BBX Capital Corporation Announces Shareholder Approval of Spin-Off of BBX Capital Florida LLC and Corporate Name Change

Nachrichtenquelle: Business Wire (engl.)
25.09.2020, 22:05  |  113   |   |   

BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB) (the “Company”) and its subsidiary, BBX Capital Florida LLC (“New BBX Capital”), announced the following today:

Shareholder Approval of Spin-Off

At the special meeting of the Company’s shareholders held earlier today, the Company’s shareholders voted to approve the previously announced spin-off of New BBX Capital. The spin-off was approved by holders of shares of the Company’s Class A Common Stock and Class B Common Stock representing 88% of the total number of votes entitled to be cast on the spin-off. While the shareholders voted together as a single class on the spin-off and that vote alone was sufficient to approve the spin-off, the Company notes that 97% of the shares of the Company’s Class A Common Stock which were voted on the spin-off were cast in favor of the spin-off and that the spin-off received the affirmative vote of a majority of the votes cast by the Company’s unaffiliated shareholders.

Other Spin-Off Updates

The Company currently expects to consummate the spin-off on September 30, 2020. Prior to the spin-off, New BBX Capital will be converted into a Florida corporation named BBX Capital, Inc. If the spin-off is completed, the Company will distribute to its shareholders one share of New BBX Capital’s Class A Common Stock for each share of the Company’s Class A Common Stock held of record as of the close of trading on September 22, 2020, the record date for the distribution, and one share of New BBX Capital’s Class B Common Stock for each share of the Company’s Class B Common Stock held of record as of the close of trading on September 22, 2020. Each share of New BBX Capital’s Class A Common Stock and Class B Common Stock issued in the spin-off will have attached thereto a preferred share purchase right issued under New BBX Capital’s rights plan, as described in further detail below. Shareholders of the Company will also retain their shares of the Company’s Class A Common Stock and/or Class B Common Stock.

The Company’s Class A Common Stock and Class B Common Stock will continue to trade “regular way” on a “due-bills” basis on the New York Stock Exchange and OTCQX, respectively, until the close of trading on September 30, 2020, meaning that any shareholder who sells their shares of the Company’s Class A Common Stock or Class B Common Stock prior to the close of trading on September 30, 2020 will also be assigning the right to receive the shares of New BBX Capital’s Class A Common Stock or Class B Common Stock to be distributed in connection with the spin-off. The "Ex-Distribution" date for the distribution of shares of New BBX Capital’s Class A Common Stock and Class B Common Stock in connection with the spin-off will be October 1, 2020.

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