BBXIB Bbx Capital Inc (PK)

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. 2)

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 appropriate boxes to designate any transactions to which the statement relates:

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:

AMENDMENT NO. 2 TO SCHEDULE TO

This Amendment No. 2 to Tender Offer Statement on Schedule TO (this “Amendment”) 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, as amended by Amendment No. 1 thereto filed with the Commission on December 6, 2023 (the “Schedule TO”), relating 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, 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 (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 to amend and supplement the Items of the Schedule TO and the Offer to Purchase, in each case, as specifically set forth herein. 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 specifically provided herein.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following statement:

On December 21, 2023, the Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 p.m., New York City time, on Wednesday, December 20, 2023. A copy of the press release is filed as Exhibit (a)(5)(A) hereto and is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the press release referenced in Item 11 above as Exhibit (a)(5)(A). The exhibit list, as so amended, is set forth below.

2

3

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 21, 2023

4

Exhibit (a)(5)(A)

BBX Capital, Inc. Announces Preliminary Results of Tender Offer

FORT LAUDERDALE, Florida – December 21, 2023 — BBX Capital, Inc. (OTCQX: BBXIA) (PINK: BBXIB) (“BBX Capital” or the “Company”) announced today the preliminary results of its cash tender offer to purchase up to 500,000 shares of its Class A Common Stock at a purchase price of $8.00 per share. The tender offer expired at 5:00 P.M., Eastern time, on Wednesday, December 20, 2023.

Based on the preliminary count by Equiniti Trust Company, LLC, the Depositary for the tender offer, a total of 737,134 shares of BBX Capital’s Class A Common Stock were properly tendered and not withdrawn. In accordance with the terms and conditions of the tender offer, including the Company’s right to accept the tender of additional shares up to an amount equal to two percent of the outstanding shares of the Company’s Class A Common Stock outstanding upon the commencement of the tender offer, the Company will purchase 726,043 shares in the tender offer. The aggregate price for these shares will be approximately $5.8 million, excluding fees and expenses relating to the tender offer. If more than 726,043 shares are tendered in the tender offer as is indicated by the preliminary count by the Depositary, BBX Capital will purchase the 726,043 shares from tendering shareholders on a pro rata basis in accordance with the terms and conditions of the tender offer. Based on the preliminary information provided by the Depositary, it is estimated that the proration factor for the tender offer will be approximately 98.5%. The shares expected to be purchased represent approximately 6.4% of the issued and outstanding shares of BBX Capital’s Class A Common Stock and 4.8% of the total number of issued and outstanding shares of BBX Capital’s Class A Common Stock and Class B Common Stock. Based on the preliminary number of shares expected to be purchased, BBX Capital will have 14,430,319 shares of Common Stock issued and outstanding following the purchase, consisting of 10,576,125 shares of its Class A Common Stock and 3,854,194 shares of its Class B Common Stock.

The number of shares of BBX Capital’s Class A Common Stock expected to be purchased in the tender offer, the aggregate purchase price for the shares, and the proration factor indicated above are preliminary and subject to final confirmation by the Depositary and the proper delivery of shares tendered. The final results of the tender offer, including the final proration factor, will be announced promptly following completion of the confirmation process. Payment for shares of BBX Capital’s Class A Common Stock accepted for purchase will be made in accordance with the terms of the tender offer promptly following final confirmation of the number of shares tendered and the final proration factor, and taking into account adjustments to avoid purchases of fractional shares. It is expected that the final results of the tender offer will be announced and payment for shares accepted in the tender offer will commence by Wednesday, December 27, 2023. Any shares tendered in the tender offer but not accepted for purchase will be promptly returned to tendering shareholders following completion of the confirmation process.

Shareholders who have questions or would like additional information about the tender offer may contact the Information Agent for the tender offer, MacKenzie Partners, Inc., toll-free at (800) 322-2885.

About BBX Capital, Inc.: BBX Capital, Inc. (OTCQX: BBXIA) (PINK: BBXIB) is a Florida-based diversified holding company whose principal holdings include BBX Capital Real Estate, BBX Sweet Holdings, and Renin. For additional information, please visit www.bbxcapital.com.

BBX Capital, Inc. Contact Info:

Investor Relations Contact:

Sharon Stennett

P: 954-940-5300

Email: investorrelations@BBXCapital.com

Media Relations Contact:

Kip Hunter, Kip Hunter Marketing

P: 954-303-5551

Email: kip@kiphuntermarketing.com

# # #

This press release contains forward-looking statements. All opinions, forecasts, projections, future plans, and other statements, other than statements of historical fact, are forward-looking statements. The forward-looking statements in this press release are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations and involve risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause actual results or performance to differ from those set forth or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, those relating to the tender offer described in this press release, including that the results of the tender offer announced in this press release are preliminary and are subject to adjustment and final confirmation. Reference is also made to the risks and uncertainties relating to the business, operations, affairs, results, and financial condition of the Company and its subsidiaries, and the ownership of the Company’s stock, detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (including the “Risk Factors” section thereof) and subsequent Quarterly Reports on Form 10-Q, each of which may be viewed on the

SEC’s website at www.sec.gov and on the Company’s website at www.bbxcapital.com. The Company cautions that the foregoing factors are not exclusive. Readers should not place undue reliance on any forward-looking statement, which speaks only as of the date made. In addition, past performance may not be indicative of future results.