Bluegreen Vacations Holding Corp (Form: SC TO-I/A, Received: 12/27/2022 09:09:35)

Date: December 27, 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. 2)

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. 2 TO SCHEDULE TO

This Amendment No. 2 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, as amended by Amendment No. 1 thereto filed with the Commission on December 12, 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, at a purchase price of $25.00 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 9, 2022 (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 (as amended, 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 Tuesday, December 27, 2022, the Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 p.m., New York City time, on Friday, December 23, 2022. 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) 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*

(a)(5)(B)		Press Release dated December 27, 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)(B)

LOGO

Bluegreen Vacations Holding Corporation

Announces Preliminary Results of Tender Offer

BOCA RATON, Florida – December 27, 2022 – Bluegreen Vacations Holding Corporation (NYSE: BVH) (OTCQX: BVHBB) (“Bluegreen” or the “Company”) announced today the preliminary results of its cash tender offer to purchase up to 4,500,000 shares of its Class A Common Stock at a purchase price of $25.00 per share. The tender offer expired at 5:00 P.M., Eastern time, on Friday, December 23, 2022.

Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the Depositary for the tender offer, a total of 3,133,708 shares of Bluegreen’s Class A Common Stock were properly tendered and not withdrawn, including 262,518 shares that were tendered by notice of guaranteed delivery. In accordance with the terms and conditions of the tender offer, Bluegreen expects to purchase all 3,133,708 shares tendered for an aggregate price of approximately $78.3 million, excluding fees and expenses relating to the tender offer. The shares expected to be purchased represent approximately 19.5% of the issued and outstanding shares of Bluegreen’s Class A Common Stock and 15.8% of the total number of issued and outstanding shares of Bluegreen’s Class A Common Stock and Class B Common Stock. Based on the preliminary number of shares expected to be purchased, Bluegreen will have 16,640,621 shares of Common Stock issued and outstanding following the purchase, consisting of 12,976,504 shares of Class A Common Stock and 3,664,117 shares of Class B Common Stock.

The number of shares of Bluegreen’s Class A Common Stock expected to be purchased in the tender offer and the aggregate purchase price for the shares indicated above are preliminary and subject to final confirmation by the Depositary and the proper delivery of shares tendered, including shares tendered pursuant to the guaranteed delivery procedure. The final results of the tender offer will be announced, and payment for shares of Bluegreen’s Class A Common Stock accepted for purchase in the tender offer will commence, promptly following completion of the confirmation process. It is expected that the final results of the tender offer will be announced and payment for shares accepted in the tender offer will commence by Friday, December 30, 2022. Any shares tendered in the tender offer but not accepted for purchase (e.g., due to irregularities, defects, or tenders otherwise determined by Bluegreen to be invalid) will be promptly returned to tendering shareholders following completion of the confirmation process.

Shareholders who have questions or would like additional information about the tender offer may contact the Information Agent for the tender offer, Laurel Hill Advisory Group, LLC, 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. 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, including that the results of the tender offer announced in this press release are preliminary and are subject to adjustment and final confirmation. Reference is also made to the risks and uncertainties relating to the business, operations, affairs, plans, strategies, results, and financial condition of the Company, 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, 2021 (including the “Risk Factors” section thereof) and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which may be viewed on the SEC’s website at www.sec.gov and in the “Investor Relations” section of 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.