AMENDMENT NO. 4 TO SCHEDULE TO
This Amendment No. 4 to Tender Offer Statement on Schedule TO (this Amendment) amends the Tender Offer Statement on Schedule
TO filed by BBX Capital, Inc., a Florida corporation (the Company), with the Securities and Exchange Commission (the Commission) on May 25, 2021, as amended by Amendment No. 1 thereto, filed with the Commission on
June 11, 2021, Amendment No. 2 thereto, filed with the Commission on June 17, 2021, and Amendment No. 3 thereto, filed with the Commission on June 24, 2021 (collectively, the Schedule TO), with respect to the
Companys offer to purchase up to 3,500,000 shares of its Class A Common Stock, par value $0.01 per share, together with the associated preferred share purchase rights (collectively, the shares), at a purchase price of $8.00
per share (less applicable withholding taxes and without interest), upon the terms and subject to the conditions set forth in the Companys Offer to Purchase, dated May 25, 2021 (as amended and supplemented, the Offer to
Purchase), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (as amended and supplemented, the Letter of Transmittal), a copy of which is attached to the Schedule TO as
Exhibit (a)(1)(B) and which, collectively with the Offer to Purchase, constitute the Offer. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.
This Amendment is being filed to amend and supplement the Items of the Schedule TO and the Offer to Purchase, in each case, as specifically
set forth herein. The information which was previously filed with the Schedule TO, including the exhibits thereto, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to
the extent specifically provided herein.
Items 4 and 11 of the Schedule TO
Section 9 of the Offer to Purchase and Items 4 and 11 of the Schedule TO, to the extent such Items incorporate by reference such section
of the Offer to Purchase, are hereby amended and supplemented as follows:
Incorporation by Reference of Current Report on Form 8-K Relating to the Sale of Altis Grand at The Preserve
On July 2, 2021, the Company filed
a Current Report on Form 8-K relating to the sale by the Altis Grand at The Preserve joint venture of Altis Grand at The Preserve, its 350-unit multifamily apartment
community located in Odessa, Florida. Accordingly, the Company is amending Section 9 of the Offer to Purchase (The Tender Offer- Certain Information Concerning the Company) to expressly incorporate by reference such Current Report
on Form 8-K by adding the following sentence under Incorporation by Reference after the description of the Companys SEC filings previously incorporated by reference therein:
Further, we incorporate by reference our Current Report on Form 8-K filed with the SEC on
July 2, 2021.