AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 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 (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, upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated November 9,
2022 (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.” This Amendment is being filed in connection with
(i) an amendment to the Offer to increase the offered purchase price from $22.17 per share to $25.00 per share, in each case, less any applicable withholding taxes and without interest, and (ii) an extension of the Offer from 5:00 p.m. New
York City time, on Friday, December 9, 2022 until 5:00 p.m., New York City time, on Friday, December 23, 2022 (unless further extended or earlier terminated).
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 9 and Item 11.
Amendments to the
Offer to Purchase, the Letter of Transmittal and Other Exhibits to the Schedule TO
1. The purchase price in the Offer has been increased from
$22.17 per share to $25.00 per share. Accordingly, references to the purchase price of $22.17 per share in the Offer to Purchase, the Letter of Transmittal, and the other exhibits to the Schedule TO are hereby amended and replaced with $25.00 per
share. Subject to the terms and conditions of the Offer, the Company will pay for shares purchased in the Offer at the new purchase price of $25.00 per share, in cash, less any applicable withholding taxes and without interest.
The new purchase price of $25.00 per share represents a 46.6% premium over the closing share price of the Company’s Class A Common Stock of $17.05
on November 2, 2022, the last trading day prior to the Company’s announcement of its intention to commence the Offer.
Any calculations in the
Offer to Purchase, the Letter of Transmittal, and the other exhibits to the Schedule TO based on the previous purchase price of $22.17 per share shall be deemed revised to reflect the new purchase price of $25.00 per share. Without limiting the
generality of the foregoing, the aggregate purchase price for the shares sought to be purchased in the Offer, together with all related fees and expenses, has increased from approximately $100 million to approximately $113 million.
2
