공시 • Jan 18
Hilton Grand Vacations Inc. (NYSE:HGV) completed the acquisition of Bluegreen Vacations Holding Corporation (NYSE:BVH) from Levan Partners LLC, Levan BFC Stock Partners, LP and others.
Hilton Grand Vacations Inc. (NYSE:HGV) entered into a definitive agreement to acquire Bluegreen Vacations Holding Corporation (NYSE:BVH) from Levan Partners LLC, Levan BFC Stock Partners, LP and others for $1.3 billion on November 5, 2023. Under the terms of the transaction, Hilton will acquire all of the shares of the Bluegreen's Class A Common Stock and Class B Common Stock for $75 per share in an all-cash transaction, representing total enterprise value of approximately $1.5 billion, inclusive of net debt. Bank of America, Deutsche Bank, Barclays and J.P. Morgan committed a new $900 million sever year senior secured term loan facility and a new $900 million senior secured bridge facility to Hilton Grand in order to consummate the transaction. Prior to closing, the shares of Bluegreen will be delisted from NYSE. Bluegreen will be required to pay a termination fee of $41.5 million to HGV in the event that the Merger Agreement is terminated. HGV’s management team, including president and Chief Executive Officer Mark Wang, chief financial officer Dan Mathewes, and chief operating officer Gordon Gurnik, will continue to serve in their current roles upon transaction close.
The transaction is subject to Bluegreen's stockholder approval, any waiting period under Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have been expired or terminated, regulatory approvals, and customary closing conditions. Concurrently, the key stockholders of Bluegreen have entered into a voting and support agreement to vote in favor of the transaction. The transaction was unanimously approved by the Board of Directors for both companies and is expected to close during the first half of 2024. On December 14, 2023, waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired. As of January 5, 2024, HGV has commenced an offering of $900 million aggregate principal amount of new senior secured notes due 2032, Upon the closing of the Acquisition and release of the net proceeds of the Offering from the escrow account (if applicable), HGV intends to use the net proceeds from the Offering to (i) finance the consummation of the Acquisition, (ii) repay certain outstanding indebtedness and (iii) pay related fees, costs, premiums and expenses in connection with these transactions. The shareholders of Bluegreen Vacations Holding approved the transaction at special meeting on January 11, 2024 and now the merger is expected to close on January 17, 2024.
BofA Securities is acting as financial advisor and Alexander J. Park, Rebecca R. Valentino, Tara E. Castillo, Paul W. Hespel, David R. Rutherford, Brett E. Coburn, Kyle R. Woods, Kerry T. Wenzel, Adam J. Biegel, Christopher Gegg, Amy S. Mushahwar, Elizabeth Gingold Clark, Elise N. Paeffgen and Jonathan Manor of Alston & Bird LLP, Jonathan Corsico, Sophie Staples, Brian Gluck, Jonathan Ozner, Sara Razi and Preston Miller of Simpson Thacher & Bartlett LLP and William C. Guthrie, Daniel Bachrach, Matthew E. Jassak, Richard M. Caron and Jennifer N. Hayes of Foley & Lardner LLP, are acting as legal counsels to Hilton Grand. Credit Suisse Securities (USA) LLC and Wells Fargo are acting as financial advisors and Alison W. Miller of Stearns, Weaver, Miller is acting as legal counsel to Bluegreen Vacations. Credit Suisse Securities (USA) LLC acted as fairness opinion provider to Bluegreen in the transaction. Equiniti Trust Company acted as transfer agent to Bluegreen. Bluegreen will pay Credit Suisse a transaction fee of $15 million, $3 million of which became payable upon the rendering of Credit Suisse’s opinion.
Hilton Grand Vacations Inc. (NYSE:HGV) completed the acquisition of Bluegreen Vacations Holding Corporation (NYSE:BVH) from Levan Partners LLC, Levan BFC Stock Partners, LP and others on January 17, 2024. The all-cash transaction, with total consideration of approximately $1.5 billion, inclusive of net debt. As a result of closing the merger, trading of the Bluegreen’s Class A Common Stock on the NYSE and the Company’s Class B Common Stock on the OTCQX was suspended prior to the opening of the trading on January 17, 2024. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each of the Bluegreen’s directors (who were Alan B. Levan, John E. Abdo, James R. Allmand, III, Norman H. Becker, Lawrence A. Cirillo, Darwin Dornbush, Jarett S. Levan, Joel Levy, Mark A. Nerenhausen, William Nicholson, Arnold Sevell, Orlando Sharpe and Seth M. Wise) and officers (including Alan B. Levan, Chairman, Chief Executive Officer and President, John E. Abdo, Vice Chairman, Raymond S. Lopez, Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer, Dustin Tonkin, Executive Vice President, Chief Sales and Marketing Officer, and Adrienne Kelley, Senior Vice President and Chief Accounting Officer) ceased serving in their respective director and/or officer positions with the Company. Upon the consummation of the Merger, Mark D. Wang, Charles R. Corbin and Daniel J. Mathewes became the directors of the Company. In addition, at the effective time of the Merger, Mark D. Wang became President of the Company, Charles R. Corbin became Executive Vice President and Secretary of the Company, each of Daniel J. Mathewes and Gordon Gurnik became Senior Executive Vice President of the Company, and Carlos Hernandez became Senior Vice President of the Company. The transaction is adjusted free cash flow accretive and is expected to generate approximately $100 million in run-rate cost synergies in the first 24 months following close. The combination also supports higher free cash flow conversion and enhances HGV’s base of recurring EBITDA.