-- “Due-Bills” Trading to Commence on
September 21, 2020 --
BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB) (“BBX
Capital” or the “Company”) announced today that, during the period
commencing with the opening of trading on September 21, 2020 and
ending on the close of trading on September 30, 2020, the
contemplated distribution date for the Company’s previously
announced proposed spin-off of BBX Capital Florida LLC, the
Company’s Class A Common Stock and Class B Common Stock will
continue to trade “regular way” on the New York Stock Exchange and
OTCQX, respectively, but on a “due-bills” basis.
Prior to the spin-off, BBX Capital Florida LLC will be converted
into a Florida corporation named BBX Capital, Inc. (“New BBX
Capital”). If the spin-off is completed, the Company will
distribute to its shareholders one share of New BBX Capital’s Class
A Common Stock for each share of the Company’s Class A Common Stock
held of record as of the close of trading on September 22, 2020,
the record date for the distribution, and one share of New BBX
Capital’s Class B Common Stock for each share of the Company’s
Class B Common Stock held of record as of the close of trading on
September 22, 2020. Shareholders of the Company will also retain
their shares of the Company’s Class A Common Stock and/or Class B
Common Stock.
A trade with due-bills represents an assignment of the right to
receive the shares of New BBX Capital’s Class A Common Stock or
Class B Common Stock, as applicable. Accordingly, shareholders of
the Company who sell shares of the Company’s Class A Common Stock
or Class B Common on or after September 21, 2020 through the close
of trading on September 30, 2020 (the “due-bill period”) will also
be selling their right to receive the shares of New BBX Capital’s
Class A Common Stock or Class B Common Stock, respectively, to be
distributed to the Company’s shareholders in connection with the
spin-off. The "Ex-Distribution" date for the distribution of shares
of New BBX Capital’s Class A Common Stock and Class B Common Stock
in connection with the spin-off will be October 1, 2020. There will
not be “when-issued” trading of New BBX Capital’s Class A Common
Stock or Class B Common Stock.
Buyers and sellers of the Company’s Class A Common Stock or
Class B Common Stock during the due-bill period should consult with
their broker in connection with any proposed transaction in the
Company’s Class A Common Stock or Class B Common Stock during the
due-bill period to be sure they understand the specific
implications of the transaction and the due-bill procedures.
About BBX Capital
Corporation: BBX Capital Corporation (NYSE: BBX) (OTCQX:
BBXTB) is a Florida-based diversified holding company whose
principal investments include Bluegreen Vacations Corporation
(NYSE: BXG), BBX Capital Real Estate, BBX Sweet Holdings, and
Renin. For additional information, please visit
www.BBXCapital.com.
Bluegreen Vacations
Corporation:
Bluegreen Vacations Corporation (NYSE: BXG) is a leading
vacation ownership company that markets and sells vacation
ownership interests (VOIs) and manages resorts in popular leisure
and urban destinations. The Bluegreen Vacation Club is a flexible,
points-based, vacation ownership plan with approximately 219,000
owners, 68 Club and Club Associate Resorts and access to nearly
11,400 other hotels and resorts through partnerships and exchange
networks as of June 30, 2020. Bluegreen Vacations 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 BBX Capital Corporation
(NYSE: BBX) (OTCQX: BBXTB), a diversified holding company. For
further information, visit www.BluegreenVacations.com.
Forward-Looking
Statements:
This press release contains forward-looking statements. All
opinions, forecasts, projections, future plans or other statements,
other than statements of historical fact, are forward-looking
statements. The forward-looking statements in this press release
are also forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Forward-looking
statements are based on current expectations and involve risks,
uncertainties and other factors, many of which are beyond the
Company’s control, that may cause actual results or performance to
differ from those set forth or implied in the forward-looking
statements. These risks and uncertainties include, without
limitation, risks related to the proposed spin-off of New BBX
Capital, including that actual plans, actions and results relating
to the spin-off may differ materially from current expectations;
that the spin-off may not be consummated on the contemplated terms,
or at all; that the distribution may not occur on the date
currently contemplated; uncertainties regarding the trading of New
BBX Capital’s Class A Common Stock and/or Class B Common Stock,
including that it may not commence when or as currently
anticipated; that the Company may, in the sole discretion of its
Board of Directors, abandon the spin-off at any time prior to its
consummation; that, if consummated, the spin-off may not result in
the benefits anticipated; uncertainties related to the tax effects
of the spin-off to the Company’s shareholders; and the other risks
and uncertainties set forth in the proxy statement for the special
meeting of the Company’s shareholders at which the spin-off will be
considered for approval, including the “Risk Factors” section
thereof. In addition, reference is also made to other risks and
factors detailed in reports filed by the Company with the SEC,
including the Company Annual Report on Form 10-K for the year ended
December 31, 2019 and Quarterly Report on Form 10-Q for the quarter
ended June 30, 2020, which may be viewed on the SEC's website at
www.sec.gov or in the Investor Relations section of the Company’s
website at www.BBXCapital.com. The foregoing factors are not
exclusive. You should not place undue reliance on any
forward-looking statement, which speaks only as of the date made.
The Company does not undertake, and it specifically disclaims any
obligation, to update or supplement any forward-looking statements,
except as may be required by law.
Additional Information and Where to
Find it
On August 27, 2020, the Company filed with the SEC and mailed to
its shareholders a definitive proxy statement for a special meeting
of its shareholders to vote on the proposed spin-off of New BBX
Capital. The Company has also filed with the SEC certain other
documents that are incorporated by reference into the proxy
statement. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
THE INFORMATION INCORPORATED THEREIN BY REFERENCE CAREFULLY AND IN
THEIR ENTIRETY BEFORE MAKING A VOTING DECISION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED SPIN-OFF.
Copies of all documents filed by the Company with the SEC,
including the proxy statement and information incorporated therein
by reference, are available, free of charge, on the SEC's website
at www.sec.gov and in the Investor Relations section of the Company
website at www.BBXCapital.com. In addition, the Company’s
shareholders may obtain copies of the documents filed by the
Company with the SEC at no charge by contacting the Company’s
Investor Relations Department by mail at BBX Capital Corporation,
401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida
33301, or by phone at 954-940-5300. Shareholders may also contact
Laurel Hill Advisory Group, LLC, the Company’s proxy solicitor,
toll-free at (888) 742-1305 for copies of the proxy statement and
information incorporated therein by reference.
Participant Information
The Company and its directors and executive officers may, under
the rules of the SEC, be deemed to be participants in the
solicitation of proxies from the Company’s shareholders in
connection with the proposed spin-off. Information regarding the
Company’s directors and executive officers, including their names
and interests in the Company, is set forth in Amendment No. 1 to
the Company’s Annual Report on Form 10-K for the year ended
December 31, 2019, which was filed with the SEC on April 29, 2020.
This document can be obtained free of charge from the sources
indicated above. Additional information regarding the Company’s
directors and executive officers and their interests in the Company
and the proposed spin-off is contained in the proxy statement filed
by the Company with the SEC and mailed to the Company’s
shareholders.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200918005550/en/
BBX Capital Corporation Contact
Info: Investor Relations:
Leo Hinkley, Managing Director, Investor Relations Officer
954-940-5300, Email: LHinkley@BBXCapital.com
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