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Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$114,958,608
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| | | $ | 13,933 | | |
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| Amount Previously Paid: | | | Filing Party: | |
| Form or Registration No.: | | | Date Filed: | |
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| | | | A-1 | | | |
| | | | B-1 | | |
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High
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Low
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Year Ended December 31, 2017 | | | | | | | | | | | | | |
Fourth Quarter (beginning November 17, 2017)
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| | | $ | 18.34 | | | | | $ | 12.50 | | |
Year Ended December 31, 2018 | | | | | | | | | | | | | |
First Quarter
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| | | $ | 22.47 | | | | | $ | 16.65 | | |
Second Quarter
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| | | $ | 25.69 | | | | | $ | 19.30 | | |
Third Quarter
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| | | $ | 26.22 | | | | | $ | 17.20 | | |
Fourth Quarter
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| | | $ | 18.34 | | | | | $ | 10.68 | | |
Year Ending December 31, 2019 | | | | | | | | | | | | | |
First Quarter (through February 28, 2019)
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| | | $ | 14.76 | | | | | $ | 12.47 | | |
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Fees
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Legal fees and expenses
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| | | $ | 200,000 | | |
SEC registration fee
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| | | $ | 13,933 | | |
Valuation analyses
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| | | $ | 100,000 | | |
Paying Agent fees and expenses (including filing, printing and mailing)
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| | | $ | 15,000 | | |
Miscellaneous fees and expenses
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| | | $ | 40,000 | | |
Total
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| | | $ | 368,933 | | |
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For the Years Ended
December 31, |
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For the Nine Months Ended
September 30, |
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2017
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2016
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2015
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2018
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2017
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Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales of VOIs
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| | | $ | 239,662 | | | | | $ | 266,142 | | | | | $ | 259,236 | | | | | $ | 195,412 | | | | | $ | 176,094 | | |
Fee-based sales commission revenue
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| | | | 229,389 | | | | | | 201,829 | | | | | | 173,659 | | | | | | 167,581 | | | | | | 179,046 | | |
Other fee-based services revenues
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| | | | 111,819 | | | | | | 103,448 | | | | | | 97,539 | | | | | | 89,472 | | | | | | 83,442 | | |
Cost reimbursements
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| | | | — | | | | | | — | | | | | | — | | | | | | 47,157 | | | | | | 40,660 | | |
Interest income
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| | | | 86,876 | | | | | | 89,510 | | | | | | 84,331 | | | | | | 63,771 | | | | | | 65,673 | | |
Other income, net
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| | | | 312 | | | | | | 1,724 | | | | | | 2,883 | | | | | | 1,269 | | | | | | — | | |
Total revenues
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| | | $ | 668,058 | | | | | $ | 662,653 | | | | | $ | 617,648 | | | | | $ | 564,662 | | | | | $ | 544,915 | | |
Net income
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| | | | 138,310 | | | | | | 84,776 | | | | | | 82,009 | | | | | | 77,682 | | | | | | 69,597 | | |
Net income attributable to shareholder(s)
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| | | $ | 125,526 | | | | | $ | 74,951 | | | | | $ | 70,304 | | | | | $ | 68,173 | | | | | $ | 60,179 | | |
Per Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic/diluted earnings attributable to shareholder(s)
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| | | $ | 1.76 | | | | | $ | 1.06 | | | | | $ | 0.99 | | | | | $ | 0.91 | | | | | $ | 0.85 | | |
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As of December 31,
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As of September 30,
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2017
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2016
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2015
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2018
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2017
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Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Notes receivable, net
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| | | $ | 431,801 | | | | | $ | 430,480 | | | | | $ | 415,598 | | | | | $ | 439,484 | | | | | $ | 429,356 | | |
Inventory
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| | | | 281,291 | | | | | | 238,534 | | | | | | 220,211 | | | | | | 325,532 | | | | | | 269,241 | | |
Total assets
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| | | | 1,236,424 | | | | | | 1,128,632 | | | | | | 1,083,151 | | | | | | 1,336,992 | | | | | | 1,172,343 | | |
Total debt obligations – non recourse
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| | | | 336,421 | | | | | | 327,358 | | | | | | 314,024 | | | | | | 335,680 | | | | | | 347,308 | | |
Total debt obligations – recourse
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| | | | 255,275 | | | | | | 255,057 | | | | | | 256,752 | | | | | | 306,751 | | | | | | 237,722 | | |
Total shareholders’ equity
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| | | | 382,231 | | | | | | 249,436 | | | | | | 244,485 | | | | | | 425,175 | | | | | | 268,493 | | |
Noncontrolling interests
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| | | | 42,286 | | | | | | 40,772 | | | | | | 43,197 | | | | | | 47,630 | | | | | | 46,250 | | |
Total equity
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| | | | 424,517 | | | | | | 290,208 | | | | | | 287,682 | | | | | | 472,805 | | | | | | 314,743 | | |
Per Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share
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| | | $ | 5.11 | | | | | $ | 3.51 | | | | | $ | 3.44 | | | | | $ | 5.69 | | | | | $ | 3.78 | | |
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As of and for the Years
Ended December 31, |
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As of and for the Nine Months
Ended September 30, |
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2017
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2016
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2015
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2018
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2017
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Other Financial Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
System-wide sales of VOIs
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| | | $ | 616,650 | | | | | $ | 605,392 | | | | | $ | 552,723 | | | | | $ | 478,111 | | | | | $ | 467,341 | | |
Number of Bluegreen Vacation Club/Vacation Club Associate resorts at period end
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| | | | 67 | | | | | | 65 | | | | | | 65 | | | | | | 69 | | | | | | 67 | | |
Total number of sale transactions
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| | | | 40,705 | | | | | | 45,340 | | | | | | 43,576 | | | | | | 30,959 | | | | | | 30,638 | | |
Average sales volume per guest
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| | | $ | 2,479 | | | | | $ | 2,263 | | | | | $ | 2,381 | | | | | $ | 2,647 | | | | | | 2,442 | | |
Basic/diluted shares outstanding at period end
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| | | | 74,734 | | | | | | 70,998 | | | | | | 70,998 | | | | | | 74,734 | | | | | | 70,998 | | |
Weighted average basic/diluted shares outstanding
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| | | | 71,448 | | | | | | 70,998 | | | | | | 70,998 | | | | | | 74,734 | | | | | | 70,998 | | |
| | | | BBX CAPITAL CORPORATION | |
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By:
/s/ Alan B. Levan
Name: Alan B. Levan
Title: Chairman and Chief Executive Officer |
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| | | | WOODBRIDGE HOLDINGS CORPORATION | |
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By:
/s/ Alan B. Levan
Name: Alan B. Levan
Title: President |
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| | | | BXG ACQUISITION SUB CORPORATION | |
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By:
/s/ Alan B. Levan
Name: Alan B. Levan
Title: President |
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| | | | WOODBRIDGE HOLDINGS CORPORATION, a Florida corporation |
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By:
/s/ Raymond S. Lopez
Raymond S. Lopez,
Chief Financial Officer |
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Name
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Position with
BBX Capital |
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Principal Occupation or Employment and Five-Year
Material Employment History |
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Alan B. Levan | | | Chairman and Chief Executive Officer | | | Chairman and Chief Executive Officer of BBX Capital since February 2017; Chairman, Chief Executive Officer and President of BBX Capital from 1978 until December 2015; Founder and strategic advisor to BBX Capital’s Board of Directors from December 2015 through February 2017; Chairman and Chief Executive Officer of BCC(1) from 1994 until December 2015 and from February 2017 to present; Non-executive Chairman of the Board of Bluegreen since May 2017 and from May 2002 to December 2015; non-executive employee of Bluegreen from May 2015 until February 2017. | |
John E. Abdo | | | Vice Chairman | | | Vice Chairman of BBX Capital since 1993; Vice Chairman of BCC(1) since 1994; President of Abdo Companies, Inc., a real estate company (1350 NE 56th Street, Suite 200, Fort Lauderdale, Florida 33334); Non-executive Vice Chairman of the Board of Bluegreen since 2002, except for the period from December 2015 until August 2017, during which time he served as non-executive Acting Chairman of the Board of Bluegreen. | |
Jarett S. Levan | | | President and Director | | | President of BBX Capital and BCC(1); Acting Chairman and Chief Executive Officer of BBX Capital from December 2015 to February 2017; Executive Vice President of BBX Capital from April 2011 until December 2015; Acting Chairman and Chief Executive Officer of BCC(1) from December 2015 until December 2016; Director of BBX Capital since 2009; Director of Bluegreen since August 2017. | |
Seth M. Wise | | | Executive Vice President and Director | | | Executive Vice President of BBX Capital since 2009 and BCC(1) since 2012; Director of BBX Capital since 2009; Director of Bluegreen since August 2017. | |
Name
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Position with
BBX Capital |
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Principal Occupation or Employment and Five-Year
Material Employment History |
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Raymond S. Lopez | | | Executive Vice President, Chief Financial Officer and Chief Risk Officer | | | Executive Vice President, Chief Financial Officer and Chief Risk Officer of BBX Capital since March 2015; Chief Financial Officer of BCC(1) since March 2015; Chief Accounting Officer of Bluegreen from 2005 until March 2015; Senior Vice President of Bluegreen from 2007 until March 2015. | |
Susan J. Saturday | | | Executive Vice President and Chief Human Resources Officer | | | Chief Human Resources Officer of BBX Capital since June 2016; Executive Vice President of BBX Capital since April 2018; Senior Vice President of BBX Capital from June 2016 to April 2018; Chief Human Resources Officer of Bluegreen from 2004 to April 2018; Executive Vice President of Bluegreen from October 2017 to April 2018; Senior Vice President of Bluegreen from 2004 to October 2017. | |
Norman H. Becker | | | Director | | | Self-employed as a Certified Public Accountant with Norman H. Becker, P.A.; Director of BBX Capital since 2016 after serving as a director of BCC(1) since 2013; Director of Bluegreen since 2003. | |
Andrew R. Cagnetta | | | Director | | | Chief Executive Officer of Transworld Business Advisors, LLC, an international business brokerage firm (2121 Vista Parkway, West Palm Beach, Florida 33411); Director of BBX Capital since August 2018. | |
Steven M. Coldren | | | Director | | | President/Founder of Business Information Systems, Inc., a distributor of commercial recording systems (1350 NE 56th Street, Suite 300, Fort Lauderdale, Florida 33334); Director of BBX Capital since 2016 after serving as a director of BCC(1) since 1986. | |
Darwin Dornbush | | | Director | | | Attorney in private practice since January 2015; Partner of the law firm of Dornbush Schaeffer Strongin & Venaglia, LLP (1001 Avenue of the Americas, 10th Floor New York, NY 10018) until January 2015; Director of BBX Capital since 2009. | |
Willis N. Holcombe | | | Director | | | Retired former Chancellor of the Florida College System until November 2011 and interim President of Florida State College at Jacksonville (101 W. State Street, Jacksonville, Florida 32202) during 2013; Director of BBX Capital since 2016 after serving as a director of BCC(1) since 2003. | |
Oscar Holzmann | | | Director | | | Retired former Associate Professor of Accounting at the University of Miami School of Business (5250 University Drive, Coral Gables, Florida 33146) until 2017; Director of BBX Capital since 2002. | |
Name
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Position with
BBX Capital |
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Principal Occupation or Employment and Five-Year
Material Employment History |
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Joel Levy | | | Director | | | Vice Chairman of Adler Group, Inc., a commercial real estate company (3150 SW 38th Avenue, Suite 530, Miami, Florida 33146); Director of BBX Capital since 2009. | |
William Nicholson | | | Director | | | Principal of Heritage Capital Group, an investment banking firm (4417 Beach Blvd, Suite 302, Jacksonville, Florida 32207), since May 2010; Chief Compliance Officer of Heritage Capital Group; President of WRN Financial Corporation, a consulting and litigation support firm (4417 Beach Blvd, Suite 302, Jacksonville, Florida 32207), since 2004; Director of BBX Capital since 2009. | |
Anthony P. Segreto | | | Director | | | Retired former news anchor on NBC’s South Florida affiliate; Director of BBX Capital since 2016 after serving as a director of BCC(1) since 2012 and an advisory director of BCC(1) from 2009 to 2012. | |
Neil Sterling | | | Director | | | Principal of The Sterling Resources Group, Inc., a business development consulting firm (2132 Bayview Drive, Fort Lauderdale, Florida 33305), since 1998; Founder and Chief Executive Officer of SRG Technology, LLC, a software development company (330 SW 2nd Street, Suite 215, Fort Lauderdale, Florida 33312); Director of BBX Capital since 2003. | |
Charlie C. Winningham, II | | | Director | | | Private investor; Director of BBX Capital since 2016 after serving as a director of BCC(1) since 1976. | |
Name
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Position with
Woodbridge |
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Principal Occupation or Employment and Five-Year
Material Employment History |
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Alan B. Levan | | | President and Director | | | See information for Alan B. Levan set forth under “Directors and Executive Officers of BBX Capital” above. | |
John E. Abdo | | | Vice President and Director | | | See information for John E. Abdo set forth under “Directors and Executive Officers of BBX Capital” above. | |
Seth M. Wise | | | Vice President and Director | | | See information for Seth M. Wise set forth under “Directors and Executive Officers of BBX Capital” above. | |
Jarett S. Levan | | | Vice President | | | See information for Jarett S. Levan set forth under “Directors and Executive Officers of BBX Capital” above. | |
Raymond S. Lopez | | | Chief Financial Officer | | | See information for Raymond S. Lopez set forth under “Directors and Executive Officers of BBX Capital” above. | |
Name
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Position with
Merger Sub |
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Principal Occupation or Employment and Five-Year
Material Employment History |
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Alan B. Levan | | | President and Director | | | See information for Alan B. Levan set forth under “Directors and Executive Officers of BBX Capital” above. | |
John E. Abdo | | | Vice President and Director | | | See information for John E. Abdo set forth under “Directors and Executive Officers of BBX Capital” above. | |
Seth M. Wise | | | Vice President and Director | | | See information for Seth M. Wise set forth under “Directors and Executive Officers of BBX Capital” above. | |
Jarett S. Levan | | | Vice President | | | See information for Jarett S. Levan set forth under “Directors and Executive Officers of BBX Capital” above. | |
Raymond S. Lopez | | | Chief Financial Officer | | | See information for Raymond S. Lopez set forth under “Directors and Executive Officers of BBX Capital” above. | |