 OTCQB:
BFCF NYSE: BBX
Exhibit 99.1 |
 •
Assets
$ 1.4 Billion
•
Shareholders’
Equity
$ 243 Million
•
Market Capitalization
$ 323 Million
•
Book Value Per Share
$ 3.09
•
Market Price
$ 4.11
OTCQB: BFCF
Note:
Assets, Shareholders’
Equity and Book Value Per Share as of 3/31/14
Market Capitalization and Market Price as of 5/20/14
BFC Financial Corporation
2 |
 BBX Capital
Corporation 3
•
Assets
$ 417 Million
•
Shareholders’
Equity
$ 305 Million
•
Market Capitalization
$ 316 Million
•
Book Value Per Share
$ 19.03
•
Market Price
$ 19.72
NYSE: BBX
Note:
Assets, Shareholders’
Equity and Book Value Per Share as of 3/31/14
Market Capitalization and Market Price as of 5/20/14 |
 BFC
Financial BFC Financial is a holding company whose principal holdings include a 52%
ownership interest in BBX Capital Corporation (NYSE: BBX) and a 54%
ownership interest in the parent company of Bluegreen Corporation.
BBX Capital
BBX Capital 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
has
a
46%
ownership
interest in the parent company of Bluegreen Corporation.
4 |
 BFC
Financial/BBX Capital Management Team
5
•
Chairman and CEO of BFC Financial and its predecessors since 1978
•
Chairman and CEO of BBX Capital Corporation (formerly BankAtlantic Bancorp)
•
Chairman of Bluegreen Corporation
•
Vice Chairman of BFC Financial since 1993 and Director since 1988
•
Vice Chairman of BBX Capital Corporation (formerly BankAtlantic Bancorp)
•
Vice Chairman of Bluegreen Corporation
Alan B. Levan
John E. Abdo |
 BFC
Financial/BBX Capital Management Team
6
•
President of BBX Capital Corporation
•
President of BBX Capital Partners
•
Formerly President and CEO of BankAtlantic
•
EVP of BFC Financial
•
Director of BBX Capital and BFC Financial
•
President of BBX Capital Real Estate
•
EVP of BBX Capital Corporation
•
EVP of BFC Financial
•
Director of BFC Financial
Jarett Levan
Seth Wise
•
Chief Financial Officer of BFC Financial
•
Chief Financial Officer of BBX Capital Corporation
John Grelle |
 7
BFC Financial and Affiliates
Historical Activities and Investments
1972 –
2014
Real
Estate
Acquisition
and
Management
-
$1+
Billion
Banking -
100 Branches, $6.5 Billion in Assets
Commercial
Real
Estate
Lending
-
$3+
Billion
Investment
Banking
&
Brokerage
-
1,000
Investment
Professionals
Homebuilding -
Thousands of Homes, America’s Oldest Homebuilder
Planned
Community
Development
-
9,000
Acres
Asian
Themed
Restaurants
-
65
Locations
Vacation
Ownership
-
61
Resorts,
169,000
Owners |
 8
BFC Financial and Affiliates
1972 -
2014
The undersigned managed the Offering and
served as financial advisor to the Company.
$46,325,000
NEW ISSUE
June 2005
These securities have been previously sold.
This announcement appears as a matter of record only.
5,450,000 Shares
Class A Common Stock
(Non-Voting)
$8.50 Per Share
$21,000,000
These securities have been previously sold.
This announcement appears as a matter of record only.
2,385,326
Common Stock
$8.75 Per Share
The undersigned managed the Offering and
served as financial advisor to the Company.
A.G. BECKER PARIBAS
INCORPORATED
$40,125,000
3,000,000 Shares
Class A Common Stock
(Non–Voting)
$13.375 Per Share
$100,000,000
5.625% Convertible
Subordinated Debentures
Due 2007
•
•
•
These securities have been previously sold.
This announcement appears as a matter of record only.
NEW ISSUE
NOVEMBER 29, 1983
NEW ISSUE
NOVEMBER 29, 1997
Tucker Anthony Incorporated
$40,125,000
$100,000,000
Exclusive Financial Advisor
LEHMAN BROTHERS
BankAtlantic Bancorp
has acquired
$170,200,000
March 2002 |
 9
BFC Financial and Affiliates
2002-2007
$294,195,000
(Multiple) Trust Preferred Securities Offerings
(Multiple combinations of:)
Ryan Beck & Co.
Advest, Inc.
Legg Mason Wood Walker, Inc.
Stephens, Inc
Keefe, Bruyett & Woods, Inc.
First Tennessee
July 2004
$20,000,000
Series B Convertible Preferred Stock
Purchased by
BFC Financial Corporation
The undersigned acted as financial advisor and
issued a fairness opinion to Benihana Inc.
May 10, 2005
$35,000,000
Trust Preferred Securities
Placement Agent
February 28, 2007
has sold
Ryan Beck & Co.
to
The undersigned acted as exclusive financial
advisor to BankAtlantic Bancorp, Inc.
1972 -
2014
December 31, 2003
has spun-off its real estate subsidiary
The undersigned acted as financial
advisor to BankAtlantic in this transaction
|
 10
|
 11
*At its high point
BANKATLANTIC
OVERVIEW
•
Founded in 1952
•
“Florida’s Most Convenient Bank”
•
100 branches*
•
Headquartered in Fort Lauderdale, FL
•
Operated in top 6 counties in Florida*
•
Total Assets of $6.5 billion*
•
Sold to BB&T in July, 2012 |
 12
THE BANKATLANTIC EXPERIENCE
|
 13
100 Locations*
*At its high point
THE BANKATLANTIC EXPERIENCE
|
 14
|
 •
Prior to the sale of BankAtlantic to BB&T Corporation, on July 31, 2012,
BBX Capital Corporation (formerly BankAtlantic Bancorp) was a bank
holding company and our principal asset was the ownership of
BankAtlantic.
•
In connection with the sale of BankAtlantic to BB&T, BankAtlantic
Bancorp received one of the highest premiums that any bank had
received during the five year recession.
•
On August 1, 2012, BankAtlantic Bancorp changed its name to BBX
Capital.
The
day
of
the
sale,
BBX
Capital,
a
decades
old
company
was
now
in many ways a new “start up”
company with approximately $600 million
in assets, and $285 million of seven year debt to BB&T.
15
BBX Capital Corporation |
 Current
Organizational Chart of BFC Financial and BBX Capital
52%
16
BFC Financial
BBX Capital |
 Current
Organizational Chart Including Bluegreen Corporation
17
52%
BFC Financial
BBX Capital
Bluegreen Corporation*
* BFC Financial and BBX Capital own 54% and 46%, respectively,
of Woodbridge Holdings, LLC, which owns 100% of Bluegreen |
 *Proforma for
proposed merger of BBX Capital into BFC Financial
100%
Indirect
100%
18
BFC Financial
BBX Capital
Bluegreen
Corporation
* The merger is subject to a number of conditions including the listing of
BFC’s stock on a national securities exchange. Not
anticipated
to
close
prior
to
the
1
st
quarter
of
2015.
Exchange
Ratio:
5.39
shares
of
BFC
for
each
BBX
share. |
 19
New Horizons
BFC Financial
BBX Capital |
 20
BFC Financial / BBX Capital
Principal Operations and Investments
1.
Bluegreen Corporation
A timeshare and hospitality company
2. BBX Capital Real Estate
Acquisition, ownership, management,
development and joint ventures in
real estate
3. BBX Capital Partners
Acquisitions and investments in
middle market operating companies |
 21
1. Bluegreen Corporation
•
Founded in 1966, Bluegreen Corporation is a leader in the
vacation ownership industry.
•
Headquartered in Boca Raton, Florida, U.S.A., Bluegreen
manages, markets and sells the Bluegreen Vacation Club®, a
flexible, points-based, deeded vacation ownership plan with
169,000 owners, over 61 owned or managed resorts, and 5,000
employees.
•
Bluegreen Corporation is a wholly owned subsidiary of
Woodbridge, which is owned 54% by BFC Financial and 46% by
BBX Capital.
•
Other participants in the timeshare industry include:
Wyndham, Marriott, Starwood, Hilton, Hyatt, Disney, Diamond,
Orange Lake and Silverleaf. |
 22
Bluegreen Vacation Club Resorts |
 23
Bluegreen Vacation Club Resorts
Mountain Run at Boyne, Boyne Falls Michigan
Club 36, Las Vegas, Nevada
Grande Villas as World Golf Village, St. Augustine, Florida
The Fountains, Orlando, Florida |
 24
Bluegreen Vacation Club Resorts
La Cabana, Oranjestad, Aruba
Wilderness Club at Big Cedar, Ridgedale, Missouri
The Club at Big Bear, Big Bear Lake, California
Shenandoah Crossing, Gordonsville, Virginia |
 25
Christmas Mountain Village,
Wisconsin Dells, WI
Mountain Run at Boyne
Boyne Falls, MI
The Lodge Alley Inn
Charleston, SC
Bluegreen Vacation Club Resorts |
 26
Bluegreen Vacation Club Resorts
•
61 in-network resorts
•
In January 2013, Bluegreen Vacations was named the
“Official Vacation Ownership Provider of Choice Hotels”
Solara Surfside
Miami, FL
Seaglass Towers
Myrtle Beach, SC |
 27
Bluegreen Vacation Club Resorts
Mountain Run at Boyne
Boyne Falls, MI
Daytona Seabreeze,
Daytona, FL
Bluegreen Resorts |
 28
Bluegreen Vacation Club Resorts
Bluegreen Resorts
Club 36,
Las Vegas, NV
The Fountains
Orlando, FL |
 29
Bluegreen Corporation
System Wide Sales of VOIs*
* Includes sales of Bluegreen-owned VOIs and sales of VOIs on behalf of third
parties. $263 Mil
$297 Mil
$303 Mil
$370 Mil
$457 Mil
0
50
100
150
200
250
300
350
400
450
2009
2010
2011
2012
2013 |
 30
2. BBX Capital Real Estate
A division of BBX Capital
•
Legacy Assets
•
BB&T Debt
•
Kendall Commons
•
North Flagler
•
PGA Design Center
•
Gardens on Millenia
•
Hialeah Communities
•
PGA Place
•
Village at Victoria Park |
 31
Legacy Assets*
Assets transferred to BBX Capital in connection with, or held by
BBX Capital prior to,
the sale of BankAtlantic to BB&T Corporation are considered Legacy Assets.
Loans held for Investment
$ 61 Million
Loans held for Sale
$ 51 Million
Real Estate held for Investment
$108 Million
Real Estate held for Sale
$ 34 Million
Total
$254 Million
* Amounts indicated are as of March 31, 2014. Assets consist of loans receivable and real
estate owned and are held by BBX Capital, BBX Capital Asset Management, BBX Partners
and Florida Asset Resolution Group. Includes $6,063,000 PGA Design Center purchase in
December, 2013. |
 *BB&T
Preferred Interest (Debt) Years
Required Balance Outstanding**
32
8/31/13
7/31/19
7/31/17
7/31/15
3/31/14
$285 Mil
$255 Mil
$205 Mil
$155 Mil
$105 Mil
$ 55 Mil
0
Actual
Balance
Outstanding
* BB&T Preferred Interest in Florida Asset Resolution Group (FAR)
$175 Million
$100 Million
$0
$150 Million
$ 55 Million
** Required Balance Outstanding line is for illustration purposes only. BB&T’s
preferred interest is required to be repaid from cash flows of FAR and was required to
be reduced to $175 million at 7/31/15 and $100 million at 7/31/17. The entire preferred
interest is to be repaid by 7/31/19. |
 Kendall
Commons* Miami, Florida
BBX Capital Real Estate
33
•
March 2013, sold land to Altman Development for $8 million
•
BBX invested $1.3 million in joint venture
•
Building 321 apartment units
•
Under construction and scheduled to begin leasing during third
quarter of 2014
* For additional detail, see BBX Capital’s filings with the SEC, which are
available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . |
 North
Flagler* West Palm Beach, Florida
34
•
October 2013, BBX entered into joint venture with JRG USA
•
4.5 acre parcel overlooking the intracoastal waterway
•
Joint venture is seeking to expand land entitlement by amending
current zoning designations and increasing the parcel’s residential
height restrictions with a view to increasing the value of the parcel
•
The company also owns a 2.7 acre parcel located adjacent to the
4.5 acre parcel
* For additional detail, see BBX Capital’s filings with the SEC, which are
available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital
Real Estate |
 PGA Design
Center* Palm Beach Gardens, Florida
35
•
December 2013, BBX purchased three existing buildings
consisting of 145,000 square feet
•
Largely vacant
•
Joint ventured with Stiles Company
•
Joint venture seeks government approvals to change the use of a
portion of the property from retail to office and subsequently sell
or lease the property
* For additional detail, see BBX Capital’s filings with the SEC, which are
available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital
Real Estate |
 Gardens on
Millenia* Orlando, Florida
36
•
37 acres of land
•
Planning process for governmental approvals
•
Proposed to build 300,000 square foot shopping center and four
out parcels for a portion of the property
•
Proposed to build 280 rental apartment units for a portion of the
property
•
BBX is in discussions with potential joint venture partners
* For additional detail, see BBX Capital’s filings with the SEC, which are
available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital
Real Estate |
 Hialeah
Communities* Hialeah, Florida
37
•
114 acres of land
•
Final stages of master planning
•
Proposed to build 340 single family homes for a portion of the property
•
Proposed to sell a portion of this property planned for 400 single family
homes
•
Proposed to build 314 rental apartment units on a portion of this property
•
BBX is in discussions with potential joint venture partners and a possible
buyer of a portion of the property
* For additional detail, see BBX Capital’s filings with the SEC, which are
available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital
Real Estate |
 PGA
Place* Palm Beach Gardens, Florida
38
•
33,000 square foot commercial leased office building and
additional land
•
Proposed to build a 140 room limited service suite hotel, a
restaurant and 50,000 square foot office building on a portion of
the property
•
Proposed to build 300 apartment units on a portion of the
property
•
BBX is in discussions with potential joint venture partners
* For additional detail, see BBX Capital’s filings with the SEC, which are
available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital
Real Estate |
 39
Village at Victoria Park*
Fort Lauderdale, Florida
•
2 acres of land
•
December 2013, entered into a joint venture agreement with
New Urban Communities to develop 30 single family homes
•
Closings are projected to begin by the third quarter of 2015
* For additional detail, see BBX Capital’s filings with the SEC, which are
available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . BBX Capital
Real Estate |
 Renin
Corporation Hoffman’s Chocolate
Williams & Bennett
3. BBX Capital Partners
40 |
 BBX Capital
Partners 41
Renin Corporation*
•
Purchased in October, 2013 by joint venture entity owned 81% by
BBX Capital and 19% by BFC Financial
•
Renin is a manufacturer of interior and closet doors, wall décor,
associated systems and hardware and fabricated glass products
•
Facilities in Canada, US and United Kingdom
•
Distribution channels include big box building and home
improvement supply retailers, home centers distribution, volume
and specialty retailers
* For additional detail, see BBX Capital’s filings with the SEC, which are
available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . |
 BBX Capital
Partners 42
Hoffman’s Chocolate*
•
Purchased in December, 2013
•
Manufacturer of gourmet chocolate with several retail locations
throughout South Florida
•
70 varieties of hand made confections
•
Products include Snoodle, Pecan Carmel Jitterbugs and chocolate
covered pretzels
•
Distribution via retail stores, online channels and third party
retail locations
* For additional detail, see BBX Capital’s filings with the SEC, which are
available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . |
 BBX Capital
Partners 43
Williams & Bennett*
•
Purchased in January, 2014
•
Manufacturer of quality chocolate products
•
Products include Belgian chocolate drenched Oreo Cookies,
Bavarian pretzels and Nutter Butter Cookies
•
Distribution via boutique retailers, big box chains, department
stores, national resort properties, corporate customers and
private label brands
* For additional detail, see BBX Capital’s filings with the SEC, which are
available at the SEC’s website, www.SEC.gov, and at www.BBXCapital.com . |
 BFC Financial /
BBX Capital Summary
First, our culture is entrepreneurial. Our objective is to make portfolio
investments
based
on
the
fundamentals:
quality
real
estate,
the
right
operating
companies and partnering with good people.
Second, our goal is to increase value over time as opposed to focusing
on
quarterly or yearly earnings. Since we expect our investments to
be longer
term, we anticipate and are willing to accept that our earnings are likely to be
uneven. While capital markets generally encourage short term goals, our
objective is long term growth as measured by increases in book value per share
over time.
44
This overview tells you what we do rather than who we are: |
 BFC Financial /
BBX Capital Summary
45
We believe our growth will come from our real estate investments and
developments, and our operating companies. Our investment decisions will
be based on opportunities for long term value creation as opposed to short
term earnings.
While BBX Capital is a new name, our family of companies date back more
than forty years and our management team has a long history of
entrepreneurship. |
 Current
Organizational Chart Including Bluegreen Corporation
46
52%
BFC Financial
BBX Capital
Bluegreen Corporation*
* BFC Financial and BBX Capital own 54% and 46%, respectively, of Woodbridge Holdings, LLC,
which owns 100% of Bluegreen. Summary |
 47
BFC Financial / BBX Capital
Principal Operations and Investments
1.
A timeshare and hospitality company
2. BBX Capital Real Estate
Acquisition, ownership, management,
development and joint ventures in
real estate
3. BBX Capital Partners
Acquisitions and investments in
middle market operating companies
Summary
Bluegreen Corporation |
 48
Forward Looking Statements
Additional Information Regarding the Proposed Merger between BFC
and BBX Capital and Where to Find it
This presentation contains forward-looking statements which are made pursuant to the Safe
Harbor Provision of the Private Securities Litigation Reform Act of 1995 and are also
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
forecasts, projections, future plans or other statements, other than statements of historical
fact, are forward-looking statements. Forward-looking statements are based on
current expectations and involve a number of risks and uncertainties. Actual results, performance, or achievements could differ materially from those
contemplated, expressed, or implied by the forward-looking statements contained herein,
and we can give no assurance that our expectations will prove to be correct or that we
will be successful in achieving long-term growth and profitability or any other goals or expectations described herein. Future results could differ materially as
a result of a variety of risks and uncertainties, many of which are outside of our control.
These risks and uncertainties include, but are not limited to: the impact of economic,
competitive and other factors on our operations, investments and assets; the risk that the legacy BankAtlantic assets retained by BBX Capital in connection
with the sale of BankAtlantic may not be monetized at the values currently ascribed to them;
risks relating to BFC and BBX Capital’s ability to successfully implement
currently anticipated business plans, which may not be realized as anticipated, if at all,
including that acquisitions of or investments in real estate developments, real estate
joint ventures and operating businesses, including Renin, Hoffman’s and Williams & Bennett, may not achieve the returns anticipated, may not be profitable and
will expose us to risks associated with the project or business acquired or in which the
investment was made, including, in the case of Renin, foreign currency exchange risk of
the U.S. dollar compared to the Canadian dollar and Great Britain Pound, as well as the risk that the integration of acquired operating businesses
may not be completed effectively or on a timely basis; investments in real estate
developments, either directly or through joint ventures, will increase our exposure to
downturns in the real estate and housing markets and further expose us to risks associated
with real estate development activities, including that efforts to expand the
entitlements associated with real estate projects may not be successful and that joint venture
partners may not fulfill their obligations; risks relating to Bluegreen, which include,
among other risks detailed in BFC’s filings with the SEC, those inherent to companies operating in the time-share industry; and risks relating to the
currently proposed merger between BFC and BBX Capital, including that the merger may not be
consummated on the currently contemplated terms, when expected, or at all, the risk
that, if consummated, the merger will not result in the benefits expected for the combined company, and the significant costs, including litigation costs
incurred in connection with the merger. This presentation also contains information
regarding the past performance of certain investments and operations and not all of our
investments and operations. Prior or current performance is not a guarantee or indication of future performance, and not all of our past activities and
investments have been described, some of which were not successful and resulted in losses. In
addition to the risks and factors identified above, reference is also made to other
risks and factors detailed in the reports filed by BFC and BBX Capital with the SEC, including, without limitation, those described in the “Risk Factors” section of
the companies’ respective Annual Reports on Form 10-K for the year ended December 31,
2013, filed with the SEC March 17, 2014, and those described in the companies’
respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 12, 2014. We caution that the foregoing
factors are not exclusive. We do not undertake, and specifically disclaim any obligation, to
update or supplement any forward-looking statements. In connection with the proposed merger between BFC and BBX Capital, BFC has filed a
Registration Statement on Form S-4 with the SEC, which has been declared effective,
and BFC and BBX Capital have mailed to their respective shareholders a joint proxy statement/prospectus concerning the merger. BFC and BBX Capital have
also filed, and may in the future file, other documents with the SEC regarding the merger.
Investors and shareholders of BFC and BBX Capital are urged to read the joint proxy
statement/prospectus and other relevant documents filed with the SEC carefully and in their entirety because they contain important information. Investors and
shareholders of BFC and BBX Capital can obtain copies of the joint proxy statement/prospectus
and other relevant documents filed with the SEC free of charge from the SEC’s
website at www.sec.gov. Copies of the documents filed with the SEC by BFC are also available free of charge on BFC website at www.bfcfinancial.com under the
tab “Investor Relations – Regulatory Info – SEC Filings” or by directing a
request by mail to BFC Financial Corporation, 401 East Las Olas Boulevard, Suite 800, Fort
Lauderdale, Florida 33301, Attention: Corporate Secretary, or by calling 954-940-4900.
Copies of the documents filed with the SEC by BBX Capital are available free of charge
on BBX Capital’s website at www.bbxcapital.com under the tab “Investors – SEC Filings” or by directing a request by mail to BBX Capital Corporation, 401 East
Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary,
or by calling 954-940-4000. This presentation does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. |
 OTCQB:
BFCF NYSE: BBX
49 |