Attached files
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| 8-K - FORM 8-K - BBX CAPITAL CORP | d365562d8k.htm |
 NYSE
NYSE
BBX
BBX
Sale
of
BankAtlantic
to
BB&T
–
Structure
Summary
June 12, 2012
NOTE–
The following presentation contains financial assumptions that continue to be dynamic until
consummation of the transaction. Additionally, the timing of consummation of the sale of
BankAtlantic to BB&T is currently unknown. See the Forward Looking Statement included
in this presentation for additional information.
Exhibit 99.1 |
 NYSE
BBX
2
Pending Sale of BankAtlantic to BB&T
Pending Sale of BankAtlantic to BB&T
–
The following slides set forth the material terms of the Amended
Agreement between BankAtlantic Bancorp and BB&T
Corporation dated March 13, 2012 for the sale of BankAtlantic.
•
Additional disclosure is provided in BankAtlantic Bancorp’s Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2012, and in
BankAtlantic Bancorp’s Form 8-K filed on March 16, 2012.
–
The sale transaction is awaiting regulatory approval.
•
BankAtlantic Bancorp requires pending approvals from the Federal
Reserve;
BankAtlantic received the required approvals from the OCC in April 2012.
•
BB&T requires approvals from the Federal Reserve and the FDIC; it received
the required approval from the North Carolina Office of the Commissioner of
Banks in March 2012. |
 NYSE
BBX
3
Pending Sale of BankAtlantic to BB&T
Pending Sale of BankAtlantic to BB&T
I. Current Structure
I. Current Structure |
 NYSE
BBX
4
Pending Sale of BankAtlantic to BB&T
Pending Sale of BankAtlantic to BB&T
II. Pre-Closing LLC Formation & Distribution
II. Pre-Closing LLC Formation & Distribution |
 NYSE
BBX
5
Pending Sale of BankAtlantic to BB&T
Pending Sale of BankAtlantic to BB&T
III. Closing Purchase and Assumption
III. Closing Purchase and Assumption |
 NYSE
BBX
6
Pending Sale of BankAtlantic to BB&T
Pending Sale of BankAtlantic to BB&T
IV. Post-Transaction Structure
IV. Post-Transaction Structure |
 NYSE
BBX
BankAtlantic Bancorp Parent, Pro Forma Balance Sheet as
of March 31, 2012 *
$ in 000’s
Actual
March 31, 2012
Sale
Transaction
Adjustments
Pro forma
Post-Close
March 31, 2012
Cash & cash equivalents
$ 4,780
19,574
(1)
$ 24,354
Investment in BankAtlantic
286,010
$ (286,010)
(2)
-
Inv. in Florida Asset
Resolution Group LLC (FAR)
-
388,761
(3)
388,761
Inv. In BBX Capital Asset
Management LLC (CAM)
-
140,394
(4)
140,394
Inv. in Bancorp Subsidiaries
15,405
15,405
Inv. in TruPS common
10,226
(10,226)
(5)
-
Other assets
736
736
Total Assets
$ 317,157
$ 252,493
$ 569,650
Junior sub debt
$ 341,082
$ (341,082)
(5)
-
BB&T Preferred Interest in
FAR
-
285,375
(6)
$ 285,375
Other liabilities
7,637
7,637
Total Liabilities
$ 348,719
$ (55,707)
$ 293,012
Stockholders’
equity
(31,562)
308,200
(7)
276,638
Total Liabilities & Equity
$ 317,157
$ 252,493
$ 569,650
Pending Sale of BankAtlantic to BB&T
Pending Sale of BankAtlantic to BB&T
Pro Forma Post-Close Balance Sheet
Pro Forma Post-Close Balance Sheet
7
(1)
Reflects total cash received from the transaction, net
of cash used for the TruPS deferred interest through
closing ($46MM at 3/31/12), legal and other
transaction costs (estimated at $7.7MM). See slide 8.
(2)
Reflects the combined impact of (a) net assets
transferred out of BankAtlantic and into Florida Asset
Resolution Group LLC (FAR) and into BBX Capital
Asset Management LLC (CAM )(see notes (3) and
(4)) and (b) the acquisition of BankAtlantic stock by
BB&T Corp. at closing.
(3)
Reflects the transfer of $389MM of net assets out of
BankAtlantic and into FAR. Includes cash in FAR of
$12MM as of 3/31/12.
(4)
Reflects the transfer of $140 MM in net loans and
REO out of BankAtlantic and into BBX Capital Asset
Management LLC (CAM). CAM cash of $67MM is
included in the Cash line item (see note (1)).
(5)
Reflects the BB&T assumption of the TruPS
obligation, including the TruPS Common Stock of
$10MM and the TruPS principal obligation of
$285MM. See note (1) related to the payment of the
TruPS deferred interest .
(6)
Reflects the establishment of BB&T Corp.’s preferred
interest in FAR of $285MM, as part of their TruPS
assumption.
(7)
Reflects BBX Capital’s gain on the sale transaction as
of 3/31/12, amounting to approximately the purchase
premium less other transaction related costs.
*
Presented as if the Transaction was consummated as
of March 31, 2012 and does not include the impact of
operations through ultimate consummation. |
 NYSE
BBX
8
Cash
from
Transaction
–
Pro
Forma
as
of
3/31/12
*
$ in 000’s
Pro Forma as of 3/31/12
Cash from BBX Capital Asset Management LLC (CAM) cash
flows
$
66,791 Cash from Deposit Premium, net of BankAtlantic’s Net Asset
Value
5,964
Total Cash Received in Transaction
$
72,755 Less:
Accrued TruPS interest
$ (45,481)
Legal
and
other
transaction
costs
–
estimated
(7,700)
Net Cash Received in Transaction
$
19,574 Pending Sale of BankAtlantic to BB&T
Pending Sale of BankAtlantic to BB&T
Pro Forma Cash from Transaction
Pro Forma Cash from Transaction
Note: BBX Capital’s ongoing cash flows in the near term will come from
continued monetizations and other cash flows from the BBX Capital Asset
Management LLC (CAM) and its existing assets in Bancorp Partners, as well
as its interest in the net cash flows from Florida Asset Resolution Group
LLC (FAR). * This Pro Forma Cash from Transaction is presented
as if the Transaction was consummated as of March 31, 2012, and does not
reflect the impact of operations, changes in deposits, or additional
interest, legal and other costs from March 31, 2012 through ultimate
consummation. Actual cash at consummation of the Transaction will be
less than this Pro Forma as of March 31, 2012 as a result of additional TruPS
interest and net losses through closing. |
 NYSE
BBX
9
Financial
Metrics
–
Pro
Forma
as
of
3/31/12
*
$ in 000’s
Net Cash Received in Transaction
$ 19,574
Trust Preferred Securities Outstanding Debt
$
0 Unencumbered Net Assets/Net Book Value at BBX
Capital Corp(excluding FAR)
$ 173,252
(1)
Net Assets in FAR
$ 388,761
Debt in FAR (at LIBOR + 200bp)
$ (285,375)
Net Book Value of FAR
$ 103,386
(2)
Consolidated Net Book Value (sum of (1) and (2) )
$ 276,638
Pending Sale of BankAtlantic to BB&T
Pending Sale of BankAtlantic to BB&T
Financial Metrics
Financial Metrics
Pro Forma Comparison as of 3/31/12 *
$ in 000’s
BankAtlantic Bancorp
Actual
BBX Capital Corp.
Pro Forma
Consolidated Net Book Value
$ (31,562)
$ 276,638
Consolidated Book Value Per Share
$ (2.01)
$ 17.62
* This Pro Forma Cash from Transaction is presented as if the Transaction was
consummated as of March 31, 2012, and does not reflect the impact of
operations, changes in deposits, or additional interest, legal and other costs
from March 31, 2012 through ultimate consummation. Actual cash at
consummation of the Transaction will be less than this Pro Forma as of March
31, 2012 as a result of additional TruPS interest and net losses through closing. |
 NYSE
BBX
-
BankAtlantic Bancorp will change its name to BBX Capital Corporation, and
anticipates being deregistered as a Savings & Loan Holding Company as
soon as possible post-closing
-
BBX Capital Corp. will continue as a public entity (BBX:NYSE) with the
same Board of Directors
-
BBX Capital Corp. plans to manage the assets it retains and engage in a
real estate investment and specialty finance business over time as assets
are monetized
-
Well positioned for a recovery in the Florida real estate market, with
substantially improved capital, increased liquidity and absence of regulatory
restrictions
-
Pro forma book value (based on March 31, 2012 balances) increases from
a deficit of ($32) million to $276.6 million, and on a per share
basis, from
($2.01) to $17.62
-
Note: The pro forma book value and per share amounts do not include the impact of
operations from March 31, 2012 through consummation of the transaction or
any post-consummation financial results of BBX Capital Corp.
Actual cash at consummation of the Transaction will be less than the Pro Forma as of March
31,
2012
as
a
result
of
additional
TruPS
interest
and
net
losses
through
closing.
10
BBX Capital Corp.
BBX Capital Corp.
Post Sale Transaction Operating Platform
Post Sale Transaction Operating Platform |
 NYSE
BBX
•
This presentation contains forward-looking statements based on current
expectations that involve a number of risks and uncertainties. All opinions,
forecasts, projections, future plans or other statements, other than statements
of historical fact, are forward-looking statements. The forward looking
statements in this presentation are also forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 and involve substantial risks and uncertainties.
Although the Company believes that the expectations contained in these
forward-looking statements are based on reasonable assumptions, there is
no assurance that expectations will be attained. Further, the Company does
not undertake, and specifically disclaims any obligation, to publicly
release any update or supplement to any forward-looking statements to reflect
the occurrence of anticipated or unanticipated events or circumstances after the
date of such statements. Actual results could differ materially as a result
of a variety of risks and uncertainties, many of which are outside of the
control of management. These risks and uncertainties include, but are not limited
to, those relating to the pending sale of BankAtlantic to BB&T,
including, without limitation: that the transaction may not be completed in the time
frame indicated, on anticipated terms, or at all; that BankAtlantic Bancorp’s
and/or BankAtlantic’s business or net asset values may be negatively
affected by the pendency of the proposed transaction or otherwise; that regulatory
approvals may not be received or may be subject to burdensome or
unacceptable conditions; that the Company
may receive less cash than projected in connection with the closing of the
transaction or be required to make a cash payment to BB&T in connection
with the closing; that the transaction may not otherwise be as advantageous
to the Company or its shareholders as expected; that the Company’s future
business plans may not be realized as anticipated, if at all; that the
Company’s Class A Common Stock may not meet the requirements for continued
listing on the NYSE; and that the assets retained by the Company
may not be monetized at the values currently
ascribed to them. In addition to the risks and factors identified above, reference
is also made to other risks and factors detailed in reports filed by the
Company with the Securities and Exchange Commission, including the
Company’s Annual Report on Form 10-K for the year ended December 31, 2011
and Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
The Company cautions that the foregoing factors are not exclusive. 11
BBX Capital Corp.
BBX Capital Corp.
Forward Looking Statement
Forward Looking Statement |