Filing Details
- Accession Number:
- 0001315863-21-000607
- Form Type:
- 13D Filing
- Publication Date:
- 2021-07-21 20:00:00
- Filed By:
- Angelo Gordon & Co
- Company:
- Bbx Capital Inc.
- Filing Date:
- 2021-07-22
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Angelo, Gordon Co. | 1,305,416 | 0 | 1,305,416 | 0 | 1,305,416 | 9.58% |
| AG GP | 1,305,416 | 0 | 1,305,416 | 0 | 1,305,416 | 9.58% |
| Josh Baumgarten | 0 | 1,305,416 | 0 | 1,305,416 | 1,305,416 | 9.58% |
| Adam Schwartz | 0 | 1,305,416 | 0 | 1,305,416 | 1,305,416 | 9.58% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________________
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
__________________________________________________________
BBX Capital, Inc.
(Name of Issuer)
Class A Common Stock of $.01 par value
(Title of Class of Securities)
073319204
(CUSIP NUMBER)
Christopher D. Moore
Angelo, Gordon & Co, L.P.
Angelo, Gordon & Co, L.P.
245 Park Avenue, 26th Floor
New York, NY 10167
Tel. No.: (212) 692-2009
COPIES TO:
Jason Daniel
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street
Suite 1800
Dallas, TX 75201
(214) 969-4209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 15, 2021
(Date of event which requires filing of this statement)
__________________________________________________________
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g) check the following box ◻
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
| CUSIP No. 073319204 | | 13D | | |
| | | | | | | |
| 1 | | NAME OF REPORTING PERSONS Angelo, Gordon & Co., L.P. | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) [] | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | SOURCE OF FUNDS* AF | ||||
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ◻ | ||||
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 1,305,416 | ||
| | 8 | | SHARED VOTING POWER 0 | |||
| | 9 | | SOLE DISPOSITIVE POWER 1,305,416 | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | |||
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,305,416 | ||||
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.58%* | ||||
| 14 | | TYPE OF REPORTING PERSON* IA, PN | ||||
* Based on 13,624,209 shares of Class A Common Stock of $.01 par value (“Common Stock”) of the Issuer outstanding as of July 15, 2021 as reported in the Amendment No. 6 to the Issuer’s Schedule TO filed with the SEC on
July 15, 2021.
| CUSIP No. 073319204 | | 13D | | |
| | | | | | | |
| 1 | | NAME OF REPORTING PERSONS AG GP LLC (formerly AG Partners, LLC) | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) [] | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | SOURCE OF FUNDS* AF | ||||
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ◻ | ||||
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 1,305,416 | ||
| | 8 | | SHARED VOTING POWER 0 | |||
| | 9 | | SOLE DISPOSITIVE POWER 1,305,416 | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | |||
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,305,416 | ||||
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.58%* | ||||
| 14 | | TYPE OF REPORTING PERSON* HC, OO | ||||
* Based on 13,624,209 shares of Common Stock of the Issuer outstanding as of July 15, 2021 as reported in the Amendment No. 6 to the Issuer’s Schedule TO filed with the SEC on July 15, 2021.
| CUSIP No. 073319204 | | 13D | | |
| | | | | | | |
| 1 | | NAME OF REPORTING PERSONS Josh Baumgarten | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) [] | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | SOURCE OF FUNDS* AF | ||||
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ◻ | ||||
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 | ||
| | 8 | | SHARED VOTING POWER 1,305,416 | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | |||
| | 10 | | SHARED DISPOSITIVE POWER 1,305,416 | |||
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,305,416 | ||||
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.58%* | ||||
| 14 | | TYPE OF REPORTING PERSON* IN, HC | ||||
* Based on 13,624,209 shares of Common Stock of the Issuer outstanding as of July 15, 2021 as reported in the Amendment No. 6 to the Issuer’s Schedule TO filed with the SEC on July 15, 2021.
| CUSIP No. 073319204 | | 13D | | |
| | | | | | | |
| 1 | | NAME OF REPORTING PERSONS Adam Schwartz | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) [] | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | SOURCE OF FUNDS* AF | ||||
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ◻ | ||||
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 | ||
| | 8 | | SHARED VOTING POWER 1,305,416 | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | |||
| | 10 | | SHARED DISPOSITIVE POWER 1,305,416 | |||
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,305,416 | ||||
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.58%* | ||||
| 14 | | TYPE OF REPORTING PERSON* IN, HC | ||||
* Based on 13,624,209 shares of Common Stock of the Issuer outstanding as of July 15, 2021 as reported in the Amendment No. 6 to the Issuer’s Schedule TO filed with the SEC on July 15, 2021.
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed by (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG GP LLC (formerly AG Partners, LLC), a
Delaware limited liability company (“AG GP”), (iii) Josh Baumgarten and (iv) Adam Schwartz with the Securities and Exchange Commission (the “SEC”) on February 4, 2021, as amended by Amendment No. 1 filed on March 16, 2021 (the “Schedule 13D”).
This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated
by reference in all other items, as applicable.
| Item 2. | Identity and Background |
Item 2 is amended and restated to read as follows:
(a) This statement is filed by: (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG GP LLC (formerly AG Partners, LLC), a Delaware limited liability company (“AG
GP”), (iii) Josh Baumgarten and (v) Adam Schwartz (collectively with Angelo Gordon, AG GP and Mr. Baumgarten, the “Reporting Persons”).
Angelo Gordon, in its capacity as investment manager to certain managed accounts and investment fund vehicles (collectively, the “Accounts”), has sole power to vote all shares of Common Stock held in the
Accounts and to dispose of all shares of Common Stock held in the Accounts. Mr. Baumgarten and Mr. Schwartz are the managing members of AG GP, which is the sole general partner of Angelo Gordon and Mr. Baumgarten and Mr. Schwartz are the co-chief
executive officers of Angelo Gordon. Each of Mr. Baumgarten, Mr. Schwartz and AG GP may be deemed to control Angelo Gordon.
(b) The business address of the Reporting Persons is 245 Park Avenue, 26th Floor, New York, New York 10167.
(c) The principal business of Angelo Gordon is the management of the assets and activities of the Accounts. The principal business of AG GP is acting as the general partner of Angelo Gordon. The
principal business of Mr. Baumgarten and Mr. Schwartz is acting as the co-managing members of AG GP and the co-chief executive officers of Angelo Gordon.
(d) None of the Reporting Persons nor any of the Accounts have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons nor any of the Accounts have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Angelo Gordon is a Delaware limited partnership. AG GP is a Delaware limited liability company. Mr. Baumgarten is a United States citizen. Mr. Schwartz is a United States citizen.
| Item 3. | Source and Amount of Funds |
Item 3 is amended and restated to read as follows:
Since the Issuer’s spin-off from Bluegreen Vacations Holding Corporation on September 30, 2020 (the “Spin-Off”), the Reporting Persons have purchased 539,945 shares of Common Stock, net of shares sold, on
behalf of the Accounts in open market transactions through a broker using the working capital of the Accounts. The aggregate purchase price of such shares of Common Stock purchased in the open market and directly held by the Accounts was
approximately $3,278,852. The Reporting Persons acquired 765,471 shares of Common Stock as a result of the Spin-Off.
Purchases of some securities for certain Accounts were effected through margin accounts maintained with brokers, which may extend margin credit as and when required to open or carry positions in the
margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts may be pledged as collateral security for the repayment of debit
balances in the accounts of the Accounts.
| Item 4. | Purpose of Transaction |
Item 4 is amended and restated to read as follows:
This report is made in part due to the reduction in the Issuer’s total outstanding Class A shares as a result of the Issuer’s tender offer that closed on July 15, 2021 as reported in the Issuer’s press release filed with
the SEC on July 15, 2021.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D except as set forth herein or such as would
occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons expect to evaluate on an ongoing basis the Issuer’s financial condition, business, operations and prospects, conditions in the
securities markets, general economic and industry conditions and other factors and may, from time to time, also engage in discussions with management and the board of directors of the Issuer about their investment, the business, operations,
strategy, capitalization, future plans of the Issuer and the management or commercial or strategic transactions with, or relating, to the Issuer. Such discussions may include the presentation of potential investment opportunities to the Issuer by
the Reporting Persons, which opportunities may include investing in investments that may be sourced and or managed by the Reporting Persons. Depending on various factors including, without limitation, the Issuer’s financial position, strategic
direction, business and prospects, anticipated future developments, existing and anticipated market conditions from time to time, actions taken by the management and board of directors of the Issuer, price levels of the Common Stock, general
economic conditions and regulatory matters, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Stock or
other securities of the Issuer, selling some or all of their Common Stock or similar transactions with respect to the Common Stock, providing financing to the Issuer or pursuing other plans or proposals that relate to or could result in any of the
matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D, in all cases to the extent permitted under applicable law and any agreement or agreements that have been or may be entered into with the Issuer.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is amended and restated to read as follows:
(a) - (b) Items 4, 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 13,624,209 shares of Class A Common Stock of $.01
par value (“Common Stock”) of the Issuer outstanding as of July 15, 2021 as reported in the Issuer’s press release filed with the SEC on July 15, 2021. Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote
1,305,416 shares of Common Stock and the power to dispose of 1,305,416 shares of Common Stock held in the Accounts. As the general partner of Angelo Gordon, AG GP may be deemed to have the sole power to vote 1,305,416 shares of Common Stock and the
power to dispose of 1,305,416 shares of Common Stock held in the Accounts. As the co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Baumgarten may be deemed to have shared power to vote 1,305,416 shares of Common
Stock and the shared power to dispose of 1,305,416 shares of Common Stock held in the Accounts. As the co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Schwartz may be deemed to have shared power to vote 1,305,416
shares of Common Stock and the shared power to dispose of 1,305,416 shares of Common Stock held in the Accounts.
(c) Not applicable.
(d) Not Applicable.
(e) Not Applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 22, 2021
| ANGELO, GORDON & CO., L.P. |
| |
| By: AG GP LLC |
| Its General Partner |
| |
| By: Josh Baumgarten |
| Its Co-Managing Member |
| |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| AG GP LLC |
| |
| By: Josh Baumgarten |
| Its Co-Managing Member |
| |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| JOSH BAUMGARTEN |
| |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| |
| ADAM SCHWARTZ |
| |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |