Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

 

 

BBX Capital Corporation

(Name of Issuer)

Class A Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

05540P 100

(CUSIP Number)

BFC Financial Corporation

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 33301

Attn: Jarett S. Levan, Acting Chairman of the Board, President and Chief Executive Officer

(954) 940-4900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 30, 2016

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons 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.

The information required on 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 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 05540P 100

 

1.		Names of Reporting Persons   BFC Financial Corporation (I.R.S. No. 59-2022148)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Florida
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   13,604,885(1)
				8.		Shared Voting Power   42
				9.		Sole Dispositive Power   13,604,885(1)
				10.		Shared Dispositive Power   42
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   13,604,927(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   81.6%
14.		Type of Reporting Person (See Instructions)   HC

 

(1)

Includes 195,045 shares of BBX Capitals Class B Common Stock owned by BFC. These shares are convertible at any time in BFCs discretion on a share-for-share basis into BBX Capitals Class A Common Stock. Collectively, the shares of BBX Capitals Class A Common Stock and Class B Common Stock owned by BFC represent an approximately 81.6% equity interest and 90.1% voting interest in BBX Capital.

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Amendment No. 18 to Schedule 13D

This Amendment No. 18 to Schedule 13D (this Amendment) amends, solely to the extent expressly set forth herein, the Schedule 13D of BFC Financial Corporation (BFC) filed on August 28, 2008, as previously amended (the Schedule 13D), relating to the Class A Common Stock, par value $0.01 per share, of BBX Capital Corporation, a Florida corporation (BBX Capital).

Item 3: Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended to add the following:

The information set forth under Item 4 below with respect to the shares of BFCs Class B Common Stock issued in exchange for the shares of BBX Capitals Class A Common Stock received by BFC in the share exchanges described in this Amendment is incorporated into this Item 3 by reference.

Item 4: Purpose of Transaction

Item 4 of the Schedule 13D is amended to add the following:

As previously disclosed, BFC entered into Share Exchange Agreements on September 4, 2015 with Alan B. Levan, John E. Abdo, Jarett S. Levan and Seth M. Wise (collectively, the BBX Capital RSU Holders) as holders of restricted stock units (BBX Capital RSUs) of Class A Common Stock of BBX Capital. Pursuant to the Share Exchange Agreements, (a) each BBX Capital RSU Holder granted BFC the option to acquire, simultaneously with the vesting of each BBX Capital RSU, some or all of the shares of BBX Capitals Class A Common Stock which, absent the Share Exchange Agreement, would (after withholding) actually have been received by the BBX Capital RSU Holder upon the vesting of the BBX Capital RSU and (b) BFC agreed to issue to the BBX Capital RSU Holder shares of BFCs Class A Common Stock or Class B Common Stock having an aggregate market value equal to the aggregate market value of the shares of BBX Capitals Class A Common Stock acquired by BFC upon the option exercise. Notwithstanding the foregoing, as a result of the previously disclosed Agreement and Plan of Merger, dated July 27, 2016, entered into by BFC and BBX Capital and the exchange ratio contemplated thereby of 5.4 shares of BFCs Class A Common Stock for each share of BBX Capitals Class A Common Stock, each BBX Capital RSU Holder has agreed, with respect to share exchanges effected during the pendency of the proposed merger, to receive no more than 5.4 shares of BFCs Class A Common Stock or Class B Common Stock for each share of BBX Capitals Class A Common Stock subject to vested BBX Capital RSUs.

Between September 30, 2016 and October 4, 2016, BFC issued a total of 1,530,822 shares of its Class B Common Stock to the BBX Capital RSU Holders pursuant to the Share Exchange Agreements and received a total of 283,486 shares of BBX Capitals Class A Common Stock in exchange therefor. Because the exchange ratio calculated by dividing the closing price of BBX Capitals Class A Common Stock on each relevant date by the closing price of BFCs Class B Common Stock on each such date exceeded 5.4, BFC issued 5.4 shares of its Class B Common Stock for each share of BBX Capitals Class A Common Stock received by it between September 30, 2016 and October 4, 2016.

The following table sets forth the number of shares of BFCs Class B Common Stock issued to each BBX Capital RSU Holder between September 30, 2016 and October 4, 2016, the number of shares of BBX Capitals Class A Common Stock which BFC received in exchange therefor, and the date of share exchange.

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BBX Capital RSU Holder		Date of Share Exchange				Number of Shares of BFCs Class B Common Stock Issued to the BBX Capital RSU Holder				Number of Shares of BBX Capitals Class A Common Stock Received by BFC
Alan B. Levan			9/30/2016				398,752				73,843
			10/1/2016				107,800				19,963
John E. Abdo			9/30/2016				398,752				73,843
			10/2/2016				107,800				19,963
Jarett S. Levan			9/30/2016				204,962				37,956
			10/3/2016				53,897				9,981
Seth M. Wise			9/30/2016				204,962				37,956
			10/4/2016				53,897				9,981

Item 5: Interest in Securities of the Issuer

BFC and, to the best of its knowledge, its executive officers, directors and control persons, currently beneficially own shares of BBX Capitals Class A Common Stock as set forth in the following table. Unless otherwise noted, each beneficial owner has sole voting and investment power over the shares beneficially owned.

 

		Class A Common Stock Ownership				Percent of Class A Common Stock(1)
BFC Financial Corporation(2)			13,604,927	(3)			81.6	%(4)
Alan B. Levan(2)(5)			13,623,531	(3)(6)			81.7	%(4)
John E. Abdo(2)			13,661,608	(3)			81.9	%(4)
Jarett S. Levan(5)			12,346				*
Seth M. Wise			12,043				*
William Nicholson			657				*
Raymond S. Lopez			1,245				*

 

*	Less than one percent.

(1)	Based on 16,483,866 shares of BBX Capitals Class A Common Stock outstanding as of October 5, 2016 and, with respect to the ownership percentage of BFC, Alan B. Levan and John E. Abdo, the 195,045 shares of BBX Capitals Class B Common Stock owned by BFC as described in footnote 3 below.

(2)

BFC may be deemed to be controlled by Alan B. Levan and John E. Abdo, who collectively may be deemed to have an aggregate beneficial ownership of shares of BFCs Class A Common Stock and Class B Common Stock representing approximately 76% of the total voting power of BFC. As a result, the shares of BBX Capitals Class A Common Stock and Class B Common Stock owned by BFC may be deemed to be beneficially owned by each of Alan B. Levan and John E. Abdo and are reflected in the table above with respect to each of their beneficial holdings.

(3)

Includes: (a) 20 shares of BBX Capitals Class A Common Stock held through Eden Services, Inc., a direct wholly-owned subsidiary of BFC; (b) 22 shares of BBX Capitals Class A Common Stock held through ODI Program Partnership LLLP, the general partner of which is an indirect wholly-owned subsidiary of BFC; (c) the 283,486 shares of BBX Capitals Class A Common Stock received by BFC in connection with the share exchanges effected between September 30, 2016 and October 4, 2016, as described in Item 4 above, and (d) 195,045 shares of BBX Capitals Class B Common Stock held directly by BFC which are convertible at any time in BFCs discretion on a share-for-share basis into BBX Capitals Class A Common Stock.

(4)	Each of BFC, Alan B. Levan and John E. Abdo may be deemed to beneficially own shares of BBX Capitals Class A Common Stock and Class B Common Stock representing approximately 90% of the total voting power of BBX Capital.

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(5)	Alan B. Levan is the father of Jarett S. Levan.

(6)	In addition to the shares of BBX Capitals Class A Common Stock and Class B Common Stock which Alan B. Levan may be deemed to beneficially own through BFC, Alan Levans beneficial holdings in BBX Capitals Class A Common Stock also include 180 shares held by Levan Partners LLC.

Neither BFC, nor, to the best of its knowledge, any of its executive officers, directors or control persons, has effected any transaction in any shares of BBX Capitals Class A Common Stock during the past 60 days except for (i) the share exchanges effected between September 30, 2016 and October 4, 2016, as described in Item 4 above, and (ii) the following:

 

On September 30, 2016, Alan B. Levan, John E. Abdo, Jarett S. Levan and Seth M. Wise surrendered to BBX Capital 53,364 shares, 53,364 shares, 25,648 shares and 25,648 shares, respectively, of BBX Capitals Class A Common Stock to satisfy BBX Capitals tax withholding obligation relating to the vesting on September 30, 2016 of BBX Capital RSUs previously granted to them.

 

On October 1, 2016, Mr. Alan Levan surrendered to BBX Capital 14,428 shares of BBX Capitals Class A Common Stock to satisfy BBX Capitals tax withholding obligation relating to the vesting on October 1, 2016 of BBX Capital RSUs previously granted to him.

 

On October 2, 2016, Mr. Abdo surrendered to BBX Capital 14,428 shares of BBX Capitals Class A Common Stock to satisfy BBX Capitals tax withholding obligation relating to the vesting on October 2, 2016 of BBX Capital RSUs previously granted to him.

 

On October 3, 2016, Mr. Jarett Levan surrendered to BBX Capital 7,214 shares of BBX Capitals Class A Common Stock to satisfy BBX Capitals tax withholding obligation relating to the vesting on October 3, 2016 of BBX Capital RSUs previously granted to him.

 

On October 4, 2016, Mr. Wise surrendered to BBX Capital 7,214 shares of BBX Capitals Class A Common Stock to satisfy BBX Capitals tax withholding obligation relating to the vesting on October 4, 2016 of BBX Capital RSUs previously granted to him.

 

On October 5, 2016, Raymond S. Lopez surrendered to BBX Capital 465 shares of BBX Capitals Class A Common Stock to satisfy BBX Capitals tax withholding obligation relating to the vesting on October 5, 2016 of BBX Capital RSUs previously granted to him.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

October 13, 2016
Date
BFC Financial Corporation
/s/ Raymond S. Lopez
Signature
Raymond S. Lopez/Executive Vice President and Chief Financial Officer
Name/Title