AND EXCHANGE COMMISSION
Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): November 14, 2012
|(Exact name of registrant
as specified in its charter)|
|(State or other jurisdiction
|4960 Conference Way North,
Suite 100, Boca Raton, Florida
|(Address of principal
telephone number, including area code: 561-912-8000
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
£ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
S Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Entry into a Material Definitive Agreement.
disclosed, on November 11, 2011, Bluegreen Corporation (“Bluegreen”) entered into a merger agreement (the “2011
Merger Agreement”) with BFC Financial Corporation (“BFC”) which contemplated the merger of Bluegreen with and
into a wholly owned subsidiary of BFC and for holders of Bluegreen’s common stock (other than BFC, directly or indirectly
through its subsidiaries) to receive eight shares of BFC’s Class A Common Stock for each share of Bluegreen’s common
stock that they held at the effective time of the merger. Consummation of the merger pursuant to the 2011 Merger Agreement was
subject to a number of closing conditions, including the listing of BFC’s Class A Common Stock on a national securities
exchange at the effective time of the merger. Due to the inability to satisfy all required closing conditions and in connection
with the parties’ entry into the 2012 Merger Agreement described below, effective November 14, 2012, the parties agreed
to terminate the 2011 Merger Agreement.
14, 2012, Bluegreen, BFC, Woodbridge Holdings, LLC, a wholly owned subsidiary of BFC (“Woodbridge”), and BXG Florida
Corporation, a wholly owned subsidiary of Woodbridge (“Merger Sub”), entered into a new definitive merger agreement
(the “2012 Merger Agreement”) pursuant to which Merger Sub would merge with and into Bluegreen (the “Merger”),
with Bluegreen continuing as a surviving corporation of the Merger and a wholly owned subsidiary of Woodbridge. Subject to the
terms and conditions of the 2012 Merger Agreement, which has been approved by a special committee comprised of Bluegreen’s
independent directors and the boards of directors of both BFC and Bluegreen, Bluegreen’s shareholders (other than BFC, directly
or indirectly through its subsidiaries, and shareholders of Bluegreen who duly exercise appraisal rights in accordance with Massachusetts
law) will receive consideration of $10.00 in cash for each share of Bluegreen’s common stock that they hold at the effective
time of the Merger (the “Merger Consideration”). In addition, each option to acquire shares of Bluegreen’s common
stock that is outstanding at the effective time of the Merger, whether vested or unvested, will be canceled in exchange for the
holder’s right to receive the excess, if any, of the per share Merger Consideration over the exercise price per share of
the option. Each Bluegreen restricted stock award outstanding at the effective time of the Merger, whether vested or unvested,
will convert into the right to receive the per share Merger Consideration. The aggregate Merger Consideration is expected to be
approximately $150 million.
of the Merger is subject to a number of closing conditions, including the approval of Bluegreen’s shareholders and Woodbridge
obtaining the financing necessary to pay the aggregate Merger Consideration. Woodbridge expects to fund the Merger through debt
or equity financing, including by issuing up to 46% of the equity interests in Woodbridge and utilizing Bluegreen’s assets.
have also made customary representations, warranties and covenants in the 2012 Merger Agreement, including, among others, covenants
by BFC, Woodbridge and Merger Sub to use their reasonable best efforts to secure the financing necessary to consummate the Merger
and covenants by Bluegreen to assist with such financing efforts and to operate its business in the ordinary course consistent
with past practice during the period between the execution of the 2012 Merger Agreement and the consummation of the Merger. In
addition, as was the case with the 2011 Merger Agreement, the 2012 Merger Agreement provides for all six of the directors of Bluegreen
who are not also directors of BFC to be appointed to BFC’s board of directors at the effective time of the Merger.
currently expect to consummate the Merger promptly after all conditions to closing are satisfied.
through Woodbridge, currently owns approximately 54% of the issued and outstanding shares of Bluegreen’s common stock. In
addition, Alan B. Levan, Chairman, Chief Executive Officer and President of BFC, and John E. Abdo, Vice Chairman of BFC, serve
as Chairman and Vice Chairman, respectively, of Bluegreen’s board of directors.
description of the 2012 Merger Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of
which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The 2012 Merger
Agreement contains representations and warranties made by the parties as of specific dates and solely for their benefit. The representations
and warranties reflect negotiations between the parties and are not intended as statements of fact to be relied upon by the companies’
respective shareholders; in certain cases, merely represent allocation decisions among the parties; and have been modified or
qualified by correspondence or confidential disclosures that were made between the parties in connection with the negotiation
of the 2012 Merger Agreement, which disclosures are not reflected in the 2012 Merger Agreement itself, may no longer be true as
of a given date or may apply standards of materiality in a way that is different from what may be viewed as material by shareholders.
Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at
any other time and shareholders should not rely on them as statements of fact. Moreover, information concerning the subject matter
of the representations and warranties may change after the date of the 2012 Merger Agreement, and any subsequent information may
or may not be fully reflected in public disclosures.
Termination of a Material Definitive Agreement.
set forth in Item 1.01 above relating to the termination of the 2011 Merger Agreement is incorporated by reference into this Item
Prior to the
opening of the markets on November 15, 2012, Bluegreen and BFC issued a joint press release announcing the termination of the
2011 Merger Agreement and their entry into the 2012 Merger Agreement. A copy of the press release is attached as Exhibit 99.1
Information and Where to Find It
Report on Form 8-K is being filed in respect of the Merger contemplated by the 2012 Merger Agreement, which will be submitted
to the shareholders of Bluegreen for their consideration. In connection with the Merger, Bluegreen will prepare a proxy statement
to be filed with the Securities and Exchange Commission (the “SEC”). The definitive proxy statement will be mailed
to Bluegreen’s shareholders. Bluegreen may also file with the SEC other documents regarding the Merger. BLUEGREEN’S
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Copies of all documents
filed by Bluegreen with the SEC are available, free of charge, on the SEC’s website at www.sec.gov and on Bluegreen’s
website at www.bluegreencorp.com under the tab “Investors – SEC Filings.” In addition, Bluegreen’s
shareholders may obtain free copies of the documents filed with the SEC by Bluegreen by directing a request by mail to Bluegreen
Corporation, Corporate Secretary, 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431, or by phone at 561-912-8000.
its directors and executive officers may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies
from the shareholders of Bluegreen in connection with the Merger. Information regarding Bluegreen’s directors and executive
officers is set forth in Bluegreen’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed
with the SEC on March 28, 2012. Additional information regarding persons who may be deemed to be participants in the solicitation
of proxies in respect of the Merger will be contained in the proxy statement to be filed by Bluegreen with the SEC when it becomes
Report on Form 8-K 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 proposed Merger described herein, the potential
benefits of the Merger, that financing for the Merger may not be obtainable on acceptable terms, or at all, and the risk that
the Merger may not otherwise be consummated in accordance with the contemplated terms, or at all. Reference is also made to the
risks and uncertainties detailed in reports filed by BFC and Bluegreen with the SEC, including the “Risk Factors”
sections thereof, which may be viewed on the SEC's website at www.sec.gov. Readers are cautioned that the foregoing factors
are not exclusive.
Financial Statements and Exhibits.
||Agreement and Plan of Merger, dated as of November 14, 2012, by and among BFC Financial Corporation, Woodbridge Holdings,
LLC, BXG Florida Corporation and Bluegreen Corporation
||Joint press release dated November 15, 2012
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|Date: November 15, 2012
||By: /s/ Anthony M. Puleo |
|| Anthony M. Puleo,|
Officer and Treasurer
||Agreement and Plan of Merger, dated as of November 14, 2012,
by and among BFC Financial Corporation, Woodbridge Holdings, LLC, BXG Florida Corporation and Bluegreen Corporation|
||Joint press release dated November 15, 2012|