Item 8.01 Other Events
Item 8.01 Other Events.
As previously disclosed, BBX Capital, Inc. (the "Company") entered into a Rights
Agreement dated September 25, 2020, with American Stock Transfer & Trust
Company, LLC, as Rights Agent (the "Rights Agreement"), pursuant to which the
Company distributed one preferred share purchase right (each, a "Right") in
respect of each share of the Company's Class A Common Stock and Class B Common
Stock. Subject to the terms and conditions of the Rights Agreement, including
certain exceptions set forth in the Rights Agreement, the Rights will become
exercisable if a person becomes the Beneficial Owner of 5% or more of the
outstanding shares of the Company's Class A Common Stock, Class B Common Stock
or total combined Common Stock without the approval of the Company's Board of
Directors. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Rights Agreement, a copy of which is attached as
Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 29, 2020.
Upon the request of Angelo Gordon & Co., L.P., a shareholder of the Company
which owned approximately 4.9% of the outstanding shares of the Company's Class
A Common Stock (the "Shareholder"), the Company's Board of Directors granted
approval for the Shareholder and its Related Persons to acquire additional
shares of the Company's Class A Common Stock to increase their collective
Beneficial Ownership in the Company to up to a maximum of 9.9% of the total
number of shares of the Company's Class A Common Stock outstanding, without
becoming an Acquiring Person under the Rights Agreement and triggering the
exercisability of the Rights. As a condition to the Board's approval, the
Shareholder entered into a Standstill Agreement on terms reasonably satisfactory
to the Company. A copy of the Standstill Agreement is attached as Exhibit 99.1
to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Standstill Agreement between the Company and Angelo Gordon
& Co., L.P.
1
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses