Item 8.01. Other Events.
As previously disclosed, Bluegreen Vacations Holding Corporation (the "Company")
entered into a Rights Agreement dated June 17, 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 June 18, 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.
Exhibit 99.1 Standstill Agreement between the Company and Angelo Gordon &
Co., L.P.
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