Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 5, 2021, Bluegreen Vacations Holding Corporation ("BVH") completed its
previously announced acquisition of all of the approximately 7% of the
outstanding shares of common stock of Bluegreen Vacations Corporation
("Bluegreen") not previously beneficially owned by BVH. The acquisition was
effected by BVH pursuant to a statutory, short-form merger (the "Merger") under
Florida law and a Plan of Merger, dated May 5, 2021 (the "Plan of Merger"),
entered into by BVH. Pursuant to the Plan of Merger, BXG Acquisition Sub
Corporation ("Merger Sub"), an indirect wholly owned subsidiary of BVH, merged
with and into Bluegreen, with Bluegreen being the surviving corporation in the
Merger and becoming an indirect wholly owned subsidiary of BVH. In accordance
with the Plan of Merger, each share of Bluegreen's common stock that was
outstanding at the effective time of the merger, other than shares beneficially
owned by BVH, was converted into the right to receive 0.51 shares of BVH's Class
A Common Stock. Any fractional share of BVH's Class A Common Stock otherwise
resulting from the application of the exchange ratio in the Merger will be
rounded up to the nearest whole share.
Under Florida law, BVH, as the holder of more than 80% of the outstanding shares
of the outstanding common stock of each of Bluegreen and Merger Sub, approved
and effected the Merger (by action of BVH's Board of Directors) without the
approval of, or action by, the Board of Directors or any other shareholders of
Bluegreen.
On May 5, 2021, BVH and Bluegreen issued a press release announcing the closing
of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information included under Item 2.01 above is incorporated into this Item
3.01 by reference.
Prior to the Merger, Bluegreen's common stock was listed for trading on the New
York Stock Exchange (the "NYSE") under the ticker symbol "BXG.". On May 5, 2021,
the companies informed the NYSE of the completion of the Merger and,
accordingly, Bluegreen's common stock will be suspended from trading on the NYSE
prior to the opening of trading on May 6, 2021. The companies also requested
that the NYSE file a Form 25 with the SEC to delist Bluegreen's common stock
from the NYSE and deregister Bluegreen's common stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Bluegreen
intends to file a Certification and Notice of Termination on Form 15 with the
Securities and Exchange Commission in order to deregister its common stock under
Section 12(g) of the Exchange Act and suspend its reporting obligations under
the Exchange Act as soon as practicable following the effective date of the Form
25.
Item 3.03 Material Modification to Rights of Security Holders.
The information included under Items 2.01 and 3.01 above is incorporated into
this Item 3.03 by reference.
As a result of the completion of the Merger, Bluegreen's shareholders (other
than BVH, which now indirectly owns 100% of Bluegreen) ceased to have any rights
with respect to their shares of Bluegreen's common stock, except for the right
to receive the shares of BVH's Class A Common Stock to which they are entitled
pursuant to the Plan of Merger, as described above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated May 5, 2021
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