND BBX CAPITAL CORPORATION ANNOUNCE

SHAREHOLDER APPROVAL AND CLOSING OF MERGER

FORT LAUDERDALE, Florida – December 15, 2016 – BFC Financial Corporation (“BFC”) (OTCQB: BFCF; BFCFB) and BBX Capital Corporation (“BBX Capital”) (NYSE: BBX) announced today that the companies’ previously announced merger has been completed. Consummation of the merger occurred following the special meeting of BBX Capital’s shareholders. At the special meeting, the merger agreement was approved by holders of shares of BBX Capital’s Class A Common Stock and Class B Common Stock representing approximately 97% of the total number of votes entitled to be cast on the merger agreement. It was also approved by the holders of approximately 98% of the unaffiliated shares of BBX Capital’s Class A Common Stock which voted on the merger and by approximately 70% of the outstanding unaffiliated shares of BBX Capital’s Class A Common Stock.

Under the terms of the merger agreement, BBX Capital’s shareholders were entitled to elect to receive, for each share of BBX Capital’s Class A Common Stock that they owned at the effective time of the merger, $20.00 in cash, without interest, or 5.4 shares of BFC’s Class A Common Stock. Based on information received to date from the exchange agent for the merger, and subject to compliance with the procedures for elections made with a notice of guaranteed delivery, stock elections were made by holders with respect to approximately 2,241,000 shares of BBX Capital’s Class A Common Stock and these holders will receive an aggregate of approximately 12.1 million shares of BFC’s Class A Common Stock. The balance of the shares of BBX Capital’s Class A Common Stock entitling the holders to merger consideration will receive cash consideration totaling approximately $16.7 million.

Jarett S. Levan, President and Acting Chairman, Chief Executive Officer and President of BFC, stated, “BFC has held a meaningful stake in BBX Capital since 1987, and we are extremely pleased that we have completed the merger and combined the companies. We believe the merger will benefit our shareholders, simplify the current ownership structure of the companies and create potential efficiencies and savings, including reducing the legal and accounting fees and other costs associated with operating and maintaining multiple public companies.”

As a result of the closing of the merger, BBX Capital has ceased to be a publicly traded company and its Class A Common Stock will no longer be traded on the NYSE.

About BFC Financial Corporation:

BFC (OTCQB: BFCF; BFCFB) is a holding company whose principal holdings include BBX Capital and Bluegreen Corporation. As of September 30, 2016, BFC had total consolidated assets of $1.4 billion, shareholders’ equity attributable to BFC of $400.6 million, and total consolidated equity of $508.7 million. BFC’s book value per share at September 30, 2016 was $4.70.

About BBX Capital:

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 acquisitions, investments and management of middle market operating businesses.

About Bluegreen Corporation:

Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen is a sales, marketing and resort management company, focused on the vacation ownership industry and pursuing a capital-light business strategy. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 200,000 owners, 66 owned or managed resorts, and access to more than 4,500 resorts worldwide. Bluegreen also offers a portfolio of comprehensive, turnkey, fee-based services, including resort management services, financial services, and sales and marketing services, to or on behalf of third parties.

For further information, please visit our family of companies:

BFC Financial Corporation: www.BFCFinancial.com

BBX Capital: www.BBXCapital.com

Bluegreen Corporation: www.BluegreenVacations.com

BFC Financial Contact Info:

Investor Relations:

Leo Hinkley

954-940-4994

Email: LHinkley@BFCFinancial.com

Media Contact:

Kip Hunter Marketing, 954-765-1329

Aimee Adler / Jodi Goldstein

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

###

This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The forward looking statements in this press release are also forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and involve substantial risks and

uncertainties, including, without limitation, that the expected benefits of the merger, including the simplification of BFC’s corporate structure and/or the efficiencies expected to result from the merger, may not be realized to the extent anticipated or at all. Reference is also made to the risks and uncertainties detailed in reports filed by BFC with the SEC, including the “Risk Factors” sections thereof, which may be viewed on the SEC’s website at www.sec.gov . BFC cautions that the foregoing factors are not exclusive.