Form SC TO-I/A - Tender offer statement by Issuer: [Amend]

/s/ Alan B. Levan

/s/ Jarett S. Levan

Alan B. Levan

Jarett S. Levan

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

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

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

BBX Capital, Inc.

(Name of Subject Company (Issuer))

BBX Capital, Inc.

(Names of Filing Persons (Issuer and Offeror))

Class A Common Stock, par value $0.01

(Title of Class of Securities)

073319 105

(CUSIP Number of Class of Securities)

Alan B. Levan

Chairman

BBX Capital, Inc.

201 East Las Olas Boulevard, Suite 1900

Fort Lauderdale, Florida 33301

(954) 940-4900

(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

☐	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 amends the Tender Offer Statement on Schedule TO filed by BBX Capital, Inc., a Florida corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on November 20, 2023 (together with any amendments or supplements thereto, the “Schedule TO”). The Schedule TO relates to the Company’s offer to purchase up to 500,000 shares of its Class A Common Stock, par value $0.01 per share (the “Shares”), at a price of $8.00 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 20, 2023 (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.”

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 11.

The Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below.

References to January 22, 2024 Changed to January 18, 2024

The answer to the question entitled “Once I have tendered shares in the Offer, can I withdraw my tender?” in the “Summary Term Sheet” section of the Offer to Purchase is amended and restated to read as follows:

“Yes. You may withdraw any shares you have tendered at any time before the Expiration Time, including any extension thereof. If we have not accepted for payment the shares you have tendered to us, you may also withdraw your shares at any time after 12:00 a.m., New York City time, on January 18, 2024. See Section 4.”

In addition, the second paragraph of “Section 4. Withdrawal Rights” of the Offer to Purchase is amended and restated to read as follows:

“You may withdraw shares that you have previously tendered under the Offer according to the procedures described below at any time prior to the Expiration Time. You may also withdraw your previously tendered shares at any time after 12:00 a.m., New York City time, on January 18, 2024, unless such shares have been accepted for payment as provided in the Offer.”

Conditions of the Tender Offer

The first bullet point in the answer to the question entitled “What are the significant conditions to the Offer?” in the “Summary Term Sheet” section of the Offer to Purchase is amended and restated to read as follows:

•

“no change in the general political, market, economic or financial conditions in the United States or abroad that we deem is reasonably likely to materially and adversely affect our business or the trading in the shares, including, but not limited to, general suspension of trading in, or the imposition of any general minimum or maximum price limits on prices for, securities on any national securities exchange in the United States or in the over-the-counter market, the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, or the commencement of a war, armed hostilities, terrorism, or other similar national or international calamity which results in material direct involvement by the United States, or any material acceleration, escalation or worsening of any of the foregoing, shall have occurred;”

The first sub-bullet point under “Section 6. Conditions of the Tender Offer” of the Offer to Purchase is amended and restated to read as follows:

•

“any general suspension of trading in, or the imposition of any general minimum or maximum price limits on prices for, securities on any national securities exchange in the United States or in the over-the-counter market;”

The third sub-bullet point under “Section 6. Conditions of the Tender Offer” of the Offer to Purchase is amended and restated to read as follows:

•

“the commencement of a war, armed hostilities, terrorism, or other similar national or international calamity which results in material direct involvement by the United States; or”

The first sentence of the penultimate paragraph of “Section 6. Conditions of the Tender Offer” of the Offer to Purchase is amended and restated to read as follows:

“Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, provided that if one or more events described above occurs before the Expiration Time, we will promptly notify you as to whether we have determined to assert the condition and terminate the Offer, or waive the condition and continue the Offer.”

Security Ownership of Certain Beneficial Owners and Management

The “Security Ownership of Certain Beneficial Owners and Management” subsection of “Section 10. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase is amended and restated to read as follows:

“Security Ownership of Certain Beneficial Owners and Management. The following table sets forth information with respect to the beneficial ownership of the shares of our Class A Common Stock and Class B Common Stock as of the date of this Offer to Purchase by each of our directors and executive officers, by all of our directors and executive officers as a group, and by each person who owns (to our knowledge and based on the most current Schedule 13Ds and 13Gs, as applicable, filed with the SEC with respect to each such person) more than 5% of the outstanding shares of our Class A Common Stock or Class B Common Stock. Beneficial ownership, which is determined in accordance with the rules and regulations of the SEC, means the sole or shared power to vote or direct the voting, or to dispose or direct the disposition, of the applicable shares. Except as otherwise indicated, we believe that each person identified in the table possesses sole voting and investment power over all shares shown as beneficially owned by the person.


Name of Beneficial Owner	Notes			Class A Common Stock Ownership		Class B Common Stock Ownership		Percent of Class A Common Stock			Percent of Class B Common Stock
Levan BFC Stock Partners LP		(1,2,3,6	)		—		336,915		2.9	%		8.7	%
Levan Partners LLC		(2,3,6	)		986,197		—		8.7	%		0.0	%
Alan B. Levan		(1,2,3,4,5,6,7	)		1,874,662		3,710,014		37.2	%		96.3	%
John E. Abdo		(1,2,3,5	)		1,201,891		1,495,311		21.1	%		38.8	%
Jarett S. Levan		(1,2,3,6,7	)		394,013		677,965		10.9	%		26.3	%
Seth M. Wise		(1,2,3,7,8	)		431,777		335,157		6.6	%		8.7	%
Marcia Barry-Smith		(2	)		—		—		0.0	%		0.0	%
Norman H. Becker		(2	)		1,204		—		*			0.0	%
Andrew R. Cagnetta, Jr.		(2	)		1,000		—		*			0.0	%
Steven M. Coldren		(2	)		1,893		—		*			0.0	%
Gregory A. Haile		(2	)		—		—		0.0	%		0.0	%
Willis N. Holcombe		(2	)		—		—		0.0	%		0.0	%
Anthony P. Segreto		(2	)		—		—		0.0	%		0.0	%
Neil Sterling		(2	)		—		—		0.0	%		0.0	%
Brett Sheppard		(2	)		53,037		—		*			0.0	%
Dr. Herbert A. Wertheim		(1,9	)		793,632		83,290		7.7	%		2.2	%
Mink Brook Capital GP LLC		(10	)		813,697		—		7.2	%		0.0	%
All directors and executive officers as a group (13 persons)		(1,2,3,6,7,8	)		3,959,477		3,710,014		50.9	%		96.3	%

*	Less than one percent of class.

(1)

Shares of our Class B Common Stock (other than restricted shares that are subject to vesting) are convertible on a share-for-share basis into shares of our Class A Common Stock at any time in the beneficial owner’s discretion. The number of shares of our Class B Common Stock held by each beneficial owner and convertible within 60 days into shares of our Class A Common Stock is not separately included in the “Class A Common Stock Ownership” column but is included for the purpose of calculating the percent of Class A Common Stock held by each beneficial owner.

(2)	Mailing address is 201 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.

(3)

The Company may be deemed to be controlled by Messrs. Alan Levan, Abdo, Jarett Levan and Wise, who collectively may be deemed to have an aggregate beneficial ownership of shares of our Class A Common Stock and Class B Common Stock representing approximately 82.7% of the total voting power of our Common Stock.

(4)

Mr. Alan Levan’s beneficial holdings include the 986,197 shares of our Class A Common Stock owned by Levan Partners LLC and the 336,915 shares of our Class B Common Stock owned by Levan BFC Stock Partners LP. Mr. Alan Levan’s beneficial holdings also include 2,341 shares of our Class A Common Stock and 240 shares of our Class B Common Stock held of record by his wife, 7,344 shares of our Class A Common Stock held through trusts for the benefit of his children and 78,700 shares of our Class A Common Stock held by the Susie and Alan B. Levan Family Foundation. In addition, Mr. Alan Levan’s beneficial holdings of our Class B Common Stock include the shares of our Class B Common Stock held by Mr. Abdo, Mr. Jarett Levan and Mr. Wise, as described below.

(5)

Mr. Alan Levan and Mr. Abdo are parties to an agreement pursuant to which Mr. Abdo has granted to Mr. Alan Levan a proxy to vote the shares of our Class B Common Stock that Mr. Abdo beneficially owns. As a result, the shares of our Class B Common Stock beneficially owned by Mr. Abdo are included in Mr. Alan Levan’s beneficial holdings in the table. Mr. Abdo has also agreed not to sell any of his shares of our Class B Common Stock without first converting those shares into shares of our Class A Common Stock. Pursuant to the agreement, Mr. Alan Levan and Mr. Abdo have also agreed to vote their shares of our Class B Common Stock in favor of the election of the other to our Board of Directors for so long as they are willing and able to serve as directors. The agreement also provides for Mr. Jarett Levan to succeed to Mr. Alan Levan’s rights under the agreement in the event of Mr. Alan Levan’s death or disability.

(6)

Mr. Alan Levan and Mr. Jarett Levan are parties to an agreement pursuant to which Mr. Jarett Levan has agreed to vote the shares of our Class B Common Stock that he owns or otherwise has the right to vote in the same manner as Mr. Alan Levan votes his shares of our Class B Common Stock. As a result, the shares of our Class B Common Stock beneficially owned by Mr. Jarett Levan are included in Mr. Alan Levan’s beneficial holdings in the table. Mr. Jarett Levan has also agreed, subject to certain exceptions, not to transfer certain of his shares of our Class B Common Stock and to obtain the consent of Mr. Alan Levan prior to the conversion of his shares of our Class B Common Stock into shares of our Class A Common Stock if the effect of such conversion or sale would reduce his ownership of our Class B Common Stock below a specified number of shares. Pursuant to the agreement, Mr. Alan Levan and Mr. Jarett Levan have also agreed to vote their shares of our Class B Common Stock in favor of the election of the other to our Board of Directors for so long as they are willing and able to serve as directors.

(7)

Mr. Jarett Levan and Mr. Wise are parties to an agreement pursuant to which Mr. Wise has agreed to vote the shares of our Class B Common Stock that he owns or otherwise has the right to vote in the same manner as Mr. Jarett Levan’s shares of our Class B Common Stock are voted. As a result of this agreement and the above-described agreement between Mr. Alan Levan and Mr. Jarett Levan, the shares of our Class B Common Stock beneficially owned by Mr. Wise are included in Mr. Alan Levan’s beneficial holdings in the table. Mr. Wise has also agreed, subject to certain exceptions, not to transfer certain of his shares of our Class B Common Stock or convert such shares of Class B Common Stock into shares of our Class A Common Stock, in each case, without first offering Mr. Jarett Levan the right to purchase such shares. Pursuant to the agreement, Mr. Jarett Levan and Mr. Wise have also agreed to vote their shares of our Class B Common Stock in favor of the election of the other to our Board of Directors for so long as they are willing and able to serve as directors.

(8)	Mr. Wise’s holdings of our Class A Common Stock include 50 shares held in his spouse’s IRA which he may be deemed to beneficially own.

(9)

Dr. Wertheim’s ownership was reported in a Rebuttal of Control Agreement filed on December 20, 1996 with the Office of Thrift Supervision (as adjusted for stock splits since the date of filing). The Rebuttal of Control Agreement indicated that Dr. Wertheim had no intention to directly or indirectly manage or control the Company. Dr. Wertheim’s mailing address, as reported by him, is 191 Leucadendra Drive, Coral Gables, Florida 33156.

(10)

Based on the Schedule 13G/A (Amendment No. 1) filed jointly with the SEC on January 17, 2023 by Mink Brook Partners LP, Mink Brook Opportunity Fund LP, Mink Brook Capital GP LLC and William Mueller. The Schedule 13G/A reports that (i) Mink Brook Partners LP owns and has shared voting and investment power over 408,450 shares of Class A Common Stock, (ii) Mink Brook Opportunity Fund LP owns and has shared voting and investment power over 405,247 shares of Class A Common Stock and (iii) each of William Mueller and Mink Brook Capital GP LLC may be deemed to have shared voting and investment power over all of the shares held by Mink Brook Partners LP and Mink Brook Opportunity Fund LP.”

Miscellaneous

The second paragraph of “Section 16. Miscellaneous” of the Offer to Purchase is amended and restated to read as follows:

“This Offer to Purchase and accompanying Letter of Transmittal do not constitute an offer to purchase securities in any jurisdiction in which such offer is not or would not be permitted. We are not aware of any U.S. state where the making of the Offer is not in compliance with applicable law. If we become aware of any U.S. state where the making of the Offer is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law, however, we will, if the Offer is completed and subject to the terms and conditions hereof, accept duly tendered shares from all shareholders regardless of where the shareholder is located.”

Item 12. Exhibits.

The above-referenced agreements between Alan B. Levan and John E. Abdo, Alan B. Levan and Jarett S. Levan, and Jarett S. Levan and Seth M. Wise are added to the exhibits to the Schedule TO and are filed herewith as exhibits (d)(7), (d)(8) and (d)(9), respectively. The exhibit list, as so revised, is set forth in full below.


(a)(1)(A)		Offer to Purchase, dated November 20, 2023*

(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 15, 2023 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the Securities and Exchange Commission on November 15, 2023)*

(b)		None

(d)(1)		BBX Capital, Inc. 2021 Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2022)*

(d)(2)		Employment Agreement between the Company and Alan B. Levan (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 May 21, 2021 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2022)*

(d)(3)		Employment Agreement between the Company and John E. Abdo (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2022)*

(d)(4)		Employment Agreement between the Company and Jarett S. Levan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2022)*

(d)(5)		Employment Agreement between the Company and Seth M. Wise (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2022)*


(d)(6)		Employment Agreement between the Company and Brett Sheppard (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2022)*

(d)(7)		Agreement between Alan B. Levan and John E. Abdo

(d)(8)		Agreement between Alan B. Levan and Jarett S. Levan

(d)(9)		Agreement between Jarett S. Levan and Seth M. Wise

(g)		None

(h)		None

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.

Date: December 6, 2023


BBX CAPITAL, INC.

By:		/s/ Brett Sheppard
Name: Brett Sheppard
Title: Chief Financial Officer

Exhibit (d)(7)

AGREEMENT

THIS AGREEMENT (this “Agreement”) is entered into this 10^th day of December, 2018 between Alan B. Levan (“Levan) and John E. Abdo, both individually and as Trustee under the Trust Agreement dated March 15, 1976 (collectively “Abdo”).

RECITALS

WHEREAS, the parties previously entered into a Memorandum dated June 14, 2002, a Letter Agreement dated December 30, 2013 and a Memorandum dated September 26, 2014 (collectively referred to as the “Prior Agreements”) relating to the transfer and voting of shares of the Class B Common Stock of BBX Capital Corporation, formerly known as BFC Financial Corporation (the “Company”) beneficially owned by us or our affiliates;

WHEREAS, the parties wish to terminate and treat as void the Prior Agreements; and

WHEREAS, the parties wish to provide for the voting of the BBX Capital Class B Common Stock, including RSAs and including any shares issued in exchange for or based on the ownership of such shares (the “Class B Shares”), on matters relating to the election of Levan and Abdo or their designees to the Board of Directors.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties agree as follows:

AGREEMENT

1. Voting of Shares and Proxy. The parties agree that as long as Levan and Abdo each individually desire to serve as directors of BBX Capital Corporation or its successors (collectively, the “Company”), the Class B Shares beneficially owned by them or which they are entitled to vote shall be voted in favor of the election of Levan and Abdo as directors of the Company. In furtherance of the foregoing and the stability of the ongoing operation of the Company, Abdo hereby grants to Levan an irrevocable proxy to vote all Class B Shares beneficially owned by Abdo for so long as the Class B Shares are beneficially owned by Abdo, or his heirs, personal representatives, legal representatives, successors and assigns.

2. Death or Disability of Levan. Abdo agrees that unless otherwise provided by Levan in writing, in the event of Levan’s death or Disability (as defined), Jarett S. Levan automatically and without any other action will succeed to Levan’s rights and obligations hereunder and will be the successor to the irrevocable proxy granted to Levan hereunder. For purposes hereof “Disability” will be deemed to exist if Levan is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, or (ii) is finally determined by a court of competent jurisdiction to be unable to manage his own personal financial affairs due to a physical or mental condition.

3. Release of Proxy Upon Conversion of Class B Shares. Nothing herein shall be deemed to limit or restrict in any way Abdo’s right to convert the Class B Shares into BBX Class A Common Stock (or any other Class A securities into which the Class B Shares are convertible) and following such conversion, the proxy granted hereunder shall terminate and any and all restrictions on the sale, transfer of ownership or voting of such shares shall cease.

4. Parties in Interest. All covenants and agreements contained in this Agreement by or on behalf of each party shall bind and inure to the benefit of the respective heirs, personal representatives, legal representatives, successors and assigns of such party whether so expressed or not.

5. Term. The proxy by Abdo granted hereunder shall terminate on the date on which Abdo no longer owns any Class B Shares, provided that notwithstanding such termination, Levan shall vote any Class B shares voted by him in favor of Abdo’s election to the Board of Directors.

6. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly received: (a) on the date given if delivered personally; (b) two days after being sent by internationally recognized overnight delivery service; or (c) five days after having been mailed by registered or certified mail (postage prepaid, return receipt requested); in the case of each of the foregoing, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):


If to Levan		Alan B. Levan
		401 East Las Olas Boulevard, Suite 800
		Fort Lauderdale, Florida 33301

If to Abdo		John E. Abdo
		1350 NE 56^th Street, Suite 200
		Fort Lauderdale, Florida 33334

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida for all purposes and in all respects, without regard to the conflict of law provisions of such state.

8. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof. All Prior Agreements are hereby terminated and have no further force or effect.

9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or .pdf signatures.

10. Amendments and Waivers. This Agreement may be amended or modified, in whole or in part, at any time only by a writing signed by Abdo and Levan. Any term, condition or provision of this Agreement may be waived in writing at any time by the party which is entitled to the benefits thereof. Any waiver by any party hereto of any of its rights or remedies under this Agreement shall not constitute a waiver of any of its other rights or remedies hereunder.

11. Severability. If any term or provision of this Agreement is finally deemed by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the matters contemplated hereby is not affected in any manner materially adverse to any party.

12. Independent Representation. Each party acknowledges and represents that they or he have been advised to seek independent legal counsel in connection with the negotiation, preparation, review and execution of this Agreement.

[ SIGNATURE PAGE FOLLOWS ]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first above written.

/s/ Alan B. Levan

/s/ John E. Abdo

Alan B. Levan,

Individually

John E. Abdo,

Individually and as Trustee under the Trust Agreement dated March 15, 1976 for the benefit of John E. Abdo

October 22, 2020

Mr. John E. Abdo

1350 NE 56^th Street, Suite 200

Fort Lauderdale, FL 33334

Dear Jack:

Having consummated the spin-off of BBX Capital, Inc. and changed the name of BBX Capital Corporation to Bluegreen Vacations Holding Corporation, for the avoidance of doubt, I wanted to formally document that the Agreement dated December 10, 2018 between me and you, Individually and as Trustee under the Trust Agreement, dated March 15, 1976, remains in full force and effect and is applicable to the Class B Common Stock of both BBX Capital, Inc. and Bluegreen Vacations Holding Corporation.

As always, many thanks for helping us to document this.

Sincerely,

/s/ Alan B. Levan

Agreed and Acknowledged

This 22^nd day of October, 2020

/s/ John E. Abdo

John E. Abdo, Individually as Trustee under the Trust Agreement dated March 15, 1976 for the benefit of John E. Abdo

Exhibit (d)(8)

September 15, 2014

MEMORANDUM

This Memorandum will confirm the agreement of Alan Levan (“A. Levan”) and Jarett Levan (“J. Levan”) relating to the transfer and voting of their shares of the capital stock of BFC Financial Corporation (“BFC”). Schedule A indicates the shares of BFC’s Class A and Class B Common Stock currently beneficially owned or otherwise controlled by A. Levan and J. Levan.

This Memorandum documents our agreement as follows:

Until A. Levan’s death, J. Levan agrees to vote all of the Class B Common Stock directly or indirectly beneficially owned by him or which otherwise are subject to his control in the same manner that A. Levan votes the shares of Class B Common Stock he holds or controls. Further, for as long as A. Levan and J. Levan each individually desire to serve as directors of BFC, all shares of Class B Common Stock beneficially owned or controlled by A. Levan and J. Levan will be voted in favor of A. Levan’s and J. Levan’s election to BFC’s Board of Directors. Upon A. Levan’s request, J. Levan will grant A. Levan a proxy to vote all of the shares of Class B Common Stock that are from time to time, directly or indirectly, beneficially owned or otherwise controlled by him.

The restrictions on voting and the proxy that J. Levan is granting to A. Levan in this Memorandum will apply to all of J. Levan’s shares of Class B Common Stock whether now or hereafter beneficially owned or controlled by him.

Notwithstanding anything to the contrary, J. Levan may not transfer the ownership or control of the shares of Class B Common Stock owned or controlled by him, or otherwise transfer the right to vote such shares, except (i) to family members of J. Levan or to a trust for the benefit of such family members in connection with estate planning or (ii) to J. Levan’s estate or its beneficiaries; provided, however, in each case the transferee shall upon any such transfer be deemed to be bound hereby and treated for all purposes as J. Levan hereunder.

3.1

Further, until the death of A. Levan, J. Levan will not sell, transfer or convert into shares of Class A Common Stock the shares of Class B Common Stock directly or indirectly beneficially owned or controlled by him without the prior written approval of A. Levan if the affect of such sale or conversion would reduce his ownership of Class B Common Stock below 600,000 shares of Class B Common Stock.

Upon request, the parties will deliver their shares of Class B Common Stock to BFC so that an appropriate legend regarding this Memorandum may be placed on them, and J. Levan agrees that any certificate representing shares of Class B Common Stock that he may from time to time acquire will also bear an appropriate legend regarding this Memorandum. The enforceability of this Memorandum and the proxy granted hereby will not be affected by the fact that the certificates have not been delivered as provided for herein or that the certificates may not bear any legend with respect to the provisions of this Memorandum.

This Memorandum does not restrict in any way the transfer of any shares of Class A Common Stock that J. Levan may now or hereafter own or control, including shares acquired upon a permitted conversion of Class B Common Stock and nothing herein restricts in any way the transfer of any shares of BFC Class A Common Stock or BFC Class B Common Stock owned or controlled by A. Levan.

A. Levan and J. Levan each agree that they would each suffer irreparable harm if the provisions of this Memorandum were not enforced in accordance with their terms. Accordingly, they each agree that, in addition to any other remedy to which they be entitled, they will be entitled to injunctive relief to prevent or enjoin a breach of the provisions of this agreement and to specifically enforce its terms. If any provision of this Memorandum is held to be invalid or unenforceable, it will not in any way affect or render invalid or unenforceable any other provision of this agreement.

Accepted and agreed as of September 15, 2014.


/s/ Jarett Levan
Jarett Levan

/s/ Alan B. Levan
Alan B. Levan

AGREEMENT

THIS AGREEMENT (this “Agreement”) is entered into as of this 31^st day of October, 2018 (the “Effective Date”), by and among Alan B. Levan, a natural person (“ABL”). Florida Partners Corporation, a Florida corporation (“Florida Partners”). Levan BFC Stock Partners LP, a Delaware limited partnership (“BFC Stock Partners”). Levan Partners, LLC, a Florida limited liability company (“Levan Partners” and collectively with ABL, Florida Partners and BFC Stock Partners, the “Grantors”), and Jarett S. Levan, a natural person (“JSL”).

RECITALS

WHEREAS, ABL is the Chairman and Chief Executive Officer of BBX Capital Corporation, a Florida Corporation (“BBX Capital”), formerly known as BFC Financial Corporation;

WHEREAS, ABL may be deemed to control Florida Partners, Levan Partners and Levan BFC Stock Partners;

WHEREAS, ABL is the father of JSL;

WHEREAS, certain of the Grantors and JSL are parties to that certain Stock Option Agreement, dated as of November 2, 2013 (the “Stock Option Agreement”), and all other parties to the Stock Option Agreement have been dissolved;

WHEREAS, the parties desire to terminate the Stock Option Agreement; and

WHEREAS, by Memorandum dated September 15, 2014 (the “Memorandum”) entered into by ABL and JSL, JSL, among other things, granted ABL a proxy to vote all of the shares of BBX Capital’s Class B Common Stock, $0.01 par value per share (“BBX Capital Class B Common Stock”) directly or indirectly beneficially owned or otherwise controlled by him by way of a proxy or otherwise, and ABL and JSL wish to amend the Memorandum as set forth herein for the voting of shares of BBX Capital Class B Common Stock and other Class B Shares (as hereinafter defined) beneficially owned or controlled by them and for the disposition of the Class B Shares in certain events.

NOW, THEREFORE, in consideration of and subject to the mutual agreements, terms and conditions herein contained, the parties hereby agree as follows:

1. Termination of Stock Option Agreement. The Stock Option Agreement is hereby terminated and is of no further force or effect.

2. Amendment and Effectiveness of Memorandum. Section 3.1 of the Memorandum is hereby amended to increase the minimum number of BBX Capital Class B Common Stock shares required to be owned by JSL to 1,000,000 shares. ABL and JSL agree that the Memorandum shall be and hereby is amended only as expressly set forth herein and, subject to such amendments, shall remain in full force and effect. In the event of a conflict between the provisions of the Memorandum and the provisions of this Agreement, the provisions of this Agreement shall control with respect to such conflict.

3. Death or Disability of ABL. By the execution of this Agreement, effective upon the death or Disability (as hereinafter defined) of ABL, each Grantor hereby appoints and constitutes JSL as the proxy of such Grantor to vote or direct the voting of any shares of BBX Capital Class B Common Stock including ABL’s RSAs of Class B Common Stock entitled to vote or any shares issued based on the ownership or in exchange for such BBX Capital Class B Common Stock (the “Class B Shares”) held by such Grantor. For the avoidance of doubt, the proxy granted pursuant to this Section 3 shall not be deemed to confer any rights or powers on or to JSL with respect to the Class B Shares held by the Grantors other than the power to vote or direct the voting of such shares following ABL’s death or Disability; it being expressly understood that nothing herein shall limit or restrict in any way the conversion and sale of such shares at any time. The Grantors may at any time in their sole discretion convert the shares of BBX Capital Class B Common Stock into shares of BBX Capital’s Class A Common Stock and sell such shares. Grantors shall not sell Class B Shares without first converting the shares to BBX Class A Common Stock. Notwithstanding anything herein to the contrary, the parties agree and acknowledge that JSL may serve as executor of ABL’s estate and as Trustee of Trusts established as part of ABL’s estate planning and take such actions as necessary to meet his responsibilities in such capacities.

4. Covenants. Upon the death of ABL, if Bluegreen Vacations Corporation or its successors (“Bluegreen”) is owned directly or indirectly in whole or in part by BBX Capital, JSL as a shareholder of BBX Capital and as holder of any proxy granted to him herein, shall use his best efforts to cause BBX Capital to sell all or substantially all of BBX Capital’s interest in Bluegreen and to cause the proceeds of such transaction to be distributed to the shareholders of BBX Capital, all in a tax efficient manner to the extent reasonably possible.

5. Disability. For purposes of this Agreement, a “Disability” will be deemed to exist if ABL (i) does not have the capacity to make decisions as the holder of Class B Common Stock based on a medically determinable physical or mental impairment, or (ii) is finally determined by a court of competent jurisdiction to be unable to manage his own personal and financial affairs due to a physical or mental condition.

6. ABL Authority. Each of Levan Partners, Florida Partners and BFC Stock Partners hereby grants to ABL the power and authority to act on its behalf with respect to all matters related to this Agreement and the transactions contemplated hereby, including, without limitation, the authority to terminate this Agreement on behalf of all of the Grantors and the authority to agree to and execute amendments, addendums and other modifications to this Agreement on behalf of all of the Grantors.

7. Termination. This Agreement may be terminated by ABL, on behalf of himself and any or all of the other Grantors in accordance with the authority granted to him pursuant to this Agreement by delivering written notice of such termination to JSL, at which time this Agreement shall immediately be deemed terminated without any further action by any party hereto. JSL agrees that until ABL’s death, this Agreement may be terminated, in whole or in part, by ABL, but any such termination shall not reinstate previously terminated agreements or previous amendments to existing agreements except as specifically provided in such termination.

8. Parties in Interest. All covenants and agreements contained in this Agreement by or on behalf of each party shall bind and inure to the benefit of the respective heirs, personal representatives, legal representatives, successors and permitted assigns of such party whether so expressed or not; provided, however, that other than transfers by operation of law, no party may assign, in whole or in part, this Agreement or any right or obligation hereunder, without the prior written consent of ABL.

9. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly received by the parties at the following addresses (or at such other address for a party as shall be specified by like notice):


If to ABL or any other Grantor:		Alan B. Levan 401 East Las Olas Boulevard, Suite 800 Fort Lauderdale, Florida 33301

If to the Grantee:		Jarett S. Levan 401 East Las Olas Boulevard, Suite 800 Fort Lauderdale, Florida 33301

10. Severability. If any term or provision of this Agreement is finally deemed by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the matters contemplated hereby is not affected in any manner materially adverse to any party.

11. Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement.

12. Counterparts. This Agreement may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

13. Independent Representation. The Grantors, on the one hand, and JSL, on the other hand, each acknowledges and represents that they or he has been advised to seek, and has had the time and opportunity to seek, independent legal counsel in connection with the negotiation, preparation, review and execution of this Agreement.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the conflict of law provisions thereof. The parties agree that this Agreement, including Section 3, shall be deemed a shareholders’ agreement in accordance with §607.0731 of the Florida Business Corporation Act.

[ SIGNATURE PAGE FOLLOWS ]

IN WITNESS WHEREOF, each of the parties has executed or caused this Agreement to be duly executed as of the date first above written.


Levan Partners, LLC
a Florida limited liability company

By:		/s/ Alan B. Levan
Name:		Alan B. Levan
Title:		President

Florida Partners Corporation,
a Florida corporation

By:		/s/ Alan B. Levan
Name:		Alan B. Levan
Title:		President

Levan BFC Stock Partners LP,

a Delaware limited partnership

By: Levan Management LLC,

a Delaware limited liability company,

its General Partner


By:		/s/ Alan B. Levan
Name:		Alan B. Levan
Title:		President

November 2020

Mr. Jarett S. Levan

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, FL 33301

Dear Jarett:

Having consummated the spin-off of BBX Capital, Inc. and changed the name of BBX Capital Corporation to Bluegreen Vacations Holding Corporation, I wanted to formally document, for the avoidance of doubt, that the Agreement dated October 31, 2018 between you and me individually and on behalf of the Grantors as defined in the Agreement remains in full force and effect, and:

•

Is applicable to the Class B Common Stock of both BBX Capital, Inc. and Bluegreen Vacations Holding Corporation;

•

Section 2 of the Agreement related to your continued ownership of one million shares in both companies now relates to 200,000 shares as a result of the 5 for 1 reverse stock split which occurred earlier this year; and

•

Your obligation under Section 4 of the Agreement will apply to the sale of both Bluegreen and Bluegreen Vacations Holding Corporation.

Many thanks for your help in documenting our understanding.

Sincerely,

/s/ Alan B. Levan

Agreed and Acknowledged

/s/ Jarett S. Levan

Amendment

This Amendment is entered into as of the 5^th day of June, 2023 by and among Alan B. Levan, a natural person (“ABL”), Jarett S. Levan, a natural person (“JSL”), Levan Partners, LLC, a Florida limited liability company (“Levan Partners”) and BFC Stock Partners, a Delaware limited partnership (“Stock Partners”);

WHEREAS, the parties were previously parties to that certain Agreement dated October 31, 2018 (the “2018 Agreement”);

WHEREAS, the 2018 Agreement related to the ownership and voting of shares of BBX Capital Corporation (“BBX Corporation”);

WHEREAS, in September 2020, BBX Corporation effected a spin-off of BBX Capital, Inc. (“BBX, Inc.”) which held, among other things, BBX Real Estate, BBX Sweet Holdings (including IT’Sugar) and Renin Holdings, LLC. BBX Corporation following the spin-off continued to hold Bluegreen Vacations Corporation and changed its name to Bluegreen Vacations Holding Corporation (“Bluegreen Holding”);

WHEREAS, in connection with the spin-off the parties agreed, among other things pursuant to a separate letter agreement dated November 2020 (the “Letter Agreement”), that references in the 2018 Agreement to the Class B Common Stock of BBX Corporation thereafter would be deemed references to the Class B Common Stock of BBX, Inc. and the Class B Common Stock of Bluegreen Holding;

WHEREAS, the 2018 Agreement provided that the Agreement could be terminated in whole or in part by ABL at any time prior to his death on behalf of all parties to the 2018 Agreement except JSL; and

WHEREAS, the parties hereto wish to amend the 2018 Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the sufficiency of which is hereby acknowledge, the parties agree as follows:

1. Going forward, Section 7 of the 2018 Agreement relating to ABL’s unilateral right to terminate the 2018 Agreement on behalf of himself and the other parties to the Agreement except JSL shall no longer apply to any termination relating to BBX Inc. in which case termination shall be effective only if termination was mutually agreed to by all parties, including JSL.

2. The terms of the 2018 Agreement and the Letter Agreement otherwise shall remain in effect and for the avoidance of doubt, the unilateral termination right of ABL under Section 7 relating to Bluegreen Holding shall continue in effect as written.

IN WITNESS WHEREOF, each of the parties has executed or caused the Agreement to be executed as of the date first written above.


Alan B. Levan		Jarett S. Levan

By:	/s/ Alan B. Levan	By:	/s/ Jarett S. Levan
	Alan B. Levan		Jarett S. Levan

Levan Partners, LLC

By:	/s/ Alan B. Levan
	Alan B. Levan
		BFC Stock Partners, LP

		By: Levan Management, LLC
			Its General Partner

		By:	/s/ Alan B. Levan
			Alan Levan, President

Exhibit (d)(9)

October 1, 2014

MEMORANDUM

This Memorandum will confirm the agreement of Jarett Levan (“Mr. Levan”) and Seth Wise (“Mr. Wise”) concerning certain matters relating to the transfer and voting of shares of the capital stock of BFC Financial Corporation (“BFC”). Schedule A indicates the shares of BFC’s Class A and Class B Common Stock currently beneficially owned or otherwise controlled by Mr. Levan and Mr. Wise.

This Memorandum documents the parties’ agreement as follows:

Mr. Wise agrees to vote all of the Class B Common Stock directly or indirectly beneficially owned by him or which otherwise are subject to his control in the same manner that Mr. Levan votes the shares of Class B Common Stock he holds or controls. Mr. Wise agrees and acknowledges that Mr. Levan has an agreement with Alan Levan pursuant to which Mr. Levan has agreed to vote all shares of Class 13 Common Stock beneficially owned or otherwise controlled by him in the same manner as Alan Levan votes his shares of Class B Common Stock.

1.1

Further, for as long as Mr. Levan and Mr. Wise each individually desire to serve as directors of BFC, all shares of Class B Common Stock beneficially owned or controlled by either will be voted in favor of Mr. Wise and Mr. Levan’s election to BFC’s Board of Directors. In furtherance of the foregoing, by executing this Memorandum, Mr. Wise hereby grants Mr. Levan an irrevocable proxy to vote all of the shares of Class B Common Stock that are from time to time, directly or indirectly, beneficially owned or otherwise controlled by Mr. Wise.

The restrictions on voting and the proxy that Mr. Wise is granting to Mr. Levan in this Memorandum will apply to all of Mr. Wise’s shares of Class B Common Stock whether now or hereafter beneficially owned or controlled.

Mr. Wise may not transfer or permit the transfer of the ownership or control of the shares of Class B Common Stock held by him except (1) to family members of Mr. Wise or to a trust for the benefit of such family members in connection with estate planning, (ii) to Mr. Wise’s estate or its beneficiaries or (iii) upon a conversion of the shares of Class B Common Stock into Class A Common Stock and subsequent sale of such shares of Class A Common Stock as permitted hereunder; provided, however, in the case of clauses (i) and (ii) the transferee shall upon any such transfer be deemed to be bound hereby and treated for all purposes as Mr. Wise hereunder. During the 20-year period commencing on the date hereof (the “Restricted Period”), Mr. Wise shall not convert or permit the conversion of the shares of Class B Common Stock directly or indirectly beneficially owned or controlled by him into shares of Class A Common Stock, provided that Mr. Wise may convert or permit the conversion of shares of Class B Common Stock directly or indirectly beneficially owned or controlled by Mr. Wise to the extent in excess of 250,000 shares (any such shares, the “Excess Class B Shares”) pursuant to the provisions of paragraph 4. The 250,000 shares of Class B Common subject to the transfer and conversion restrictions of this paragraph 3 are sometimes hereinafter referred to as the “Restricted Shares.” The transfer and conversion restrictions contained in this paragraph 3 with respect to the Restricted Shares may not, prior to the death of Alan B. Levan, be waived or released without the consent of Alan B. Levan, and Alan B. Levan shall be deemed a third party beneficiary of this Memorandum for such purpose.

At any time, Mr. Wise shall be free to convert or permit the conversion of any or all of the Excess Class B Shares into Class A Common Stock and to sell the shares of Class A Common Stock received upon conversion from time to time, subject to and provided that Mr. Wise first offers to sell all such Excess Class B Shares to Mr. Levan in accordance with the provisions of this paragraph 4 (including subparagraphs 4.1 through 4.8 below). Following the Restricted Period, Mr. Wise shall be free to convert or permit the conversion of any or all of the Restricted Shares into Class A Common Stock and to sell the shares of Class A Common Stock received upon conversion from time to time, subject to and provided that Mr. Wise first offers to sell all such Restricted Shares to Mr. Levan in accordance with the provisions of this paragraph 4 (including subparagraphs 4.1 through 4.8 below).

4.1

The offer for sale of the shares as contemplated by the previous paragraph, whether Excess Class B Shares or Restricted Shares, shall be at a price per share equal to the average closing price of the Class A Common Stock for the 90 days prior to the applicable offer.

4.2

Such offer by Mr. Wise shall be made in writing and shall include:

(i)

the offer price and

(ii)

(a) in the case that the shares Mr. Wise desires to convert are Excess Class B Shares, notice that the purchase price for the Excess Class B Shares desired to be purchased by Mr. Levan, if any, and any documentation necessary to consummate such purchase shall be delivered to Mr. Wise within 45 days, or (b) in the case that the shares Mr. Wise desires to convert are Restricted Shares, notice that a statement of intention is to be delivered within 45 days.

4.3

Within 45 days after the delivery of a written offer with respect to the sale of Excess Class B Shares (the “Purchase Right Period”), Mr. Levan shall deliver to Mr. Wise the purchase price for the Excess Class B Shares desired to be purchased by Mr. Levan, if any, and any documentation necessary to consummate such purchase. Subject to delivery of the purchased Excess Class B Shares to Mr. Levan, Mr. Wise shall thereafter be free to convert any Excess Class B Shares subject to the written offer and not purchased by Mr. Levan into Class A Common Stock and to sell such shares of Class A Common Stock.

4.4

Within 45 days after the delivery of a written offer with respect to the sale of Restricted Shares, Mr. Levan shall deliver to Mr. Wise a written statement of intention (the “Written Statement of Intention”).

4.5

If the Written Statement of Intention indicates that Mr. Levan does not wish to purchase such Restricted Shares, Mr. Wise shall thereafter be free to convert such Restricted Shares which Mr. Levan has not indicated his intention to purchase into Class A Common Stock and to sell such shares of Class A Common Stock received upon conversion.

4.6

If the Written Statement of Intention indicates that Mr. Levan is interested in pursuing a purchase of any of the Restricted Shares, then Mr. Levan shall have 12 months from the date the written offer to sell was delivered to Mr. Levan during which to purchase the Restricted Shares pursuant to the offer.

4.7

The Written Statement of Intention shall only be deemed a non-binding statement of intent and shall give rise to no liability or obligation on the part of Mr. Levan in the event any or all of such Restricted Shares are not ultimately purchased.

4.8

If within the 12 month period referenced in subparagraph 4.6 Mr. Levan does not purchase the Restricted Shares subject to the written offer which Mr. Levan has indicated his intention to purchase (other than as a result of the failure of Mr. Wise to sell such shares upon tender of the purchase price and delivery by Mr. Levan of any necessary purchase documentation), Mr. Wise shall be free to convert such shares and to sell the Class A Common Stock received upon conversion thereof.

Upon request, Mr. Wise will deliver his shares of Class B Common Stock to BFC so that an appropriate legend regarding this Memorandum may be placed on them, and Mr. Wise agrees that any certificate representing shares of Class B Common Stock that he may from time to time acquire will also bear an appropriate legend regarding this Memorandum. The enforceability of this Memorandum and the proxy granted hereby will not be affected by the fact that the certificates have not been delivered as provided for herein or that the certificates may not bear any legend with respect to the provisions of this Memorandum.

This Memorandum does not restrict in any way the transfer or voting of any shares of Class A Common Stock that either Mr. Wise or Mr. Levan may now or hereafter own or control, including shares acquired upon a permitted conversion of Class B Common Stock.

Mr. Wise and Mr. Levan each agree that they would each suffer irreparable harm if the provisions of this Memorandum were not enforced in accordance with their terms. Accordingly, they each agree that, in addition to any other remedy to which they be entitled, they will be entitled to injunctive relief to prevent or enjoin a breach of the provisions of this agreement and to specifically enforce its terms. If any provision of this Memorandum is held to be invalid or unenforceable, it will not in any way affect or render invalid or unenforceable any other provision of this agreement.

Notwithstanding anything to the contrary herein, Mr. Levan may upon written notice to Mr. Wise, terminate this Memorandum and thereafter both parties will be released from any duties, responsibilities or liability hereunder.

Accepted and agreed as of October 1, 2014.


/s/ Seth Wise
Seth Wise

/s/ Jarett Levan
Jarett Levan

November 8, 2020

Mr. Seth Wise

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, FL 33301

Dear Seth:

Having consummated the spin-off of BBX Capital, Inc. and changed the name of BBX Capital Corporation to Bluegreen Vacations Holding Corporation, for the avoidance of doubt, I wanted to formally document that our Memorandum Agreement dated October 1, 2014 is applicable to the Class B Common Stock of both BBX Capital, Inc. and Bluegreen Vacations Holding Corporation. Further, as you have resigned from and are no longer a Director of Bluegreen Vacations Holding Corporation, this is to confirm that I am released from any obligation to vote the Class B Shares beneficially owned by me in favor of your election to the Board of Bluegreen Vacations Holding Corporation, but will remain subject to my obligation to vote all such shares of Class B Common Stock in favor of your election to the Board of BBX Capital, Inc. Other than with respect to the election to the Bluegreen Vacations Holding Corporation Board, the Memorandum will remain in full force and effect.

As always, many thanks for helping us to document this.

Sincerely,

/s/ Jarett Levan

Agreed and Acknowledged

This 17^th day of November, 2020.

/s/ Seth Wise

Bbx Capital (PK) (USOTC:BBXIB)
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