This summary highlights selected information from this joint proxy statement/prospectus. This summary may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should carefully read this entire joint proxy statement/prospectus, including, in particular, the copies of the merger agreement and the opinions of JMP Securities LLC, BFC’s financial advisor, and Allen C. Ewing & Co., Woodbridge’s financial advisor, that are attached as annexes to this joint proxy statement/prospectus. Page references have been included parenthetically to direct you to a more complete description of the topics presented in this summary.

 

BFC Financial Corporation

2100 West Cypress Creek Road

Fort Lauderdale, FL 33309

(954) 940-4900

 

BFC is a diversified holding company whose major holdings include controlling interests in BankAtlantic Bancorp and its wholly-owned subsidiaries and Woodbridge and its wholly-owned subsidiaries. BankAtlantic Bancorp is a Florida-based financial services holding company which owns BankAtlantic, a federally chartered, federally insured savings bank. BFC currently owns approximately 23% of the outstanding shares of BankAtlantic Bancorp’s Class A Common Stock and all of the outstanding shares of BankAtlantic Bancorp’s Class B Common Stock, representing approximately 30% of BankAtlantic Bancorp’s total common stock and 59% of the general voting power of BankAtlantic Bancorp. As a result of this controlling position, BFC is a “unitary savings bank holding company” regulated by the Office of Thrift Supervision (the “OTS”). With respect to its controlling interest in Woodbridge, BFC currently owns approximately 22% of the outstanding shares of Woodbridge’s Class A Common Stock and all of the outstanding shares of Woodbridge’s Class B Common Stock, representing approximately 24% of Woodbridge’s total common stock and 59% of the general voting power of Woodbridge. BFC’s holdings also include a non-controlling interest in Benihana, which operates Asian-themed restaurant chains in the United States.

 

Historically, BFC’s business strategy has been to invest in and acquire businesses in diverse industries either directly or through controlled subsidiaries. BFC believes that the best potential for growth is likely through the growth of the companies it currently controls and its focus is to provide overall support for its controlled subsidiaries with a view to the improved performance of the organization as a whole. BFC, itself, has no significant operations other than activities relating to the monitoring and managing of its existing investments and the identification, analysis and, in appropriate cases, acquisition of new investments.

 

Woodbridge Holdings Corporation

2100 West Cypress Creek Road

Fort Lauderdale, FL 33309

(954) 940-4950

 

Woodbridge (which was formerly known as Levitt Corporation), directly and through its wholly owned subsidiaries, historically has been a real estate development company with activities in the Southeastern United States. Historically, Woodbridge’s operations were primarily within the real estate industry; however, Woodbridge’s recent business strategy has included the pursuit of investments and acquisitions within or outside of the real estate industry, as well as the continued development of master-planned communities through its wholly owned subsidiary, Core Communities. Woodbridge also owns approximately 31% of the outstanding common stock of Bluegreen, a New York Stock Exchange-traded corporation (BXG) which develops and markets vacation ownership interests in resorts generally located in popular high-volume, “drive-to” vacation destinations and acquires, develops and subdivides property and markets residential land

homesites, the majority of which are sold directly to retail customers who seek to build a home in a high quality residential setting, in some cases on properties featuring a golf course and related amenities. Woodbridge is currently working with Bluegreen to explore avenues for assisting Bluegreen in obtaining liquidity for its receivables, which may include, among other potential alternatives, Woodbridge forming a broker dealer to raise capital through private or public offerings. In addition, Woodbridge holds investments in Office Depot, Inc. (“Office Depot”), a global supplier of office products and services, and Pizza Fusion Holdings, Inc. (“Pizza Fusion”), which operates restaurant franchises in a niche market within the quick service and organic food industries, and conducts other activities through Cypress Creek Capital Holdings, LLC (“Cypress Creek Capital”) and Snapper Creek Equity Management, LLC (“Snapper Creek”).

 

On July 2, 2009, BFC and Woodbridge entered into the merger agreement, which is the legal document governing the merger. Subject to the terms and conditions of the merger agreement, Woodbridge will be merged with and into Merger Sub, a newly formed wholly owned subsidiary of BFC. Upon the completion of the merger, Woodbridge’s separate corporate existence will cease and its Class A Common Stock will no longer be publicly traded.

 

At the effective time of the merger, each outstanding share of Woodbridge’s Class A Common Stock (other than shares owned by BFC and holders of Woodbridge’s Class A Common Stock who exercise and perfect their appraisal rights) will be converted automatically into the right to receive 3.47 shares of BFC’s Class A Common Stock. BFC will not issue fractional shares of its Class A Common Stock in the merger, but instead, the aggregate number of shares of BFC’s Class A Common Stock to which holders of Woodbridge’s Class A Common Stock will be entitled to receive will be rounded up to the next largest whole number. The closing price, as quoted on the Pink Sheets, of BFC’s Class A Common Stock on July 2, 2009, the last trading day prior to the public announcement of the merger agreement, and on          , 2009, the last trading day prior to the date of this joint proxy statement/prospectus, was $0.40 per share and $      per share, respectively. The closing price, as quoted on the Pink Sheets, of Woodbridge’s Class A Common Stock on July 2, 2009, the last trading day prior to the public announcement of the merger agreement, and on          , 2009, the last trading day prior to the date of this joint proxy statement/prospectus, was $1.10 per share and $      per share, respectively. Shareholders of both companies are encouraged to obtain current market quotations prior to voting their shares.

 

The shares of BFC’s Class A Common Stock to be received in exchange for shares of Woodbridge’s Class A Common Stock are referred to in this joint proxy statement/prospectus as the “merger consideration.”

 

Upon consummation of the merger, Woodbridge’s Amended and Restated 2003 Stock Incentive Plan will be assumed by BFC and all outstanding restricted stock awards issued thereunder will be converted into restricted stock awards of shares of BFC’s Class A Common Stock on the same terms and conditions and with the same restrictions, but with appropriate adjustments made to the number of shares subject to such restricted stock awards based on the exchange ratio of 3.47 shares of BFC’s Class A Common Stock for each share of Woodbridge’s Class A Common Stock.

 

All options to purchase shares of Woodbridge’s Class A Common Stock outstanding at the effective time of the merger will be canceled in connection with the merger, and the holders thereof will not receive any consideration as a result of such cancellation. In agreeing to this treatment of Woodbridge’s options, Woodbridge’s special committee and board of directors considered the fact that, as of the date of the merger agreement, all such options were, and, for the foreseeable future, all such options are expected to be, “out-of-the-money” with exercise prices greatly exceeding the current market price of Woodbridge’s Class A Common

Stock. However, it is anticipated that some or all of the directors and executive officers of Woodbridge will be granted BFC stock options or other equity-based compensation awards of BFC following the merger.

 

In connection with the merger, BFC’s Amended and Restated Articles of Incorporation will be amended to increase the authorized number of shares of BFC’s Class A Common Stock from 100,000,000 shares to 150,000,000 shares. In addition, BFC’s board of directors has approved amendments to BFC’s By-laws which, effective upon consummation of the merger, will increase the maximum number of members of the board of directors of BFC from 12 to 15 and provide that each director elected or appointed to BFC’s board of directors on or after the effective date of the merger will serve for a term expiring at BFC’s next annual meeting of shareholders. As a result of the latter amendment (and subject to any future amendments), following BFC’s 2012 annual meeting of shareholders, BFC’s board of directors will no longer be divided into multiple classes serving staggered terms. Shareholder approval of the amendments to BFC’s By-laws is not required. The Articles of Amendment to BFC’s Amended and Restated Articles of Incorporation and BFC’s By-laws, as so amended, will be as set forth on Annexes D and E, respectively, and you are urged to read them carefully.

 

Currently, there are five persons serving on the board of directors of BFC, each of whom will continue to serve as directors of BFC following the merger. Additionally, in connection with the merger, BFC has agreed to cause the following nine individuals to be appointed to the board of directors of BFC to serve for a term expiring at BFC’s 2010 annual meeting of shareholders: James Blosser, Darwin Dornbush, S. Lawrence Kahn, III, Alan J. Levy, Joel Levy, William Nicholson and William Scherer, the seven current directors of Woodbridge who are not also directors of BFC, Seth M. Wise, the President of Woodbridge, and Jarett S. Levan, the President of BankAtlantic Bancorp and President and Chief Executive Officer of BankAtlantic.

 

The executive officers of BFC in office immediately prior to the effective time of the merger will hold the same positions upon completion of the merger. In addition, Seth Wise, the President of Woodbridge, will serve as Executive Vice President of BFC effective upon consummation of the merger.

 

Based on the number of outstanding shares of Woodbridge’s Class A Common Stock (other than shares owned by BFC) and BFC’s Class A Common Stock, and assuming no holders of Woodbridge’s Class A Common Stock choose to assert and exercise their appraisal rights, immediately following the merger, Woodbridge’s shareholders (other than BFC) will own approximately 54% and BFC’s shareholders will own approximately 46% of the then-outstanding shares of BFC’s Class A Common Stock, and each of Woodbridge’s shareholders (other than BFC) and BFC’s shareholders will own approximately 50% of BFC’s total outstanding common equity. Immediately following the merger, shares of BFC’s Class A Common Stock and Class B Common Stock will represent in the aggregate 22% and 78%, respectively, of the general voting power of BFC and approximately 92% and 8%, respectively, of the total outstanding common equity of BFC.

 

Both Woodbridge and BFC expect to, and have agreed in the merger agreement to, conduct their respective businesses prior to the effective time of the merger in the usual and ordinary course, consistent with their existing business and investment strategies and operational plans. With respect to Woodbridge, this may include, among other things, the continued pursuit of investments and acquisitions within or outside of the real estate industry and providing support to its existing investments, including additional investments in affiliates such as Bluegreen, among others. Further, BFC expects to continue providing support for its controlled subsidiaries with a view to the improved performance of the organization as a whole, and this business strategy may include additional investments in its controlled subsidiaries such as BankAtlantic Bancorp.

 

Following the merger, BFC expects that both it and Woodbridge (as a wholly owned subsidiary of BFC) will continue to conduct their respective businesses in the usual and ordinary course. BFC intends to allocate

resources within the consolidated group among BFC’s investments and subsidiaries in a manner which its board of directors believes to be beneficial to BFC’s shareholders. It is currently anticipated that BFC will make additional investments in BankAtlantic Bancorp, whether in BankAtlantic Bancorp’s previously announced $100 million rights offering to its shareholders or otherwise, and may also make additional investments in Bluegreen, Core Communities or Benihana.

 

Woodbridge currently has in place a shareholder rights plan which was adopted in an effort to preserve Woodbridge’s ability to utilize its net operating loss carryforwards to offset future taxable income. The shareholder rights plan was designed to prevent Woodbridge from experiencing an “ownership change” for purposes of Section 382 of the Code by causing substantial dilution to any person or group that acquires 5% or more of the outstanding shares of Woodbridge’s Class A Common Stock without the approval of Woodbridge’s board of directors. Woodbridge’s board of directors has agreed to exempt the merger from the operation of the shareholder rights plan and committed to exercise its right to terminate the shareholder rights plan at the effective time of the merger.

 

In connection with the termination of Woodbridge’s shareholder rights plan, BFC intends to adopt a shareholder rights plan substantially similar to the one in place at Woodbridge in an effort to preserve available net operating loss carryforwards for potential utilization as an offset against future taxable income. As contemplated, the plan, if triggered, would result in substantial dilution to any person or group that acquires 5% or more of BFC’s outstanding common stock without the approval of BFC’s board of directors.

 

The merger will be accounted for as an equity transaction by BFC for financial reporting and accounting purposes under U.S. generally accepted accounting principles. The results of operations of Woodbridge will continue to be included in the consolidated financial statements of BFC.

 

Under the FBCA, holders of Woodbridge’s Class A Common Stock who do not vote for the approval of the merger agreement and who properly exercise their appraisal rights with respect to the merger will be entitled to receive a cash payment equal to the “fair value” of their shares. The receipt of cash in exchange for shares of Woodbridge’s Class A Common Stock will be a taxable transaction. Pursuant to the FBCA, fair value of the shares of Woodbridge’s Class A Common Stock held by a Woodbridge shareholder exercising appraisal rights means the value of such shares calculated as of the time immediately preceding the consummation of the merger excluding any appreciation or depreciation in anticipation of the merger, which amount could be more than, less than or equal to the value of the shares of BFC’s Class A Common Stock that the shareholder would otherwise have received in connection with the merger. Merely voting against the approval of the merger agreement will not serve to assert the appraisal rights of a holder of Woodbridge’s Class A Common Stock under the FBCA. In addition, a proxy submitted by a record holder of Woodbridge’s Class A Common Stock not marked “Against” or “Abstain” will be voted “For” the approval of the merger agreement and, accordingly, will result in the waiver of such record holder’s appraisal rights. Annex F to this joint proxy statement/prospectus contains the full text of Sections 607.1301 through 607.1333 of the FBCA, which relate to appraisal rights. You are encouraged to read these provisions carefully and in their entirety. BFC’s obligation to consummate the merger is conditioned upon holders of not more than 10% of the outstanding shares of Woodbridge’s Class A Common Stock exercising, or remaining entitled to exercise, appraisal rights for their shares.

 

Under the FBCA, BFC’s shareholders will not be entitled to appraisal rights in connection with the merger.

 

In evaluating the merger agreement, the merger and the related transactions, you should carefully read this joint proxy statement/prospectus in its entirety, including all of the annexes hereto, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 18.

 

The merger has been structured to qualify as a tax-free “reorganization” under Section 368(a) of the Code. Accordingly, a holder of Woodbridge’s Class A Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of his, her or its shares of Woodbridge’s Class A Common Stock for shares of BFC’s Class A Common Stock. Each holder of Woodbridge’s Class A Common Stock will have a tax basis in the shares of BFC’s Class A Common Stock that he, she or it receives in the merger equal to his, her or its current tax basis in his, her or its shares of Woodbridge’s Class A Common Stock.

 

Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (“Stearns Weaver”) will issue an opinion to BFC and Woodbridge as of the date on which the merger is consummated to the effect that the merger will qualify as a tax-free “reorganization” under Section 368(a) of the Code and that BFC and Woodbridge will each be a party to that “reorganization” under Section 368(b) of the Code.

 

This summary may not be applicable to all holders of Woodbridge’s Class A Common Stock. You should read the section of this joint proxy statement/prospectus entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. You are urged to consult your tax advisor to determine the tax consequences of the merger to you.

 

After careful evaluation and consideration of the merger agreement and the transactions contemplated thereby and the advice of its financial advisor, the board of directors of BFC determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of BFC and its shareholders. Accordingly, the board of directors of BFC approved the merger agreement and the transactions contemplated thereby and recommends that BFC’s shareholders vote “FOR” the merger and the related transactions.

 

To review the background of, and BFC’s reasons for, the merger, as well as certain risks related to the merger, see, in particular, the sections of this joint proxy statement/prospectus entitled “The Merger — Background of the Merger,” “The Merger — Recommendation of the BFC Board and its Reasons for the Merger” and “Risk Factors.”

 

JMP Securities LLC (“JMP Securities”) delivered its opinion to the BFC board of directors that, as of the date of its opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the exchange ratio of 3.47 shares of BFC’s Class A Common Stock for each share of Woodbridge’s Class A Common Stock was fair, from a financial point of view, to BFC’s shareholders.

 

The full text of JMP Securities’ opinion, dated July 2, 2009, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by JMP Securities in rendering its opinion is attached as Annex B to this joint proxy statement/prospectus. JMP Securities’ opinion is directed to the board of directors of BFC in connection with its consideration of the merger. JMP Securities’ opinion is not a recommendation as to how BFC’s shareholders should vote at BFC’s special meeting on the merger and the related transactions. You are urged to read JMP Securities’ opinion carefully and in its entirety.

 

The board of directors of Woodbridge designated a special committee comprised of independent directors to, among other things, negotiate, review and evaluate the terms and conditions, and, with the assistance of its legal counsel and financial advisor, determine the advisability of, the merger. After such negotiation, review and evaluation, the Woodbridge special committee determined that the merger is advisable, fair to and in the best interests of Woodbridge’s shareholders. On the basis of such determination, the Woodbridge special committee recommended that the full board of directors of Woodbridge approve the merger agreement and the transactions contemplated thereby and recommend to the shareholders of Woodbridge that they approve the merger agreement.

 

After careful evaluation and consideration of the merger agreement and the transactions contemplated thereby and careful consideration of the recommendation of the Woodbridge special committee and the advice of its financial advisor, the board of directors of Woodbridge determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Woodbridge’s shareholders. Accordingly, the board of directors of Woodbridge approved the merger agreement and the transactions contemplated thereby and recommends that Woodbridge’s shareholders vote “FOR” the approval of the merger agreement.

 

To review the background of, and Woodbridge’s reasons for, the merger, as well as certain risks related to the merger, see, in particular, the sections of this joint proxy statement/prospectus entitled “The Merger — Background of the Merger,” “The Merger — Recommendation of the Woodbridge Board and its Reasons for the Merger” and “Risk Factors.”

 

Allen C. Ewing & Co. (“Ewing”) delivered its opinion to the Woodbridge special committee and board of directors, that, as of the date of its opinion and based upon and subject to the factors, limitations and assumptions set forth therein, the consideration to be received by holders of Woodbridge’s Class A Common Stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

 

The full text of the written opinion of Ewing, dated July 2, 2009, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex C. Ewing provided its opinion for the information and assistance of the Woodbridge special committee and board of directors in connection with their consideration of the merger. Ewing’s opinion does not constitute a recommendation to any Woodbridge shareholder on whether or not to support the merger or as to how such shareholder should vote on the merger agreement. You are urged to read Ewing’s fairness opinion carefully and in its entirety.

 

The shares of BFC’s Class A Common Stock to be issued in connection with the merger, like the shares of BFC’s Class A Common Stock which are currently outstanding, will be listed for trading on the Pink Sheets under the symbol “BFCF.PK.” In the future, BFC may apply for its Class A Common Stock to be listed on the New York Stock Exchange or the NASDAQ Stock Market if its Class A Common Stock meets the requirements for listing on either of those exchanges.

 

If the merger is consummated, all of the shares of Woodbridge’s Class A Common Stock and Class B Common Stock will be canceled, and Woodbridge’s Class A Common Stock will no longer be listed for trading on the Pink Sheets or registered under the Exchange Act.

 

Shareholders should note that some directors or executive officers of each of BFC and Woodbridge have interests in the merger that are different from, or are in addition to, the interests of BFC’s and Woodbridge’s shareholders, generally. Specifically, Alan B. Levan, the Chairman, Chief Executive Officer and President of

BFC, Chairman and Chief Executive Officer of Woodbridge and BankAtlantic Bancorp and Chairman of Bluegreen, John E. Abdo, the Vice Chairman of each of BFC, Woodbridge, BankAtlantic Bancorp and Bluegreen, and their respective affiliates collectively beneficially own shares of BFC’s Class A Common Stock and Class B Common Stock (including shares which may be acquired pursuant to the exercise of stock options) representing approximately 74.2% of the general voting power and approximately 37.4% of the total common stock of BFC, and, after the completion of the merger, are expected to beneficially own shares of BFC’s Class A Common Stock and Class B Common Stock (including shares which may be acquired pursuant to the exercise of stock options) representing approximately 71.0% of the general voting power and approximately 19.0% of the total common stock of BFC. Additionally, in connection with the merger, BFC has agreed to cause the seven current directors of Woodbridge who are not also directors of BFC, Seth M. Wise, the President of Woodbridge, and Jarett S. Levan, the son of Alan B. Levan and the President of BankAtlantic Bancorp and Chief Executive Officer and President of BankAtlantic, to be appointed to BFC’s board of directors to serve for a term expiring at BFC’s 2010 annual meeting of shareholders. Further, Mr. Wise will serve as Executive Vice President of BFC effective upon consummation of the merger. It is anticipated that some or all of the directors and executive officers of Woodbridge, including Alan B. Levan and John E. Abdo, will be granted BFC stock options or other equity-based compensation awards of BFC following the merger. Further, while the Woodbridge stock options, if any, held by these individuals will be canceled, those stock options currently have exercise prices which are far greater than the market price of Woodbridge’s Class A Common Stock. It is expected that the new BFC stock options granted to them will have exercise prices equal to the closing market price of BFC’s Class A Common Stock on the date of grant. Additionally, following the merger, BFC’s directors and executive officers will continue to receive compensation, including equity-based compensation, from BFC for their services. Each of BFC’s board of directors and Woodbridge’s special committee and board of directors was aware of these interests.

 

BFC must comply with applicable federal and state securities laws in connection with the issuance of the shares of BFC’s Class A Common Stock in the merger and the filing of this joint proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”).

 

There are also limitations on the amount of shares of BFC’s Class A Common Stock that an individual or company can own without obtaining regulatory approval. Woodbridge’s shareholders should read the description of those limitations contained on page 89 and consult with their legal counsel regarding any regulatory limitations on their ownership of BFC’s Class A Common Stock.

 

The shares of BFC’s Class A Common Stock to be issued in connection with the merger will not be subject to any restrictions on transfer arising under the Securities Act, except for shares issued to any Woodbridge shareholder who may be deemed to be an affiliate of Woodbridge or BFC for purposes of Rule 145 under the Securities Act.

 

Woodbridge’s shareholders, whose rights are currently governed by Florida law and Woodbridge’s Amended and Restated Articles of Incorporation and Amended and Restated By-laws will, upon consummation of the merger, become holders of BFC’s Class A Common Stock (other than holders who exercise and perfect their appraisal rights), and their rights will be governed by Florida law and BFC’s Amended and Restated Articles of Incorporation and BFC’s By-laws, which are different than those of Woodbridge.

 

The following summary describes certain material provisions of the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference into this joint proxy statement/prospectus. This summary may not contain all the information about the merger agreement that is important to you and is qualified in its entirety by reference to the merger agreement. You are encouraged to carefully read the merger agreement in its entirety.

 

A number of conditions must be satisfied or waived before the merger will be completed, including, among others:

 

 

 

 

The board of directors of either BFC or Woodbridge may in its sole discretion choose to waive any of the conditions to consummation of the merger and choose to proceed to closing notwithstanding the fact that any such condition has not been fulfilled.

 

BFC and Woodbridge have each generally agreed that, during the period from the date of the merger agreement to the earlier of the consummation of the merger and the termination of the merger agreement, except as expressly contemplated by the merger agreement or consented to in writing by BFC or Woodbridge, as the case may be, each of BFC and Woodbridge will not, among other things, conduct its business in a manner that is not consistent with its ordinary course of business and past practice.

 

The merger agreement contains restrictions on the ability of each of BFC and Woodbridge to, among other things, solicit, negotiate and discuss with third parties other proposals relating to the acquisition of the companies.

 

Notwithstanding these restrictions, if at any time prior to the effective time of the merger, the Woodbridge special committee or board of directors or the BFC board of directors receives an unsolicited, bona fide written acquisition proposal not in violation of the “no solicitation” provisions of the merger agreement and the Woodbridge special committee or board of directors or the BFC board of directors, as the case may be, reasonably determines in good faith, after consultation with their financial, legal and other advisors, that such proposal will result in, or is reasonably expected to result in, a more favorable proposal to the applicable company’s shareholders from a financial point of view than the merger or other revised proposal submitted by BFC or Woodbridge and is reasonably capable of being consummated on the terms proposed, then, after

receiving the advice of outside counsel that it may be necessary to take such actions to comply with its fiduciary duties under applicable law, Woodbridge or BFC, as the case may be, may (i) furnish information about its business to the person making such proposal and (ii) participate in discussions or negotiations regarding such proposal with the person making such proposal.

 

The merger agreement provides that the board of directors of BFC and Woodbridge may withhold, withdraw, modify or change its recommendation of the advisability of the merger and the merger agreement, respectively, or approve or recommend any other acquisition or similar proposal only if, at any time prior to the effective time of the merger, a superior proposal (as described above) was received without violation of the no solicitation provisions of the merger agreement and the BFC board of directors or the Woodbridge special committee or board of directors, as the case may be, determines in good faith and after consultation with their financial advisors and legal counsel that the failure to take such actions would be inconsistent with their fiduciary duties under applicable law.

 

The merger agreement may be terminated at any time prior to the effective time of the merger upon the mutual written consent of BFC and Woodbridge. In addition, each of BFC and Woodbridge may terminate the merger agreement under certain circumstances, including, without limitation:

 

 

 

 

BFC’s Class A Common Stock and Woodbridge’s Class A Common Stock are listed for trading on the Pink Sheets under the trading symbols “BFCF.PK” and “WDGH.PK,” respectively. The following table sets forth the closing prices for BFC’s Class A Common Stock and Woodbridge’s Class A Common Stock, as quoted on the Pink Sheets, on July 2, 2009, the last trading day before the public announcement of the merger agreement, and on          , 2009, the last trading day before the date of this joint proxy statement/prospectus. The table also includes the equivalent prices per share of Woodbridge’s Class A Common Stock that holders of such stock would receive in connection with the merger if the merger were completed on either of these dates, applying the exchange ratio of 3.47 shares of BFC’s Class A Common Stock for each share of Woodbridge’s Class A Common Stock.

 

 

The above table shows only historical comparisons. These comparisons may not provide meaningful information to BFC’s and Woodbridge’s shareholders in determining whether to approve the merger. Shareholders of BFC and Woodbridge are urged to obtain current market quotations and to carefully review the other information contained in this joint proxy statement/prospectus prior to voting their shares.

 

While there are no restrictions on the payment of cash dividends by BFC, other than those restrictions contained in the merger agreement with respect to the interim period between the date of the merger agreement and the effective time of the merger, BFC has never paid cash dividends on its common stock. While BFC may consider declaring and paying dividends in the future with respect to its Class A Common Stock, there can be no assurance that it will do so. Future declaration and payment of cash dividends with respect to BFC’s Class A Common Stock, if any, will be determined in light of the then-current financial condition of BFC and other factors deemed relevant by the board of directors of BFC.

 

Woodbridge’s board of directors has not adopted a policy of regular dividend payments. On January 22, 2007, Woodbridge’s board of directors declared a cash dividend of $0.10 per share on its Class A Common Stock and Class B Common Stock, and this dividend was paid in February 2007. Since that time, Woodbridge has not declared or paid dividends on its Class A Common Stock or Class B Common Stock. The payment of dividends in the future is subject to approval by Woodbridge’s board of directors and will depend upon, among other factors, Woodbridge’s results of operations and financial condition. Woodbridge does not expect to pay dividends to its shareholders for the foreseeable future. After completion of the merger, only BFC, as the parent company of Woodbridge, will be entitled to receive dividends or distributions from Woodbridge, and the former shareholders of Woodbridge will not be entitled to receive dividends from Woodbridge.

 

The following table sets forth historical per share information of BFC and Woodbridge and unaudited pro forma combined per share information after giving effect to the merger as an equity transaction. You should not rely on this information as being indicative of the historical results that would have been achieved had Woodbridge always been a wholly owned subsidiary of BFC or the future results that BFC will experience after the merger. The unaudited pro forma condensed combined per share data has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial statements and related notes appearing elsewhere in this joint proxy statement/prospectus. The historical per share data has been derived from and should be read in conjunction with the historical consolidated financial statements of BFC and Woodbridge which appears elsewhere in this joint proxy statement/prospectus. The table also includes (i) Woodbridge’s equivalent loss from continuing operations per common share — basic and diluted and (ii) book value per common share, in each case, applying the exchange ratio of 3.47 shares of BFC’s Class A Common Stock for each share of Woodbridge’s Class A Common Stock.

 

 

The following table summarizes BFC’s historical consolidated financial condition and results as of, and for the periods ended on, the dates indicated below. The selected historical consolidated financial data of BFC as of, and for the years ended, December 31, 2006 through 2008 have been derived from BFC’s audited consolidated financial statements for those years which appear elsewhere in this joint proxy statement/prospectus and which were audited by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm. The selected historical consolidated financial data of BFC as of, and for the six months ended, June 30, 2009 and 2008 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period) and are derived from BFC’s unaudited consolidated financial statements which appear elsewhere in this joint proxy statement/prospectus; however, BFC’s management believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of its results of operations and financial condition as of the dates, and for the periods, indicated. You should not assume the results of operations for past periods and for the six months ended June 30, 2009 and 2008 indicate results for any future period. The following information is only a summary and should be read together with BFC’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and consolidated financial statements and related notes which appear elsewhere in this joint proxy statement/prospectus.

 

 

 

 

The following table summarizes BFC’s historical parent company only financial condition and results as of, and for the periods ended on, the dates indicated below. The selected historical parent company only financial data of BFC as of, and for the years ended, December 31, 2006 through 2008 have been derived from BFC’s audited consolidated financial statements for those years which appear elsewhere in this joint proxy statement/prospectus and which were audited by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm. The selected historical parent company only financial data of BFC as of, and for the six months ended, June 30, 2009 and 2008 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period) and are derived from BFC’s unaudited consolidated financial statements which appear elsewhere in this joint proxy statement/prospectus; however, BFC’s management believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of its results of operations and financial condition as of the dates, and for the periods, indicated. You should not assume the results of operations for past periods and for the six months ended June 30, 2009 and 2008 indicate results for any future period. The following information is only a summary and should be read together with BFC’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and consolidated financial statements and related notes which appear elsewhere in this joint proxy statement/prospectus.