Bluegreen Vacations Corporation (NYSE: BXG) (“Bluegreen” or
“BXG”) announced today that its parent company, Bluegreen Vacations
Holding Corporation (NYSE: BVH) (OTCQX: BVHBB), issued the
following press release.
Please see the Bluegreen Vacations Holding Corporation press
release below.
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.
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.
--------------------------
Bluegreen Vacations Holding Corporation
Announces Its Intention to Acquire Outstanding Shares of Bluegreen
Through a Short-Form Merger
BOCA RATON, Florida – April 5, 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 newly formed 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 identical operations. 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
of the value of Bluegreen as an entity.
- Allow investors to trade in a single public market thereby
eliminating confusion in the public markets regarding the two
public companies which own the same assets.
- Provide for greater liquidity to Bluegreen shareholders, as the
public float is expected to increase.
- 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 BXG notwithstanding 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 costs are only $2.0 million annually. Further, BVH’s
incremental 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 BVH made 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 should in 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 own approximately 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 after the 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.
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, the slide 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 Regarding Forward-Looking Statements.
This release contains 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. All
opinions, forecasts, projections, future plans or 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 the contemplated merger
described herein, 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
Corporation has the right, in the sole discretion of its Board of
Directors, to terminate the merger at any time before it becomes
effective), and that the benefits expected from the merger may not
be realized to 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 of Bluegreen Vacations Holding Corporation and
Bluegreen Vacations Corporation which are detailed in reports filed
by theme with 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, and each 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 Class A Common Stock issuable to Bluegreen’s
shareholders in connection with the merger described in this press
release. INVESTORS AND SHAREHOLDERS ARE URGED TO 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 the prospectus which forms a
part of the Registration Statement on Form S-4 and other documents
filed with the SEC by the companies through the SEC’s website at
www.sec.gov. In addition, the
prospectus and other documents filed by Bluegreen Vacations Holding
Corporation with the SEC may be obtained free of charge in the
Investor Relations section of Bluegreen Vacations Holding
Corporation’s website at www.bvhcorp.com, and the documents filed by
Bluegreen Vacations Corporation with the SEC may be obtained free
of charge in the Investor Relations section of Bluegreen Vacations
Corporation’s website at www.bluegreenvacations.com.
No Offer or Solicitation. This release is 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 jurisdiction pursuant to or in
connection with the contemplated merger or otherwise, nor shall
there be any sale or issuance of securities in any jurisdiction
where it would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
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).
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
$ 17.5
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%.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210405005182/en/
Bluegreen Vacations Investor Relations
Contact Information: Leo Hinkley, Managing Director,
Investor Relations Officer 954-940-5336, Email:
Leo.Hinkley@BluegreenVacations.com
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