Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - BBX CAPITAL CORP | d251345d8k.htm |
| EX-99.1 - EX-99.1 - BBX CAPITAL CORP | d251345dex991.htm |
| EX-10.1 - EX-10.1 - BBX CAPITAL CORP | d251345dex101.htm |
 1
-
TRANSACTION SUMMARY –
STOCK PURCHASE AGREEMENT
Dated as of November 1, 2011
BETWEEN
BB&T CORPORATION
AND
BANKATLANTIC BANCORP, INC.
Exhibit 99.2 |
 2
SUMMARY PARAMETERS
Acquirer
BB&T Corporation (the “Purchaser”)
Transaction
Structure
The
purchase
price
will
reflect
a
deposit
premium
(the
“Premium)
(estimated
based
on
September
30,
2011
balances
to be
$300.9
million)
plus
the
net
asset
value
of
BankAtlantic
as
calculated
pursuant
to
the
agreement
as
of
the
time
of
closing.
The estimated Premium represents 9.05% of total deposits and 10.32% of non-CD deposits of
BankAtlantic at September 30, 2011.
To the extent that the amount of non-CD deposits increases or decreases between September
30, 2011 and closing, the amount of Premium would increase or decrease, respectively,
by 10.32% of the change, subject to a cap of $315.9 million.
Stock Purchase Agreement dated as of November 1, 2011 between BB&T Corporation and
Company 100% of the stock of BankAtlantic, which is owned by the BankAtlantic Bancorp
(“Company”), after distributing to the Company certain assets
(“Retained Assets”) which had a net book value at September 30, 2011 of approximately $623.6
million
Based
on
September
30,
2011
balances,
includes
$271.3
million
in
performing loans, $96.5 million in non-
accrual commercial loans paying as agreed, $218.7 million in other non-accrual loans,
$83.4 million in other real estate owned, $3.6 million in other properties, $18.7
million in tax certificates, $81.9 million in loss reserves related to these
assets Also includes all rights to BankAtlantic judgments, previously written off
assets and claims (in the aggregate face amount of approximately $450 million)
Post-distribution of the Retained Assets, BankAtlantic would have, based on September 30,
2011 balances, approximately $3.1 billion of assets and $3.4 billion of
liabilities Entity Acquired
True-up
Mechanism
If the difference is a positive number, it will be paid by BB&T to Bancorp
If the difference is a negative number, it will be paid by Bancorp to BB&T
Closing
Requirements
Prior
to
Closing,
the
Company
will
place
funds
in
escrow
to
bring
current
its
accrued
deferred
interest
on
its
trust
preferred
securities.
As
of
September
30,
2011,
the
outstanding
accrued
deferred
interest
amounted
to
$39.1 million.
Any
difference
between
the
net
book
value
of
the
Retained
Assets
and
the
purchase price at
the
time
of
closing
will
be
paid
in
cash
by
either
the Company or BB&T, as the case may be. |
 Acquired by
BB&T Assets:
All loans not included in Retained Assets
Cash (less any cash distributed to the Company in
connection with the transaction) and all investment securities
All physical assets
All intellectual property (excluding certain intellectual
property related to the tax certificate business)
Operations:
All deposits
All customer banking relationships
All employees
Other:
Other assets and liabilities not related to the Retained Assets
Retained Assets distributed to BankAtlantic Bancorp
Specifically
Identified Retained
Assets
¹
:
All performing loans graded Special Mention and related
loan loss reserves
All performing loans and tax certificates graded substandard
and related loss reserves
All non-accrual loans and tax certificates and related loss
reserves
All Real Estate Owned and select other properties
Other Retained Assets:
Other assets and liabilities attributable to the specifically
identified transferred assets
All loans, tax certificates and extensions of credit
previously written off
Any judgments and rights to future judgments related to
the transferred assets
3
SUMMARY TRANSACTION STRUCTURE
1. Determined as of September 30, 2011 |
 4
SUMMARY TRANSACTION STRUCTURE
BBX (Thrift
Holding
Company)
BankAtlantic
100%
TODAY
(Assuming September 30, 2011 Balances)
POST-TRANSACTION
(Assuming September 30, 2011 Balances)
BBX
(Unregulated
non-bank
holding co.)
100%
BBT
BankAtlantic
100%
$333 million of
TruPS
obligations
$333 million of
TruPS
obligations
Public
Retained
Assets LLC
$23 million of
loans, real estate
and cash
$23 million of
loans, real estate
and cash
-Loans & Tax Certificate
Portfolios (Criticized &
Non-Criticized)
-Deposits & Branches
-Customer Relationships
-Real Estate Owned
-Intellectual Property
-Specifically identified special
mention, substandard and
nonaccrual loans & tax
certificate portfolios
-Real Estate Owned and other
select properties
-Tax certificate intellectual
Property
-Rights to all past claims and
Judgments of charged off
assets
-All other loans & tax
certificate portfolios excluding
those transferred to Retained
Assets LLC
-Investments
-Deposits and branches
-Intellectual property, excluding
tax certificate software
-Physical assets
-Customer relationships
Retained Assets
with approximately
$623 million of net
book value |
 5
Transaction impact to the Company includes:
Increases net book value significantly
Expected to lessen regulatory burden
Permits the Company to pursue ongoing business opportunities including specialty finance,
commercial lending, tax certificate investments and other investment and business
activities Deferred accrued interest obligation related to the trust preferred
securities is paid in connection with the consummation
of
the
transaction
and
the
Company
will
have
greater
resources
at
the
holding
company
level
to satisfy future obligations under the trust preferred securities
Opportunity for recoveries from significant volume of BankAtlantic judgments and previously
written off assets
SUMMARY IMPACT TO BANKATLANTIC BANCORP |
 6
RETAINED LOANS OVERVIEW
Summary of Specifically Identified Loans included in Retained
Assets (based on September 30, 2011 balances)
Paying
Other
Total Identified
Performing
Non-accrual
Non-accrual
Retained
Loan Type
Loans
Loans
Loans
Reserves
Loans, Net
Commercial & Commercial Real Estate
$ 219.7
$
96.5
$ 111.5
$ (67.8)
$ 359.9
Consumer
13.0
-
14.2
(1.6)
25.6
Small Business
30.0
-
11.7
(1.7)
40.0
Residential
8.6
-
81.3
(5.9)
84.0
Total Loans
$ 271.3
$
96.5
$ 218.7
$ (77.0)
$ 509.5
Note: See slides 2, 3 and 4 for additional information on other net retained assets and
rights. |
 7
FORWARD LOOKING STATEMENT
This document contains forward-looking statements based on current expectations that
involve a number of risks and uncertainties. All opinions, forecasts, projections,
future plans or other statements, other than statements of historical fact, are
forward-looking statements and include words or phrases such as “believes,”
“will,”
“expects,”
“anticipates,”
“intends,”
“estimates,”
“our view,”
“we see,”
“would”
and words and phrases of similar import.
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, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and involve substantial risks and uncertainties. We can
give no assurance that such expectations will prove to have been
correct. Actual results could differ materially as
a result of a variety of risks and uncertainties, many of which are outside of the control of
management. These risks and uncertainties include the impact of economic, competitive
and other factors affecting the Company and its operations, markets, products and
services, as well as others including but not limited to, the following: that a
transaction between BB&T and BankAtlantic Bancorp may not be completed on a timely basis,
on anticipated terms, or at all; BankAtlantic Bancorp’s and/or BankAtlantic’s
business or net asset values may be negatively affected by the pendency of the proposed
transaction or otherwise; that regulatory approvals may not be received; that the
transaction may not be as advantageous to BankAtlantic Bancorp as expected; and that
BankAtlantic
Bancorp’s
shareholders
and
holders
of
its
trust
preferred
securities
may
not
realize
the
anticipated
benefits; and that BankAtlantic Bancorp’s future business plans may not be fully realized
as anticipated, if at all; and
that
the
assets
retained
by
BankAtlantic
Bancorp
may
not
be
monetized
at
the
values
ascribed
to
them.
In
addition
to
the
risks
and
factors
identified
above,
reference
is
also
made
to
other
risks
and
factors
detailed
in
reports filed by the Company with the Securities and Exchange Commission, including the
Company’s Annual Report
on
Form
10-K
for
the
year
ended
December
31,
2010,
and
the
Quarterly
Report
on
Form
10-Q
for
the
quarter ended June 30, 2011. The Company cautions that the foregoing factors are not
exclusive. |