Bluegreen Vacations Holding Corp (Form: SC TO-I/A, Received: 12/12/2022 09:06:58)

Date: December 12, 2022

BLUEGREEN VACATIONS HOLDING CORPORATION

/s/ Raymond S. Lopez

Raymond S. Lopez

Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

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

OF THE SECURITIES EXCHANGE ACT OF 1934

Bluegreen Vacations Holding Corporation

(Name of Subject Company (Issuer))

Bluegreen Vacations Holding Corporation

(Names of Filing Persons (Issuer and Offeror))

Class A Common Stock, par value $0.01

(Title of Class of Securities)

096308 101

(CUSIP Number of Class of Securities)

Alan B. Levan

Chairman, Chief Executive Officer and President

Bluegreen Vacations Holding Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

(561) 912-8000

(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

(305) 789-3200

November 9, 2022

(Date tender offer first published, sent or given to security holders)

☐	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)

AMENDMENT NO. 1 TO SCHEDULE TO

This Amendment No. 1 to Tender Offer Statement on Schedule TO (this “Amendment”) amends the Tender Offer Statement on Schedule TO filed by Bluegreen Vacations Holding Corporation, a Florida corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on November 9, 2022 (the “Schedule TO”), with respect to the Company’s offer to purchase shares up to 4,500,000 shares of its Class A Common Stock, par value $0.01 per share, upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated November 9, 2022 (as amended or supplemented from time to time, 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 (as amended or supplemented from time to time, 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 in connection with (i) an amendment to the Offer to increase the offered purchase price from $22.17 per share to $25.00 per share, in each case, less any applicable withholding taxes and without interest, and (ii) an extension of the Offer from 5:00 p.m. New York City time, on Friday, December 9, 2022 until 5:00 p.m., New York City time, on Friday, December 23, 2022 (unless further extended or earlier terminated).

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 provided herein. Except as provided herein, the information contained in the Schedule TO remains unchanged. You should read this Amendment together with the Schedule TO, the Offer to Purchase, and the Letter of Transmittal. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

Items 1 through 9 and Item 11.

Amendments to the Offer to Purchase, the Letter of Transmittal and Other Exhibits to the Schedule TO

1. The purchase price in the Offer has been increased from $22.17 per share to $25.00 per share. Accordingly, references to the purchase price of $22.17 per share in the Offer to Purchase, the Letter of Transmittal, and the other exhibits to the Schedule TO are hereby amended and replaced with $25.00 per share. Subject to the terms and conditions of the Offer, the Company will pay for shares purchased in the Offer at the new purchase price of $25.00 per share, in cash, less any applicable withholding taxes and without interest.

The new purchase price of $25.00 per share represents a 46.6% premium over the closing share price of the Company’s Class A Common Stock of $17.05 on November 2, 2022, the last trading day prior to the Company’s announcement of its intention to commence the Offer.

Any calculations in the Offer to Purchase, the Letter of Transmittal, and the other exhibits to the Schedule TO based on the previous purchase price of $22.17 per share shall be deemed revised to reflect the new purchase price of $25.00 per share. Without limiting the generality of the foregoing, the aggregate purchase price for the shares sought to be purchased in the Offer, together with all related fees and expenses, has increased from approximately $100 million to approximately $113 million.

2. The Expiration Time of the Offer has been extended from 5:00 p.m, New York City time, on Friday, December 9, 2022 until 5:00 p.m., New York City time, on Friday, December 23, 2022 (unless further extended or earlier terminated). Accordingly, references to 5:00 p.m, New York City time, on Friday, December 9, 2022 in the Offer to Purchase, the Letter of Transmittal and the other exhibits to the Schedule TO are hereby amended and replaced with 5:00 p.m., New York City time, on Friday, December 23, 2022.

3. Based on information provided by American Stock Transfer & Trust Company, LLC, the Depositary for the Offer, as of 5:00 p.m, New York City time, on Friday, December 9, 2022, the previous Expiration Time of the Offer, 1,895,853 shares had been tendered in the Offer. Shareholders who have validly tendered and not withdrawn their shares do not need to re-tender their shares or take any other action in connection with the amendment and extension of the Offer, and they will receive the increased purchase price for their shares if the Offer is completed and those shares are not withdrawn prior to the new Expiration Time.

4. On December 12, 2022, the Company issued a press release announcing the amendment and extension of the Offer. Such press release has been added as an exhibit in Item 12 below.

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)(A). In addition, the Calculation of Filing Fee Table exhibit has been updated to reflect the increased purchase price in the Offer. The exhibit list, as so amended, is set forth below.

(a)

Exhibits.


(a)(1)(A)		Offer to Purchase, dated November 9, 2022*

(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 3, 2022 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the Securities and Exchange Commission on November 3, 2022)

(a)(5)(A)		Press Release dated December 12, 2022

(b)		None

(d)(1)		Bluegreen Vacations Holding Corporation 2021 Incentive Plan (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 July 22, 2021)


(d)(2)		Employment Agreement between the Company and Alan B. Levan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission on November 14, 2012)

(d)(3)		Employment Agreement between the Company and John E. Abdo (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission on November 14, 2012)

(d)(4)		Employment Agreement between the Company and Raymond S. Lopez (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the Securities and Exchange Commission on May 8, 2015)

(g)		None

(h)		None

(b)

Filing Fee Exhibit.

(107)

Calculation of Filing Fee Table

*	Previously filed.

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.

Exhibit (a)(5)(A)

LOGO

Bluegreen Vacations Holding Corporation Announces Amendment of Tender

Offer to Increase Offer Price to $25.00 per Share and

Extend Tender Offer Until December 23, 2022

BOCA RATON, Florida – December 12, 2022 – Bluegreen Vacations Holding Corporation (NYSE: BVH) (OTCQX: BVHBB) (the “Company”) announced today that it has amended its previously announced tender offer to purchase up to 4,500,000 shares of its Class A Common Stock to increase the offer price from $22.17 per share in cash to $25.00 per share in cash, in each case, less applicable holding taxes and without interest. The new offer price of $25.00 per share represents a 46.6% premium over the closing share price of the Company’s Class A Common Stock of $17.05 on November 2, 2022, the last trading day prior to the Company’s announcement of its intention to commence the tender offer. In connection with the amendment, the Company has extended the expiration time of the tender offer from 5:00 p.m., Eastern time, on Friday, December 9, 2022 until 5:00 p.m., Eastern time, on Friday, December 23, 2022 (unless further extended or earlier terminated).

Based on information provided by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, as of 5:00 p.m., Eastern time, on December 9, 2022, which was the previous expiration time of the tender offer, 1,895,853 shares had been tendered for purchase in the tender offer. Shareholders who have validly tendered and not withdrawn their shares do not need to re-tender their shares or take any other action in connection with the amendment and extension of the tender offer, and they will receive the increased purchase price for their shares if the tender offer is completed and those shares are not withdrawn prior to the new expiration time.

American Stock Transfer & Trust Company, LLC is acting as the depositary for the tender offer. Laurel Hill Advisory Group, LLC is serving as information agent for the tender offer. Copies of the tender offer documents and requests for assistance may be directed to the information agent toll-free at (888) 742-1305.

The Company’s Board of Directors has authorized the Company to make the tender offer and approved the amendment and extension of the tender offer described in this press release. However, none of the Company, the Company’s Board of Directors, the information agent or the depositary, or any of their respective affiliates, makes any recommendation to the Company’s shareholders as to whether to tender or refrain from tendering their shares. No person is authorized to make any such recommendation. Shareholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender. In doing so, shareholders should read carefully the information contained in, or incorporated by reference into, the Offer to Purchase and the related Letter of Transmittal (each, as amended and supplemented) pursuant to which the tender offer is being made (as described below), including, without limitation, the purposes and effects of the tender offer. Shareholders should also consult with their own brokers (if any) and tax and financial advisors prior to making a decision as to whether to tender their shares and, if so, how many shares to tender.

Press Release for Information Purposes Only

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the Company’s Class A Common Stock. The tender offer is being made solely by the Company’s Offer to Purchase, dated November 9, 2022, and the related Letter of Transmittal (each, as amended and supplemented). Shareholders should read the Company’s tender offer statement on Schedule TO and all amendments thereto, which have been filed with the Securities and Exchange Commission (the “SEC”) in connection with the tender offer, and all exhibits thereto, including the Offer to Purchase, the related Letter of Transmittal and the other tender offer materials, and, if applicable, any further amendments or supplements to the Schedule TO, including its exhibits, when they become available and are filed with the SEC, because they contain important information, including the various terms and conditions of the tender offer. Shareholders and investors may access these documents free of charge on the SEC’s website at www.sec.gov. Shareholders may also obtain copies of these documents, without charge, by contacting Laurel Hill Advisory Group, LLC, the information agent for the tender offer, toll-free at (888) 742-1305.

About Bluegreen Vacations Holding Corporation:

Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) 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 70 Club and Club Associate Resorts and access to nearly 11,300 other hotels and resorts through partnerships and exchange networks. The Company also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services to, or on behalf of, third parties.

For further information, please visit us at:

Bluegreen Vacations Holding Corporation: www.bvhcorp.com

Bluegreen Vacations Holding Corporation Contact Info:

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

Telephone: 954-399-7193

Email: Leo.Hinkley@bvhcorp.com

# # #

This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. 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. Actual results, performance, or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. Risks and uncertainties include, but are not limited to, those relating to the tender offer described in this press release, including that the conditions to closing the tender offer may not be satisfied or, to the extent permitted by applicable law, may be waived by the Company’s Board of Directors in its sole discretion,

uncertainties as to the amount of shares that will be tendered and purchased in the tender offer, and risks relating to the price and liquidity of the Company’s Class A Common Stock. Reference is also made to the risks and uncertainties relating to the business, operations, affairs, plans, strategy, results and financial condition of the Company detailed in reports filed by the Company with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2021 (including the “Risk Factors” section thereof) and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, each of which may be viewed on the SEC’s website at www.sec.gov and on the Company’s website at www.bvhcorp.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	$12,735,000⁽²⁾	$0.0001102	$1,403.40

Fees Previously Paid	$99,765,000⁽³⁾		$10,994.10⁽⁵⁾

Total Transaction Valuation	$112,500,000

Total Fees Due for Filing			$12,397.50

Total Fees Previously Paid			$10,994.10⁽⁵⁾

Total Fee Offsets			—

Net Fee Due			$1,403.40

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

(2)	Equals the product of $2.83, which is the amount of the increase in the tender offer price from $22.17 per share to $25.00 per share, multiplied by 4,500,000, which is the amount of shares sought to be purchased in the tender offer.

(3)	This amount was based upon the previous terms of the tender offer to purchase up to 4,500,000 shares at an offer price of $22.17 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 $110.20 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 9, 2022.