Bluegreen Vacations to be Acquired by Hilton Grand Vacations

Bluegreen Vacations Holding Corporation (NYSE: BVH) (OTCQX: BVHBB) or “Bluegreen Vacations” announced November 6th, 2023 that it has entered into a definitive agreement to be acquired by Hilton Grand Vacations Inc. (NYSE: HGV) (“HGV”) for a total enterprise value of approximately $1.5 billion.

Under the terms of the merger agreement, Bluegreen Vacation’s stockholders will receive $75.00 in cash for each share of the Company’s Class A Common Stock and Class B Common Stock that they hold at the time of closing of the merger. The all cash transaction is inclusive of net debt.

In the 1970’s, Alan B. Levan founded the predecessor to Bluegreen Vacations Holding Corporation, and it has been a diversified holding company for over 50 years. During that time, it previously held controlling interests in IRE Financial Corporation (former NYSE) (real estate funds), Bank Atlantic (former NYSE) (100-branch bank), Levitt Corporation (former NYSE) (America’s oldest homebuilder), BBX Capital Corporation (Real Estate: multi-family housing, industrial, affordable housing; chocolate/confections; manufacturing) and more recently, became the holding company for Bluegreen Vacations in 2020. BBX Capital was spun out into a separate public company in 2020.

Alan Levan

With headquarters in Boca Raton, Florida located at the Boca Raton Innovation Campus, or “BRIC,” Bluegreen Vacations has become a well recognized leading vacation ownership company with 49 Club Resorts and 24 Associate Resorts. It proudly develops, markets, and operates a system of high-quality vacation ownership resorts in selected vacation destinations such as Orlando, Panama City Beach, Las Vegas, the Smoky Mountains, Myrtle Beach, Charleston, the Branson, Missouri area, Nashville and New Orleans, among others.

Alan Levan, the Company’s Chairman and Chief Executive Officer, said, “Today’s announcement represents another exciting chapter for Bluegreen Vacations. Combining with HGV will create an even more compelling vacation ownership offering, continuing to provide our owners and guests with enjoyable and unique experiences across a broader range of world-class destinations. I am extremely proud of the entire Bluegreen team for helping build Bluegreen into a leading vacation ownership company.”

Mark Wang

“I’m excited to enhance the breadth and quality of our already best-in-class vacation ownership and experiences offering with the announcement of our agreement to acquire Bluegreen Vacations,” said Mark Wang, president and CEO of Hilton Grand Vacations.

“Bluegreen Vacations has a strong track record of demonstrated organic growth, a dedicated customer base of more than 200,000 members, and boasts key lead-generating strategic partnerships that will broaden our reach and diversify our tour flow. Along with our long-standing relationship with Hilton, this highly complementary combination will also unlock additional upside by leveraging the infrastructure we have built over the past few years with the launch of the Hilton Vacation Club brand, our HGV Max membership offering, the HGV Ultimate Access experiential platform. I’m particularly excited about the opportunity to enter into a new relationship with Bass Pro Shops and its actively engaged, loyal community of outdoor enthusiasts. We’re confident that our members and guests will all significantly benefit from the combination of these exceptional organizations.”

Closing of the transaction is subject to the approval of the Company’s stockholders and other customary closing conditions, including regulatory approvals. Subject to the satisfaction of the closing conditions, the transaction is expected to close during the first half of 2024.

It is expected that HGV’s management team, including President and CEO Mark Wang, chief financial officer Dan Mathewes, and chief operating officer Gordon Gurnik, will continue to serve in their current roles in the combined company upon closing the transaction. The transaction is expected to increase HGV’s membership base from 525,000 to more than 740,000 owners and its resort portfolio from 150 to nearly 200 properties.

Credit Suisse Securities and Wells Fargo are acting as exclusive financial advisors to the Company, and Stearns, Weaver, Miller is acting as legal counsel. BofA Securities is acting as the exclusive financial advisor for HGV, and Alston & Bird LLP, Simpson Thacher & Bartlett LLP and Foley & Lardner LLP, are acting as legal counsel.