FORT LAUDERDALE, FL--(Marketwired - April 02, 2013) - BFC Financial Corporation ("BFC Financial" and/or "BFC") (BFCF) and BBX Capital Corporation ("BBX Capital" and/or "BBX") (BBX), formerly BankAtlantic Bancorp, announced today that they have completed their previously announced acquisition of Bluegreen Corporation ("Bluegreen") (BXG).
Prior to completion of the transaction, BFC, through its subsidiary, Woodbridge Holdings, LLC ("Woodbridge"), owned approximately 54% of Bluegreen's outstanding Common Stock. Under the terms of the merger agreement between BFC, Woodbridge and Bluegreen, Woodbridge acquired the remaining approximate 46% of Bluegreen's outstanding Common Stock for $10.00 per share in cash. BBX Capital participated in the transaction by acquiring a 46% equity interest in Woodbridge for an investment of approximately $71.75 million (consisting of $60 million in cash and a promissory note in Woodbridge's favor in the principal amount of $11.75 million). As a result of the completed transaction, Bluegreen has become a direct wholly-owned subsidiary of Woodbridge, and BFC and BBX Capital will share in any future distributions made from Woodbridge pro rata based on their membership interests of 54% and 46%, respectively.
"We are pleased to complete this transaction. We have held a meaningful stake in Bluegreen for more than 10 years. This merger reflects our high regard for both its business and its management team," commented Alan B. Levan, Chief Executive Officer of both BBX Capital and BFC Financial.
Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen Corporation is a leading timeshare sales, marketing and resort management company which manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan, over 60 owned or managed resorts, and access to more than 4,000 resorts and other vacation experiences such as cruises and hotel stays worldwide. For the twelve month period ending December 31, 2012, Bluegreen reported total revenue of $457.7 million and income from continuing operations of $54.3 million.
About BFC Financial Corporation: BFC (BFCF) is a holding company whose principal holdings include controlling interests in Bluegreen Corporation (54%) and BBX Capital Corporation (BBX) (approximately 53%). For more information, visit www.BFCFinancial.com
About BBX Capital Corporation: BBX Capital (BBX), is involved in the ownership, financing and management of, and investment in, real estate and real estate related assets and operating businesses. In addition to its 46% ownership interest in Bluegreen Corporation, the business of BBX Capital includes real estate ownership, direct acquisition and joint venture equity in real estate, specialty finance, and investments in middle market operating businesses. For more information, visit www.BBXCapital.com
This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. 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 and Section 21E of the Securities Exchange Act of 1934, and involve substantial risks and uncertainties. These risks and uncertainties include, but are not limited to, those relating to the acquisition of Bluegreen and BBX Capital's investment in Woodbridge described in this press release, including that BFC and BBX may not realize the potential or expected benefits of the acquisition, that Bluegreen's future results, including its revenues, earnings and cash flow may not be as expected or reflect its past performance, and that two consolidated class action lawsuits relating to, and seeking damages in connection with, Woodbridge's acquisition of Bluegreen are pending, and the outcome of litigation is uncertain. Reference is also made to the risks and uncertainties detailed in reports filed by BFC, BBX and Bluegreen with the SEC, including the "Risk Factors" sections contained in the companies' respective Annual Reports on Form 10-K for the year ended December 31, 2012, which may be viewed on the SEC's website at www.sec.gov. The companies caution that the foregoing factors are not exclusive.