AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 to Tender Offer Statement on Schedule TO (this Amendment) amends the Tender Offer Statement on Schedule
TO filed by BBX Capital, Inc., a Florida corporation (the Company), with the Securities and Exchange Commission on May 25, 2021, as amended by Amendment No. 1 thereto filed with the Commission on June 11, 2021 (the
Schedule TO). The Schedule TO relates to the Companys offer to purchase up to 4,000,000 shares of its Class A Common Stock, par value $0.01 per share, together with the associated preferred share purchase rights (collectively,
the Shares), at a price of $6.75 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms and subject to the conditions set forth in the Companys Offer to Purchase, dated
May 25, 2021 (as amended or supplemented from time to time, the Offer to Purchase), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (as amended or supplemented from time
to time, the Letter of Transmittal), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(B) and which, collectively with the Offer to Purchase, constitute the Offer. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.
This Amendment is being filed to amend and
supplement the Items of the Schedule TO and the Offer to Purchase, in each case, as specifically set forth herein. The information which was previously filed with the Schedule TO, including the exhibits thereto, is hereby expressly incorporated by
reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged. You
should read this Amendment together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Items 4, 6 and 11
The Offer to Purchase and Items 4, 6 and 11 of the Schedule TO, to the extent such Items incorporate by reference the sections of the Offer to
Purchase referenced below, are hereby amended and supplemented as follows:
ITSUGAR Update
(1) As previously disclosed, on September 22, 2020, ItSugar, LLC and its subsidiaries (collectively, ITSUGAR)
filed voluntary petitions to reorganize under Chapter 11 of Title 11 of the U.S. Code in the U.S. Bankruptcy Court for the Southern District of Florida (the Bankruptcy Court). On June 16, 2021, the Bankruptcy Court entered an order
confirming ITSUGARs plan of reorganization, as modified by the confirmation order, which became effective on June 17, 2021. Accordingly, Section 2 of the Offer to Purchase (The Tender OfferPurpose of the Tender
Offer; Certain Effects of the Tender Offer; Other Plans) and Section 9 of the Offer to Purchase (The Tender Offer- Certain Information Concerning the Company) are amended and supplemented by adding the following disclosure
after the discussion of ITSUGAR and its bankruptcy proceedings in each such section:
On June 16, 2021, the Bankruptcy
Court entered an order confirming ITSUGARs plan of reorganization, as modified by the confirmation order (the Plan). The Plan became effective on June 17, 2021. Pursuant to the terms of the Plan, among other things, our
equity interests in ITSUGAR were revested on the Effective Date. As a result of the confirmation of the Plan and the revesting of our equity interests in ITSUGAR, we were deemed to have reacquired a controlling financial interest in
ITSUGAR and will consolidate the results of ITSUGAR into our consolidated financial statements from and after the date we
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