8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2021

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BLUEGREEN VACATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Florida	001-09292	03-0300793
(State or other jurisdiction ‎of incorporation)	(Commission ‎File Number)	(IRS Employer ‎Identification No.)

4960 Conference Way North, Suite 100, Boca Raton, Florida 33431

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 912-8000

Not Applicable

(Former name or former address, if changed since last report.)

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	BXG	New York Stock Exchange

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)
	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

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Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 5, 2021, Bluegreen Vacations Holding Corporation (“BVH”) completed its previously announced acquisition of all of the approximately 7% of the outstanding shares of common stock of Bluegreen Vacations Corporation (“Bluegreen”) not previously beneficially owned by BVH. The acquisition was effected by BVH pursuant to a statutory, short-form merger (the “Merger”) under Florida law and a Plan of Merger, dated May 5, 2021 (the “Plan of Merger”), entered into by BVH. Pursuant to the Plan of Merger, BXG Acquisition Sub Corporation (“Merger Sub”), an indirect wholly owned subsidiary of BVH, merged with and into Bluegreen, with Bluegreen being the surviving corporation in the Merger and becoming an indirect wholly owned subsidiary of BVH. In accordance with the Plan of Merger, each share of Bluegreen’s common stock that was outstanding at the effective time of the merger, other than shares beneficially owned by BVH, was converted into the right to receive 0.51 shares of BVH’s Class A Common Stock. Any fractional share of BVH’s Class A Common Stock otherwise resulting from the application of the exchange ratio in the Merger will be rounded up to the nearest whole share.

Under Florida law, BVH, as the holder of more than 80% of the outstanding shares of the outstanding common stock of each of Bluegreen and Merger Sub, approved and effected the Merger (by action of BVH’s Board of Directors) without the approval of, or action by, the Board of Directors or any other shareholders of Bluegreen.

On May 5, 2021, BVH and Bluegreen issued a press release announcing the closing of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information included under Item 2.01 above is incorporated into this Item 3.01 by reference.

Prior to the Merger, Bluegreen’s common stock was listed for trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “BXG.”. On May 5, 2021, the companies informed the NYSE of the completion of the Merger and, accordingly, Bluegreen’s common stock will be suspended from trading on the NYSE prior to the opening of trading on May 6, 2021. The companies also requested that the NYSE file a Form 25 with the SEC to delist Bluegreen’s common stock from the NYSE and deregister Bluegreen’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Bluegreen intends to file a Certification and Notice of Termination on Form 15 with the Securities and Exchange Commission in order to deregister its common stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under the Exchange Act as soon as practicable following the effective date of the Form 25.

Item 3.03 Material Modification to Rights of Security Holders.

The information included under Items 2.01 and 3.01 above is incorporated into this Item 3.03 by reference.

As a result of the completion of the Merger, Bluegreen’s shareholders (other than BVH, which now indirectly owns 100% of Bluegreen) ceased to have any rights with respect to their shares of Bluegreen’s common stock, except for the right to receive the shares of BVH’s Class A Common Stock to which they are entitled pursuant to the Plan of Merger, as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated May 5, 2021

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SIGNATURES

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: May 5, 2021 BLUEGREEN VACATIONS CORPORATION

By:	/s/ Raymond S. Lopez
	Raymond S. Lopez
	Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

EX-99.1

BLUEGREEN VACATIONS HOLDING CORPORATION AND BLUEGREEN VACATIONS CORPORATION ANNOUNCE CLOSING OF MERGER

-- BVH Now Owns 100% of Bluegreen --

BOCA RATON, Florida -- May 5, 2021 – Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) (“BVH”) and Bluegreen Vacations Corporation (NYSE: BXG) (“Bluegreen”) announced today that BVH has consummated its acquisition of all of the approximately 7% of the outstanding shares of Bluegreen’s Common Stock not previously beneficially owned by BVH pursuant to a statutory, short-form merger under Florida law effected on May 5, 2021. As a result of the merger, Bluegreen has become an indirect, wholly owned subsidiary of BVH, and Bluegreen’s shareholders (other than BVH) are entitled to receive 0.51 shares of BVH’s Class A Common Stock for each share of Bluegreen’s Common Stock that they held at the effective time of the merger.  Pursuant to the plan of merger, any fractional share of BVH’s Class A Common Stock otherwise resulting from the application of the exchange ratio in the merger will be rounded up to the nearest whole share. As a result of the closing of the merger, Bluegreen’s Common Stock will be suspended from trading on the New York Stock Exchange prior to the opening of trading on May 6, 2021 and will no longer be publicly traded.

“As of the close of business today, BVH will own 100% of Bluegreen and BVH will be a ‘pure play’ company in the timeshare space,” commented Alan B. Levan, Chairman and Chief Executive Officer of Bluegreen Vacations Holding Corporation. “We believe that going forward this will end confusion in the market as BVH’s results will now reflect 100% of Bluegreen’s results and will address the inefficiencies of two public companies.”

In connection with the merger, BVH’s June 2020 Rights Agreement with American Stock Transfer & Trust Company, LLC, as Rights Agent, was amended to expire upon consummation of the merger. As a result, the preferred share purchase rights previously issued under the Rights Agreement have become null and void, and no preferred share purchase rights will be attached to, or otherwise accompany, the shares of BVH’s Class A Common Stock to be issued in the merger. BVH is taking steps under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to de-register the preferred share purchase rights issued under the Rights Agreement and to delist those preferred share purchase rights from the NYSE. These actions to de-register and delist the preferred share purchase rights are simply administrative in nature and will have no effect on BVH’s Class

A Common Stock or Class B Common Stock, which will continue to trade on the NYSE and the OTCQX, respectively, and remain registered under the Exchange Act.

About Bluegreen Vacations Holding Corporation: Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) is a Florida-based holding company whose sole investment is its ownership of 100% of Bluegreen Vacations Corporation (NYSE: BXG). For additional information, please visit www.BVHCorp.com.

About Bluegreen Vacations Corporation: Bluegreen is a leading vacation ownership company that markets and sells vacation ownership interests and manages resorts in popular leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with 68 Club and Club Associate Resorts and access to nearly 11,300 other hotels and resorts through partnerships and exchange networks. Bluegreen Vacations also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services to, or on behalf of, third parties. Bluegreen Vacations Corporation is an indirect, wholly owned subsidiary of Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB), a Florida-based holding company. For further information about Bluegreen Vacations Corporation, please visit www.BluegreenVacations.com.

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Cautionary Note Regarding Forward-Looking Statements: This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements may be identified by the use of words or phrases such as "plans," "believes," "will," "expects," "anticipates," "intends," "estimates," "our view," "we see," "would" and words and phrases of similar import. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, those relating to the merger described herein, including that the benefits expected from the merger may not be realized to the extent anticipated or at all. The reader 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. Reference is also made to the risks and uncertainties contained in reports filed by BVH and Bluegreen with the SEC, including the "Risk Factors" sections thereof, which may be viewed on the SEC's website at www.sec.gov. The companies caution that the foregoing factors are not exclusive. Neither company undertakes, and each of them specifically disclaims any obligation to, update or supplement any forward-looking statements.

Bluegreen Vacations Holding Corporation Contact Info:

Investor Relations: Leo Hinkley, Managing Director, Investor Relations Officer

Telephone: 954-399-7193

Email: Leo.Hinkley@BVHcorp.com

XML

Document And Entity Information	May 05, 2021
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 05, 2021
Entity Registrant Name	BLUEGREEN VACATIONS CORPORATION
Entity Incorporation, State or Country Code	FL
Entity File Number	001-09292
Entity Tax Identification Number	03-0300793
Entity Address, Address Line One	4960 Conference Way North
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	561
Local Phone Number	912-8000
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	BXG
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0000778946
Amendment Flag	false