As filed with the Securities and Exchange Commission on May 9, 2007

Registration No. 333-          

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

Form S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

 

 

BFC Financial Corporation

(Exact name of Registrant as specified in its charter)

 

 

2100 West Cypress Creek Road

Fort Lauderdale, Florida 33309

(954) 940-4900

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

 

 

Alan B. Levan

BFC Financial Corporation

2100 West Cypress Creek Road

Fort Lauderdale, Florida 33309

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

 

Copies to:

 

 

 

 

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable following the effectiveness of this Registration Statement, satisfaction or waiver of the other conditions to closing of the merger described herein and consummation of the merger.

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

PRELIMINARY — SUBJECT TO COMPLETION — DATED          , 2007
JOINT PROXY STATEMENT/PROSPECTUS

 

 

Dear Shareholders:

 

As you know, on January 30, 2007, BFC Financial Corporation and Levitt Corporation entered into an agreement and plan of merger which provides for Levitt to be merged with and into and become a wholly owned subsidiary of BFC. If the proposed merger is completed, holders of Levitt Class A Common Stock (other than BFC and holders who exercise and perfect their appraisal rights) will receive, in consideration for each share of such stock they own, 2.27 shares of BFC Class A Common Stock (subject to adjustment in accordance with the terms of the merger agreement) and cash in lieu of any fractional shares. The merger is conditioned upon, among other things, the approval of each of BFC’s and Levitt’s shareholders. BFC Class A Common Stock is traded on the NYSE Arca Stock Exchange under the symbol “BFF.” On          , 2007, the last trading day before the date of this joint proxy statement/prospectus, the closing price of BFC Class A Common Stock on the NYSE Arca Stock Exchange was $     .

 

BFC will hold its annual meeting of shareholders on          , 2007 at           local time, at The Westin Fort Lauderdale, 400 Corporate Drive, Fort Lauderdale, Florida 33334. At the BFC annual meeting, BFC’s shareholders will be asked (i) to approve the merger and the related transactions, (ii) to elect two directors to BFC’s board of directors to serve until BFC’s 2010 annual meeting of shareholders and (iii) to transact such other business as may properly be brought before the BFC annual meeting or any adjournment or postponement thereof.

 

Levitt will hold its annual meeting of shareholders on          , 2007 at           local time, at The Westin Fort Lauderdale, 400 Corporate Drive, Fort Lauderdale, Florida 33334. At the Levitt annual meeting, Levitt’s shareholders will be asked (i) to approve the merger agreement and the transactions contemplated thereby, including the merger, (ii) to elect three directors to Levitt’s board of directors to serve until the earlier of Levitt’s 2010 annual meeting of shareholders or the consummation of the merger and (iii) to transact such other business as may properly be brought before the Levitt annual meeting or any adjournment or postponement thereof.

 

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend your annual meeting, please take the time to vote by completing, signing, dating and returning the accompanying proxy card in the enclosed self-addressed stamped envelope as soon as possible. If you hold your shares in “street name,” you should instruct your broker how to vote in accordance with your voting instruction form.

 

This joint proxy statement/prospectus provides detailed information concerning the merger, the merger agreement and the other proposals to be considered at the annual meetings. Additional information regarding BFC and Levitt has been filed with the Securities and Exchange Commission and is publicly available. BFC and Levitt encourage you to read carefully this entire joint proxy statement/prospectus, including all annexes.

 

Following receipt of a recommendation in favor of the merger by a special committee comprised of BFC’s independent directors, the board of directors of BFC determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of BFC and its shareholders, has approved the merger agreement and the transactions contemplated thereby, and recommends that BFC’s shareholders vote “FOR” the merger and the related transactions.

 

Following receipt of a recommendation in favor of the merger by a special committee comprised of Levitt’s independent directors, the board of directors of Levitt determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Levitt’s shareholders, has approved the merger agreement and the transactions contemplated thereby, and recommends that Levitt’s shareholders vote “FOR” the approval of the merger agreement and the transactions contemplated thereby, including the merger.

 

 

For a discussion of significant matters that should be considered before voting at the annual meetings, please read the section entitled “Risk Factors” beginning on page 27.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of BFC Class A Common Stock to be issued by BFC under this joint proxy statement/prospectus or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

This joint proxy statement/prospectus is dated          , 2007 and is first being mailed to shareholders of BFC and Levitt on or about          , 2007.

 

BFC Financial Corporation
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on          , 2007

 

To the shareholders of BFC Financial Corporation:

 

Notice is hereby given that the annual meeting of shareholders of BFC Financial Corporation will be held at The Westin Fort Lauderdale, 400 Corporate Drive, Fort Lauderdale, Florida 33334 on          , 2007 commencing at           local time, for the following purposes:

 

1. To consider and vote upon a proposal to approve the merger of Levitt Corporation with and into a wholly-owned subsidiary of BFC pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of January 30, 2007, by and among BFC, Levitt and LEV Merger Sub, Inc., a wholly-owned subsidiary of BFC, as well as the transactions related to the merger, including the amendment of the Amended and Restated Articles of Incorporation of BFC, as amended, to increase the number of authorized shares of BFC Class A Common Stock from 70,000,000 to 130,000,000 and the amendment of the BFC 2005 Stock Incentive Plan to increase the aggregate number of shares of BFC Class A Common Stock authorized for issuance pursuant to such plan from 3,000,000 to 8,000,000.

 

2. To consider and vote upon a proposal to elect two directors to BFC’s board of directors to serve until BFC’s 2010 annual meeting of shareholders.

 

3. To transact such other business as may properly be brought before the BFC annual meeting or any adjournment or postponement thereof.

 

Only holders of record of BFC common stock at the close of business on          , 2007, the record date for the BFC annual meeting, are entitled to notice of, and to vote at, the BFC annual meeting and any adjournment or postponement thereof.

 

The joint proxy statement/prospectus accompanying this notice explains the merger agreement, the merger and the proposals to be considered at the BFC annual meeting. Please review carefully the joint proxy statement/prospectus, including the merger agreement, the Form of Articles of Amendment to our Amended and Restated Articles of Incorporation, the Form of Amended and Restated By-laws of BFC and the Form of Amended and Restated BFC 2005 Stock Incentive Plan, which are attached thereto as Annexes A, D, E and F, respectively.

 

The merger and the related transactions cannot be completed unless they are approved at the BFC annual meeting. The board of directors of BFC has determined that the merger and the related transactions are advisable, fair to and in the best interests of BFC and its shareholders, has approved the merger and the related transactions, and recommends that you vote “FOR” the merger and the related transactions.

 

Whether or not you plan to attend the BFC annual meeting, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed postage-paid return envelope as soon as possible. You may revoke the proxy at any time prior to its exercise in the manner described in the joint proxy statement/prospectus. Any shareholder of record present at the BFC annual meeting, including any adjournment or postponement thereof, may revoke his, her or its proxy and vote personally at the BFC annual meeting.

 

By order of the board of directors,

 

Alan B. Levan

Chairman of the Board

 

Fort Lauderdale, Florida

          , 2007

Levitt Corporation
2200 West Cypress Creek Road
Fort Lauderdale, Florida 33309

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on          , 2007

 

To the shareholders of Levitt Corporation:

 

Notice is hereby given that the annual meeting of shareholders of Levitt Corporation will be held at The Westin Fort Lauderdale, 400 Corporate Drive, Fort Lauderdale, Florida 33334 on          , 2007 commencing at          local time, for the following purposes:

 

1. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of January 30, 2007, by and among BFC Financial Corporation, LEV Merger Sub, Inc., a wholly-owned subsidiary of BFC, and Levitt, and the transactions contemplated thereby, including the merger of Levitt with and into a wholly owned subsidiary of BFC and the conversion of each outstanding share of Levitt Class A Common Stock (other than shares owned by BFC and holders of Levitt Class A Common Stock who assert and exercise their appraisal rights) into the right to receive 2.27 shares of BFC Class A Common Stock (subject to adjustment in accordance with the terms of the merger agreement) and cash in lieu of any fractional shares.

 

2. To consider and vote upon a proposal to elect three directors to Levitt’s board of directors to serve until the earlier of Levitt’s 2010 annual meeting of shareholders or the consummation of the merger.

 

3. To transact such other business as may properly be brought before the Levitt annual meeting or any adjournment or postponement thereof.

 

Only holders of record of Levitt common stock at the close of business on          , 2007, the record date for the Levitt annual meeting, are entitled to notice of, and to vote at, the Levitt annual meeting and any adjournment or postponement thereof.

 

The joint proxy statement/prospectus accompanying this notice explains the merger agreement, the merger and the proposals to be considered at the Levitt annual meeting. Please review carefully the joint proxy statement/prospectus, including the merger agreement attached thereto as Annex A.

 

The merger and the other transactions contemplated by the merger agreement cannot be completed unless the merger agreement and the transactions contemplated thereby, including the merger, are approved at the Levitt annual meeting. The board of directors of Levitt has determined that the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Levitt’s shareholders, has approved the merger agreement and the transactions contemplated thereby, and recommends that you vote “FOR” the approval of the merger agreement and the transactions contemplated thereby, including the merger.

 

Whether or not you plan to attend the Levitt annual meeting, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed postage-paid return envelope as soon as possible.  You may revoke the proxy at any time prior to its exercise in the manner described in the joint proxy statement/prospectus. Any shareholder of record present at the Levitt annual meeting, including any adjournment or postponement of such meeting, may revoke his, her or its proxy and vote personally at the Levitt annual meeting.

 

By order of the board of directors,

Seth M. Wise

President

 

Fort Lauderdale, Florida

          , 2007

 

TABLE OF CONTENTS

 

This joint proxy statement/prospectus incorporates by reference important business and financial information about BFC and Levitt from documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

 

 

If you would like to request documents, you must do so by          , 2007 in order to receive them before the BFC or Levitt annual meeting.

 

See “Where You Can Find More Information” beginning on page 147.

 

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission by BFC, constitutes a prospectus of BFC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of BFC Class A Common Stock to be issued to the holders of Levitt Class A Common Stock in connection with the merger. This document also constitutes (i) a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (ii) a notice of meeting with respect to BFC’s 2007 annual meeting of shareholders, at which BFC’s shareholders will consider and vote upon, among other proposals, the merger and the transactions related thereto, and (iii) a notice of meeting with respect to Levitt’s 2007 annual meeting of shareholders, at which Levitt’s shareholders will consider and vote upon, among other proposals, the merger agreement.

 

 

 

 

 

 

 

 

This summary highlights selected information from this joint proxy statement/prospectus. This summary may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should carefully read this entire joint proxy statement/prospectus and the other documents to which you are referred, including in particular the copies of the merger agreement and the opinions of Sandler O’Neill & Partners, L.P., BFC’s financial advisor, and Houlihan Lokey Howard & Zukin, Levitt’s financial advisor, that are attached as annexes to this joint proxy statement/prospectus or included as exhibits to or incorporated by reference into the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, filed by BFC with the Securities and Exchange Commission. Also, see “Where You Can Find More Information” beginning on page 147. Page references have been included parenthetically to direct you to a more complete description of the topics presented in this summary.

 

The Companies (page 41)

 

BFC Financial Corporation

2100 West Cypress Creek Road

Fort Lauderdale, FL 33309

(954) 940-4900

 

BFC is a holding company that invests in and acquires businesses in diverse industries. BFC’s ownership interests include direct and indirect interests in businesses in a variety of sectors, including consumer and commercial banking, investment banking, homebuilding and master-planned community development, time-share and vacation ownership, Asian-themed restaurant chains and various real estate and venture capital investments. BFC’s activities primarily relate to monitoring and managing its investments, particularly the operations of its two largest investments, Levitt and BankAtlantic Bancorp, Inc. (“BankAtlantic Bancorp”), a Florida-based financial services holding company which owns BankAtlantic, a federally chartered, federally insured savings bank. BFC currently owns approximately 11% of the outstanding shares of Levitt Class A Common Stock and all of the outstanding shares of Levitt Class B Common Stock, representing approximately 17% of Levitt’s total common stock and 53% of the general voting power of Levitt. BFC, itself, has no significant operations other than activities relating to the monitoring and managing of its existing investments and the identification, analysis and, in appropriate cases, acquisition of new investments.

 

Levitt Corporation

2200 West Cypress Creek Road

Fort Lauderdale, FL 33309

(954) 958-1800

 

Levitt engages in homebuilding and real estate development with activities throughout the Southeastern United States. Levitt’s principal real estate activities, the development of single-family homes and master-planned communities, are conducted through its Homebuilding and Land Divisions. Levitt’s Homebuilding Division operates through its homebuilding subsidiary, Levitt and Sons, LLC (“Levitt and Sons”), and its Land Division operates through its master-planned community development subsidiary, Core Communities, LLC (“Core Communities”). In addition, Levitt also owns approximately 31% of the outstanding common stock of Bluegreen Corporation, a New York Stock Exchange-traded corporation (“Bluegreen”), which acquires, develops, markets and sells “time-share” vacation ownership interests primarily in “drive-to” vacation destinations as well as residential home sites in some cases on properties featuring golf courses or other related amenities.

The Merger (page 43)

 

On January 30, 2007, BFC and Levitt entered into the merger agreement, which is the legal document governing the merger. Pursuant to the merger agreement, Levitt will be merged with and into Merger Sub, a newly formed wholly owned subsidiary of BFC. Upon the completion of the merger, Levitt Class A Common Stock will no longer be publicly traded and Levitt will be a wholly owned subsidiary of BFC.

 

The Merger Consideration (page 83)

 

At the effective time of the merger, each outstanding share of Levitt Class A Common Stock (other than shares owned by BFC and holders of Levitt Class A Common Stock who exercise and perfect their appraisal rights) will be converted automatically into the right to receive 2.27 shares of BFC Class A Common Stock (subject to adjustment in accordance with the terms of the merger agreement) and cash in lieu of any fractional shares. As quoted on the NYSE Arca Stock Exchange, the closing price of BFC Class A Common Stock on January 30, 2007, the last trading day prior to the public announcement of the merger agreement, and on          , 2007, the last trading day prior to the date of this joint proxy statement/prospectus, was $6.35 and          , respectively. Shareholders of both companies are encouraged to obtain current market quotations for BFC Class A Common Stock and Levitt Class A Common Stock prior to voting their shares.

 

Holders of Levitt Class A Common Stock will be entitled to receive cash in lieu of any fractional shares of BFC Class A Common Stock they otherwise would have been entitled to receive in connection with the merger in an amount equal to the product of (i) the fractional share to which such holder otherwise would be entitled (after taking into account all shares of Levitt Class A Common Stock then held of record by such holder) and (ii) the average closing price of BFC Class A Common Stock on the NYSE Arca Stock Exchange for the twenty consecutive trading days ending on and including the trading day that is two days prior to the day of the effective time of the merger.

 

The shares of BFC Class A Common Stock to be received in exchange for shares of Levitt Class A Common Stock and any cash to be received in lieu of any fractional shares of BFC Class A Common Stock are referred to collectively as the “merger consideration” in this joint proxy statement/prospectus.

 

Treatment of Levitt Stock Options and Restricted Stock Awards Outstanding Under the Levitt Corporation Amended and Restated 2003 Stock Incentive Plan (page 83)

 

Upon consummation of the merger, the Levitt Corporation Amended and Restated 2003 Stock Incentive Plan will be assumed by BFC and options to purchase shares of Levitt Class A Common Stock outstanding at the effective time of the merger will be converted automatically into options to purchase shares of BFC Class A Common Stock on the same terms and conditions, with appropriate adjustments made to the number of shares and the exercise price under those options based on the exchange ratio of 2.27 shares of BFC Class A Common Stock for each share of Levitt Class A Common Stock (subject to adjustment in accordance with the terms of the merger agreement). Additionally, all outstanding restricted stock awards issued under the Levitt Corporation Amended and Restated 2003 Stock Incentive Plan will be converted into restricted stock awards of shares of BFC Class A Common Stock on the same terms and conditions, with appropriate adjustments made to the number of shares subject to such restricted stock awards based on the exchange ratio of 2.27 shares of BFC Class A Common Stock for each share of Levitt Class A Common Stock (subject to adjustment in accordance with the terms of the merger agreement).

 

Amendment of the BFC 2005 Stock Incentive Plan (page 73)

 

If the merger is completed, Levitt’s employees will be eligible to receive options to purchase shares of BFC Class A Common Stock and restricted stock awards of shares of BFC Class A Common Stock if and when granted pursuant to the terms of the BFC 2005 Stock Incentive Plan. Because Levitt has significantly more employees than BFC, the BFC 2005 Stock Incentive Plan will be amended in connection with the merger solely to increase the maximum number of shares of BFC Class A Common Stock authorized for issuance pursuant to such plan from 3,000,000 to 8,000,000.

 

Articles of Incorporation and By-laws of BFC Following the Merger (page 72)

 

In connection with the merger, BFC’s Articles of Incorporation will be amended to increase the authorized number of shares of BFC Class A Common Stock from 70,000,000 to 130,000,000 and BFC’s By-laws will be amended to increase the maximum number of members of the board of directors of BFC from 12 to 17. The Articles of Amendment to BFC’s Articles of Incorporation and the Amended and Restated By-laws of BFC will be as set forth on Annexes D and E, respectively, and you are urged to read them carefully.

 

Board of Directors and Executive Officers of BFC Following the Merger (page 72)

 

Currently, there are six persons serving on the board of directors of BFC, each of whom will continue to serve as directors of BFC following the merger. Additionally, as required by the terms of the merger agreement, BFC has agreed to cause each of Messrs. James Blosser, Darwin Dornbush, S. Lawrence Kahn, III, Alan J. Levy, Joel Levy, William Nicholson and William Scherer, the seven current directors of Levitt who are not also directors of BFC, to be appointed to the board of directors of BFC to serve until BFC’s 2008 annual meeting of shareholders.

 

The executive officers of BFC in office immediately prior to the effective time of the merger will hold the same positions upon completion of the merger.

 

Ownership of BFC Following the Merger (page 72)

 

Based on the number of shares of Levitt Class A Common Stock (other than shares owned by BFC) and BFC Class A Common Stock outstanding as of May 1, 2007, and assuming no holders of Levitt Class A Common Stock choose to assert and exercise their appraisal rights, immediately following the merger, Levitt’s shareholders will own approximately 51% and BFC’s shareholders will own approximately 49% of the then-outstanding shares of BFC Class A Common Stock. Immediately following the merger, shares of BFC Class A Common Stock and Class B Common Stock will represent in the aggregate 22% and 78%, respectively, of the general voting power of BFC and approximately 90% and 10%, respectively, of the total outstanding common equity of BFC.

 

Anticipated Accounting Treatment (page 81)

 

The merger will be accounted for as a purchase transaction by BFC for financial reporting and accounting purposes under U.S. generally accepted accounting principles. The results of operations of Levitt will continue to be included in the consolidated financial statements of BFC.

 

Appraisal Rights (page 77)

 

Under the FBCA, holders of Levitt Class A Common Stock who do not vote for the approval of the merger agreement and who properly exercise their appraisal rights with respect to the merger will be entitled to receive a cash payment equal to the “fair value” of their shares. The receipt of cash in exchange for shares of Levitt Class A Common Stock will be a taxable transaction. Pursuant to the FBCA, fair value of the shares of Levitt Class A Common Stock held by a Levitt shareholder exercising appraisal rights means the value of such shares determined immediately preceding the consummation of the merger excluding any appreciation or depreciation in anticipation of the merger and could be more than, less than or equal to the value of the shares of BFC Class A Common Stock that the shareholder would otherwise have received in connection with the merger. Merely voting against the approval of the merger agreement will not serve to assert the appraisal rights of a holder of Levitt Class A Common Stock under the FBCA. In addition, a proxy submitted by a record holder of Levitt Class A Common Stock not marked “Against” or “Abstain” will be voted “For” the approval of the merger agreement with respect to the vote required by the FBCA and, accordingly, will result in the waiver of such record holder’s appraisal rights. Annex G to this joint proxy statement/prospectus contains the full text of Sections 607.1301 through 607.1333 of the FBCA, which relate to appraisal rights. You are encouraged to read these provisions carefully and in their entirety.

 

Under the FBCA, BFC’s shareholders will not be entitled to appraisal rights in connection with the merger.

 

Risks (page 27)

 

In evaluating the merger agreement and the transactions contemplated thereby, you should carefully read this joint proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 27.

 

Material U.S. Federal Income Tax Consequences of the Merger (page 79)

 

The merger has been structured to qualify as a tax-free “reorganization” under Section 368(a) of the Code. Accordingly, a holder of Levitt Class A Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of his, her or its shares of Levitt Class A Common Stock for shares of BFC Class A Common Stock. However, any cash received in lieu of any fractional share of BFC Class A Common Stock to which a holder of Levitt Class A Common Stock would have been entitled to receive in connection with the merger will result in the recognition of gain or loss as if such holder sold his, her or its fractional share. Each holder of Levitt Class A Common Stock will have a tax basis in the shares of BFC Class A Common Stock that he, she or it receives in the merger equal to his, her or its current tax basis in his, her or its shares of Levitt Class A Common Stock (reduced by the basis allocable to any fractional share for which he, she or it receives cash).

 

Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (“Stearns Weaver”) will issue an opinion to BFC and Levitt as of the date on which the merger is consummated to the effect that the merger will qualify as a tax-free “reorganization” under Section 368(a) of the Code and that BFC and Levitt will each be a party to that “reorganization” under Section 368(b) of the Code.

 

This summary may not be applicable to all holders of Levitt Class A Common Stock. You should read “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 79 for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. BFC and Levitt urge you to consult your tax advisor to determine the tax consequences of the merger to you.

 

Recommendations of the BFC Special Committee and Board of Directors (page 47)

 

The board of directors of BFC designated a special committee composed of independent directors of BFC to review and evaluate the terms and conditions and determine the advisability of a possible business transaction between BFC and Levitt. After careful review and consideration, the BFC special committee determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of BFC and its shareholders. On the basis of such determination, the BFC special committee recommended that the full board of directors of BFC approve the merger agreement and the transactions contemplated thereby.

 

After careful consideration of the recommendation of the BFC special committee and careful evaluation and consideration of the merger agreement and the transactions contemplated thereby, the board of directors of BFC determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of BFC and its shareholders. Accordingly, the board of directors of BFC approved the merger agreement and the transactions contemplated thereby and recommends that BFC’s shareholders vote “FOR” the merger and the related transactions.

 

To review the background of, and BFC’s reasons for, the merger, as well as certain risks related to the merger, see the sections entitled “The Merger — Background of the Merger,” “The Merger — Recommendation of the BFC Board and Its Reasons for the Merger” and “Risk Factors” beginning on pages 43, 48 and 27, respectively.

 

Recommendations of the Levitt Special Committee and Board of Directors (page 49)

 

The board of directors of Levitt designated a special committee composed of independent directors of Levitt to, among other things, negotiate, review and evaluate the terms and conditions, and determine the advisability of, the merger. After such negotiation, review and evaluation, the Levitt special committee determined that the merger is advisable, fair to and in the best interests of Levitt’s shareholders. On the basis of such determination, the Levitt special committee recommended that the full board of directors of Levitt approve the merger agreement and the

transactions contemplated thereby and recommend to the shareholders of Levitt that they approve the merger agreement.

 

After careful consideration of the recommendation of the Levitt special committee and careful evaluation and consideration of the merger agreement and the transactions contemplated thereby, the board of directors of Levitt determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Levitt’s shareholders. Accordingly, the board of directors of Levitt approved the merger agreement and the transactions contemplated thereby and recommends that Levitt’s shareholders vote “FOR” the approval of the merger agreement.

 

To review the background of, and Levitt’s reasons for, the merger, as well as certain risks related to the merger, see the sections entitled “The Merger — Background of the Merger,” “The Merger — Recommendation of the Levitt Board and Its Reasons for the Merger” and “Risk Factors” beginning on pages 43, 50 and 27, respectively.

 

Opinion of BFC’s Financial Advisor (page 52)

 

Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) delivered its opinion to the BFC special committee and board of directors that, as of the date of its opinion and based upon and subject to the assumptions, qualifications and limitations set forth in its opinion, the consideration to be exchanged by BFC pursuant to the merger agreement was fair, from a financial point of view, to BFC.

 

The full text of the written opinion of Sandler O’Neill, dated January 30, 2007, which sets forth the assumptions made, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex B. BFC’s shareholders are urged to read the opinion carefully and in its entirety. The written opinion is addressed to the BFC special committee and board of directors, is directed only to the consideration to be exchanged by BFC pursuant to the merger agreement and does not constitute a recommendation to any BFC shareholder as to how such shareholder should vote at the BFC annual meeting.

 

Opinion of Levitt’s Financial Advisor (page 56)

 

Houlihan Lokey Howard & Zukin (“Houlihan Lokey”) delivered its opinion to the Levitt special committee and board of directors, that, as of the date of its opinion and based upon and subject to the factors, limitations and assumptions set forth therein, the consideration to be received by holders of Levitt Class A Common Stock pursuant to the merger agreement was fair, from a financial point of view, to such holders (other than BFC and directors of Levitt who are not “independent” within the meaning of the rules and regulations of the New York Stock Exchange).

 

The full text of the written opinion of Houlihan Lokey, dated January 30, 2007, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex C. Houlihan Lokey provided its opinion for the information and assistance of the Levitt special committee and board of directors in connection with their consideration of the merger. The Houlihan Lokey opinion does not constitute a recommendation to any Levitt shareholder on whether or not to support the merger or as to how such shareholder should vote at the Levitt annual meeting.

 

Listing of BFC Class A Common Stock and Delisting of Levitt Class A Common Stock (page 77)

 

Application will be made to have the shares of BFC Class A Common Stock to be issued in connection with the merger approved for listing on the NYSE Arca Stock Exchange, where BFC Class A Common Stock currently is traded under the symbol “BFF.” If the merger is consummated, BFC intends to seek approval for the listing of BFC Class A Common Stock on the New York Stock Exchange. There is no assurance that the listing of BFC Class A Common Stock on the New York Stock Exchange will be approved.

 

If the merger is consummated, all of the shares of Levitt common stock will be canceled and Levitt Class A Common Stock will no longer be listed on the New York Stock Exchange and will be deregistered under the Exchange Act.

 

Interests of Certain Persons in the Merger (page 71)

 

Shareholders should note that some directors or executive officers of each of BFC and Levitt may have interests in the merger that are different from, or are in addition to, the interests of BFC’s and Levitt’s shareholders, generally. Specifically, Alan B. Levan, the chairman of the board and chief executive officer of each of BFC and Levitt, John E. Abdo, the vice chairman of the board of each of BFC and Levitt, and their affiliates collectively own shares of BFC common stock representing approximately 77.1% of the general voting power and 52.7% of the total common stock of BFC, and, after the completion of the merger, are expected to own shares of BFC common stock representing approximately 71.6% of the general voting power and 25.8% of the total common stock of BFC. Additionally, in connection with the merger, BFC has agreed to cause the seven current directors of Levitt who are not also directors of BFC to be appointed to BFC’s board of directors to serve until BFC’s 2008 annual meeting of shareholders.

 

Each of BFC’s and Levitt’s special committees were aware of these interests when they determined to recommend to their respective boards of directors the approval of the merger agreement and the transactions contemplated thereby. In addition, each of BFC’s and Levitt’s boards of directors were aware of these interests when they voted to approve the merger agreement and the transactions contemplated thereby and recommend that their shareholders vote to approve the merger and the related transactions.

 

Regulatory Matters (page 81)

 

BFC must comply with applicable federal and state securities laws and the rules and regulations of the NYSE Arca Stock Exchange in connection with the issuance of the shares of BFC Class A Common Stock in the merger and the filing of this joint proxy statement/prospectus with the SEC.

 

Resale of BFC Class A Common Stock (page 81)

 

The shares of BFC Class A Common Stock to be issued in connection with the merger will not be subject to any restrictions on transfer arising under the Securities Act, except for shares issued to any Levitt shareholder who may be deemed to be an affiliate of Levitt or BFC for purposes of Rule 145 under the Securities Act. It is expected that each such affiliate will agree not to transfer any shares of BFC Class A Common Stock received pursuant to the merger other than in compliance with the provisions of the Securities Act governing sales by affiliates.

 

Comparison of Rights of Common Shareholders of BFC and Levitt (page 98)

 

Levitt’s shareholders, whose rights are currently governed by Florida law, Levitt’s Articles of Incorporation and the Amended and Restated By-laws of Levitt (“Levitt’s By-laws”), will, upon consummation of the merger, become holders of BFC Class A Common Stock and their rights will be governed by Florida law and BFC’s Articles of Incorporation and By-laws, which are different than those of Levitt. The Articles of Amendment to BFC’s Articles of Incorporation and the Amended and Restated By-laws of BFC to be adopted in connection with the merger are as set forth on Annexes D and E hereto, respectively, and you are urged to read them carefully.

 

The following summary describes certain material provisions of the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference into this joint proxy statement/prospectus. This summary may not contain all the information about the merger agreement that is important to you and is qualified in its entirety by reference to the merger agreement. You are encouraged to carefully read the merger agreement in its entirety.

 

Conditions to Consummation of the Merger (page 85)

 

A number of conditions must be satisfied or waived before the merger will be completed, including, among others:

 

 

Conduct of Business by BFC and Levitt Prior to Consummation of the Merger (page 87)

 

BFC and Levitt have each generally agreed that, during the period from the date of the merger agreement to the earlier of the consummation of the merger and the termination of the merger agreement, except as expressly contemplated by the merger agreement or consented to in writing by BFC or Levitt, as the case may be, each of BFC and Levitt will not, among other things, conduct its business in a manner that is not consistent with its ordinary course of business and past practice.

 

Limitation on the Solicitation, Negotiation and Discussion by Levitt of Other Acquisition Proposals (page 89)

 

The merger agreement contains restrictions on the ability of Levitt to, among other things, solicit, negotiate and discuss acquisition proposals, and certain related matters, involving persons other than BFC.

 

Notwithstanding these restrictions, if at any time prior to the effective time of the merger, the Levitt special committee or board of directors receives an unsolicited, bona fide written acquisition proposal not in violation of the “no solicitation” provisions of the merger agreement and the Levitt special committee or board of directors reasonably determines in good faith, after consultation with their financial, legal and other advisors, that such proposal will result in, or is reasonably expected to result in, a more favorable proposal to Levitt’s shareholders from a financial point of view than the merger or other revised proposal submitted by BFC and is reasonably capable of being consummated on the terms proposed, then, after receiving the advice of outside counsel that it may be necessary to take such actions to comply with its fiduciary duties under applicable law, Levitt may, (i) furnish information about its business to the person making such proposal and (ii) participate in discussions or negotiations regarding such proposal with the person making such proposal.

 

Change of the Recommendation of the Board of Directors of Levitt (page 91)

 

The merger agreement provides that the board of directors of Levitt may withhold, withdraw, modify or change its recommendation of the advisability of the merger agreement or approve or recommend any other acquisition or similar proposal only if, at any time prior to the effective time of the merger, Levitt has received a superior proposal and the Levitt special committee or board of directors determines in good faith and after consultation with their financial advisors and legal counsel that the failure to take such actions would be inconsistent with their fiduciary duties under applicable law.

 

Termination of the Merger Agreement (page 91)

 

The merger agreement may be terminated at any time prior to the effective time of the merger upon the mutual written consent of BFC and Levitt. In addition, each of BFC and Levitt may terminate the merger agreement under certain circumstances, including, without limitation:

 

 

In addition, the merger agreement also may be terminated by Levitt if the average closing price of BFC Class A Common Stock, as quoted on the NYSE Arca Stock Exchange, and the average closing price of the Class A Common Stock of BankAtlantic Bancorp, as quoted on the New York Stock Exchange, in each case, for the ten consecutive trading days ending on and including the trading day that is two days prior to the day of the effective time of the merger, are less than $4.45 and $9.44, respectively. These prices are equal to 70% of the respective closing prices for such shares on the date of the merger agreement. However, BFC may avoid such termination and extend the date of the effective time of the merger for up to two business days by providing written notice to Levitt of its election to increase the value of the consideration delivered to holders of Levitt Class A Common Stock to equal the value such holders would have received if the value of BFC Class A Common Stock at the effective time of the merger was $4.45.

 

BFC Class A Common Stock is listed for trading on the NYSE Arca Stock Exchange under the trading symbol “BFF.” Levitt Class A Common Stock is listed for trading on the New York Stock Exchange under the trading symbol “LEV.” The following table sets forth the closing prices for BFC Class A Common Stock and Levitt Class A Common Stock as reported on the NYSE Arca Stock Exchange and the New York Stock Exchange, respectively, on January 30, 2007, the last trading day before the public announcement of the merger agreement, and on          , 2007, the last trading day before the date of this joint proxy statement/prospectus. The table also includes the equivalent prices per share of Levitt Class A Common Stock that holders of such stock would receive in connection with the merger if the merger were completed on either of these dates, applying the exchange ratio of 2.27 shares of BFC Class A Common Stock for each share of Levitt Class A Common Stock.

 

 

The above table shows only historical comparisons. These comparisons may not provide meaningful information to BFC’s and Levitt’s shareholders in determining whether to approve the merger and the related transactions. Shareholders of BFC and Levitt are urged to obtain current market quotations for BFC Class A Common Stock and Levitt Class A Common Stock and to review carefully the other information contained or incorporated by reference in this joint proxy statement/prospectus when considering how to vote at their respective annual meetings.

 

While there are no restrictions on the payment of cash dividends by BFC other than those restrictions contained in the merger agreement with respect to the interim period between the date of the merger agreement and the effective time of the merger, BFC has never paid cash dividends. BFC issued a 25% stock dividend on March 1, 2004, May 25, 2004 and March 7, 2005, each of which was payable in shares of BFC Class A Common Stock. BFC may consider declaring and paying a dividend in the future with respect to BFC Class A Common Stock; however, there can be no assurance that it will do so. Future declaration and payment of cash dividends with respect to BFC Class A Common Stock, if any, will be determined in light of the then-current financial condition of BFC and other factors deemed relevant by the board of directors of BFC.

 

Levitt has declared and paid regular quarterly dividends of $.02 per share with respect to Levitt Class A Common Stock since July 26, 2004. There is no assurance that Levitt will continue to pay cash dividends on its Class A Common Stock. Future declaration and payment of cash dividends with respect to Levitt Class A Common Stock, if any, will be determined in light of the then-current financial condition of Levitt and other factors deemed relevant by the board of directors of Levitt. After completion of the merger, other than BFC, which may receive dividends as the parent company of Levitt, shareholders of Levitt will not continue to receive dividends from Levitt.

 

The following table sets forth historical per share information of BFC and Levitt and unaudited pro forma combined per share information after giving effect to the merger under the purchase method of accounting. You should not rely on this information as being indicative of the historical results that would have been achieved had Levitt always been a wholly owned subsidiary of BFC or the future results that BFC will experience after the merger. The unaudited pro forma condensed combined per share data has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial statements and related notes appearing elsewhere in this joint proxy statement/prospectus. The historical per share data has been derived from the historical consolidated financial statements of BFC and Levitt as of and for the year ended December 31, 2006, each of which is incorporated by reference into this joint proxy statement/prospectus. The table also includes (i) Levitt’s equivalent loss from continuing operations per common share — basic and diluted and (ii) book value per common share — basic and diluted, in each case, applying the exchange ratio of 2.27 shares of BFC Class A Common Stock for each share of Levitt Class A Common Stock.

 

 

The following selected historical consolidated financial data of BFC for each of the years in the five-year period ended December 31, 2006 have been derived from BFC’s historical audited consolidated financial statements incorporated by reference into this joint proxy statement/prospectus, which were audited by KPMG LLP, an independent registered public accounting firm, with respect to the year ended December 31, 2002, and by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, with respect to the years ended December 31, 2003 through 2006. The following information is only a summary, and should be read together with BFC’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and audited consolidated financial statements and related notes in BFC’s Annual Report on Form 10-K for the year ended December 31, 2006, which is incorporated by reference into this joint proxy statement/prospectus.

 

 

 

 

The following selected historical parent company only financial data of BFC for each of the years in the five-year period ended December 31, 2006 have been derived from BFC’s historical audited consolidated financial statements incorporated by reference into this joint proxy statement/prospectus, which were audited by KPMG LLP, an independent registered public accounting firm, with respect to the year ended December 31, 2002, and by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, with respect to the years ended December 31, 2003 through 2006. The following information is only a summary, and should be read together with BFC’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and audited consolidated financial statements and related notes in BFC’s Annual Report on Form 10-K for the year ended December 31, 2006, which is incorporated by reference into this joint proxy statement/prospectus.