Form SC TO-I/A - Tender offer statement by Issuer: [Amend]

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

 

 

BBX Capital, Inc.

(Name of Subject Company (Issuer))

BBX Capital, Inc.

(Names of Filing Persons (Issuer and Offeror))

Class A Common Stock, par value $0.01

(Title of Class of Securities)

073319 105

(CUSIP Number of Class of Securities)

Alan B. Levan

Chairman

BBX Capital, Inc.

201 East Las Olas Boulevard, Suite 1900

Fort Lauderdale, Florida 33301

[phone]

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Alison W. Miller

Stearns Weaver Miller Weissler

Alhadeff & Sitterson, P.A.

150 West Flagler Street, Suite 2200

Miami , Florida 33130

[phone]

 

 

 

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

 

☐

third-party tender offer subject to Rule 14d-1.

☒

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

 

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AMENDMENT NO. 3 TO SCHEDULE TO

This Amendment No. 3 to Tender Offer Statement on Schedule TO (this “Amendment”) amends the Tender Offer Statement on Schedule TO filed by BBX Capital, Inc., a Florida corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on November 20, 2023, as amended by Amendment No. 1 thereto filed with the Commission on December 6, 2023 and Amendment No. 2 thereto filed with the Commission on December 21, 2023 (the “Schedule TO”), relating to the Company’s offer to purchase up to 500,000 shares of its Class A Common Stock, par value $0.01 per share (the “Shares”), at a price of $8.00 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated November 20, 2023 (as amended, the “Offer to Purchase”), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(B) and which, collectively with the Offer to Purchase, constitute the “Offer.”

This Amendment is being filed to amend and supplement the Items of the Schedule TO and the Offer to Purchase, in each case, as specifically set forth herein. The information which was previously filed with the Schedule TO, including the exhibits thereto, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following statement:

On December 27, 2023, the Company issued a press release announcing the final results of the Offer, which expired at 5:00 p.m., New York City time, on Wednesday, December 20, 2023. A copy of the press release is filed as Exhibit (a)(5)(B) hereto and is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the press release referenced in Item 11 above as Exhibit (a)(5)(B). The exhibit list, as so amended, is set forth below.

 

	(a	)(1)(A)		Offer to Purchase, dated November 20, 2023*
	(a	)(1)(B)		Letter of Transmittal*
	(a	)(1)(C)		Notice of Guaranteed Delivery*
	(a	)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees*
	(a	)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees*
	(a	)(1)(F)		Press Release dated November 15, 2023 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the Securities and Exchange Commission on November 15, 2023)*
	(a	)(5)(A)		Press Release dated December 21, 2023*
	(a	)(5)(B)		Press Release dated December 27, 2023

 

2

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	(b	)		None
	(d	)(1)		BBX Capital, Inc. 2021 Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2022)*
	(d	)(2)		Employment Agreement between the Company and Alan B. Levan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2022)*
	(d	)(3)		Employment Agreement between the Company and John E. Abdo (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2022)*
	(d	)(4)		Employment Agreement between the Company and Jarett S. Levan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2022)*
	(d	)(5)		Employment Agreement between the Company and Seth M. Wise (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2022)*
	(d	)(6)		Employment Agreement between the Company and Brett Sheppard (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2022)*
	(d	)(7)		Agreement between Alan B. Levan and John E. Abdo*
	(d	)(8)		Agreement between Alan B. Levan and Jarett S. Levan*
	(d	)(9)		Agreement between Jarett S. Levan and Seth M. Wise*
	(g	)		None
	(h	)		None
	107			Calculation of Filing Fee Table

 

*	Previously filed.

 

3

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SIGNATURE

After due 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.

Date: December 27, 2023

 

BBX CAPITAL, INC.
By:		/s/ Brett Sheppard
Name: Brett Sheppard
Title: Chief Financial Officer

 

4

Exhibit (a)(5)(B)

 

BBX Capital, Inc. Announces Final Results of Tender Offer

FORT LAUDERDALE, Florida – December 27, 2023 — BBX Capital, Inc. (OTCQX: BBXIA) (PINK: BBXIB) (“BBX Capital” or the “Company”) announced today the final results of its cash tender offer to purchase up to 500,000 shares of its Class A Common Stock at a purchase price of $8.00 per share. The tender offer expired at 5:00 P.M., Eastern time, on Wednesday, December 20, 2023.

Based on the final count by Equiniti Trust Company, LLC, the Depositary for the tender offer, a total of 737,134 shares of BBX Capital’s Class A Common Stock were properly tendered and not withdrawn. In accordance with the terms and conditions of the tender offer, including BBX Capital’s right to accept the tender of additional shares up to an amount equal to two percent of the outstanding shares of BBX Capital’s Class A Common Stock outstanding upon the commencement of the tender offer, BBX Capital will purchase 726,043 shares in the tender offer. Because more than 726,043 shares were tendered in the tender offer, BBX Capital will purchase the 726,043 shares from tendering shareholders on a pro rata basis in accordance with the terms and conditions of the tender offer. BBX Capital has been informed by the Depositary that the proration factor for the tender offer is approximately 98.5%.

The aggregate price for the shares to be purchased in the tender offer is approximately $5.8 million, excluding fees and expenses relating to the tender offer. The Depositary will promptly issue payment for the shares accepted for purchase and return shares tendered but not accepted for purchase.

The shares to be purchased in the tender offer represent approximately 6.4% of the issued and outstanding shares of BBX Capital’s Class A Common Stock and 4.8% of the total number of issued and outstanding shares of BBX Capital’s Class A Common Stock and Class B Common Stock. The shares purchased in the tender offer will be canceled by BBX Capital. After giving effect to the purchase and cancellation of the shares, BBX Capital will have 14,430,319 shares of Common Stock issued and outstanding, consisting of 10,576,125 shares of its Class A Common Stock and 3,854,194 shares of its Class B Common Stock.

Shareholders who have questions or would like additional information about the tender offer may contact the Information Agent for the tender offer, MacKenzie Partners, Inc., toll-free at [phone].

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About BBX Capital, Inc.: BBX Capital, Inc. (OTCQX: BBXIA) (PINK: BBXIB) is a Florida-based diversified holding company whose principal holdings include BBX Capital Real Estate, BBX Sweet Holdings, and Renin. For additional information, please visit www.bbxcapital.com.

BBX Capital, Inc. Contact Info:

Investor Relations Contact:

Sharon Stennett

P: 954-940-5300

Email: [e-mail]

Media Relations Contact:

Kip Hunter, Kip Hunter Marketing

P: 954-303-5551

Email: [e-mail]

# # #

This press release contains forward-looking statements. All opinions, forecasts, projections, future plans, and other statements, other than statements of historical fact, are forward-looking statements. 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, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations and involve risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause actual results or performance to differ from those set forth or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, those relating to the tender offer described in this press release and the risks and uncertainties relating to the business, operations, affairs, results, and financial condition of the Company and its subsidiaries, and the ownership of the Company’s stock, detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (including the “Risk Factors” section thereof) and subsequent Quarterly Reports on Form 10-Q, each of which may be viewed on the SEC’s website at www.sec.gov and on the Company’s website at www.bbxcapital.com. The Company cautions that the foregoing factors are not exclusive. Readers should not place undue reliance on any forward-looking statement, which speaks only as of the date made. In addition, past performance may not be indicative of future results.

Exhibit 107

Calculation of Filing Fee Table

Table 1: Transaction Valuation

 

		Transaction     Valuation(1)		Fee     Rate		Amount of     Filing Fee(4)
Fees to Be Paid		$1,808,344(2)		$0.0001476		$266.91
Fees Previously Paid		$4,000,000(3)				$590.40(5)
Total Transaction Valuation		$5,808,344
Total Fees Due for Filing						$857.31
Total Fees Previously Paid						$590.40(5)
Total Fee Offsets						—
Net Fee Due						$266.91

 

(1)	Calculated solely for purposes of determining the amount of the filing fee.

(2)	This amount is based on the 226,043 additional shares to be purchased in the tender offer at the tender offer price of $8.00 per share.

(3)	This amount is based upon the offer to purchase 500,000 shares of Class A Common Stock at the tender offer price of $8.00 per share.

(4)	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $147.60 per each million dollar of the transaction valuation.

(5)	This amount was previously paid in connection with the initial filing of the Schedule TO for the tender offer on November 20, 2023.

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