Bluegreen Vacations Holding Corporation (NYSE:BVH) intends to acquire the remaining 7.2% stake of Bluegreen Vacations Corporation (NYSE:BXG) for $47.8 million on April 5, 2021. The consideration will be 2,664,000 shares of BVH Class A Common Stock in exchange for 5,223,283 shares of BXG, with an exchange ratio of 1 share of BXG to receive 0.51 shares of BVH Class A shares. BXG shareholders are expected to hold 12% of total outstanding shares of BVH. BVH intends to take BXG private through a statutory short-former merger following which BXG will become a wholly owned subsidiary of BVH. It is anticipated that the transaction will simplify the ownership structure, creating greater transparency of the value of Bluegreen as an entity. After the merger, any BXG Directors not currently Directors of BVH who are Seth M. Wise, Norman H. Becker, Arnold Sevell, James R. Allmand, III, Mark A. Nerenhausen and Orlando Sharpe will join the BVH Board.

BVH expects to effect the merger following the effectiveness of BVH's Registration Statement on Form S-4 to be filed with the SEC with respect to the shares of BVH's Class A Common Stock to be issued in the merger and the approval of the listing of those shares on the New York Stock Exchange. As the transaction will take effect as short-form merger, 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. The merger is not subject to any financing condition or shareholder approval. The transaction is expected to be completed in the second quarter of 2021. As of May 3, 2021, Bluegreen Vacations Holding Corporation announces that it expects the merger with Bluegreen Vacations Corporation to be effected on May 5, 2021. There is potential value accretion of BVH to BXG valuation anticipated.

Bluegreen Vacations Holding Corporation (NYSE:BVH) completed the acquisition of the remaining 7.2% stake of Bluegreen Vacations Corporation (NYSE:BXG) on May 5, 2021. As a result of the merger, Bluegreen has become an indirect, wholly owned subsidiary of BVH. Under Florida law, BVH, as the holder of more than 80% of the outstanding shares of the outstanding common stock of each of BXG, 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. 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 BXG's common stock. In connection with the Merger, the six directors of BXG who were not also directors of BVH, who are Seth M. Wise, Norman H. Becker, Arnold Sevell, James R. Allmand, III, Mark A. Nerenhausen and Orlando Sharpe, were appointed to BVH's Board of Directors. The size of BVH's Board of Directors was increased from seven directors to thirteen directors in connection with the director appointments. Stifel Financial Corp. (NYSE:SF) acted as financial advisor to Bluegreen Vacations Holding Corporation.