UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~The ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): January 11, 2024~~1934

Date of Report (Date of earliest event reported): January 17, 2024

BLUEGREEN VACATIONS HOLDING CORPORATION

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Florida	001-09071	~~001-09071~~	59-2022148
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
4960 Conference Way North Suite 100
4960 Conference Way North, Suite 100, Boca Raton, Florida			33431
Boca Raton, Florida			33431
(Address of principal executive offices)			(Zip Code)
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: 561 -912-8000

Not applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $.01 par value		BVH		New York Stock Exchange

~~Indicate~~Check bythe ~~check~~appropriate ~~mark~~box ~~whether~~below if the ~~registrant~~Form is8-K anfiling ~~emerging~~is ~~growth~~intended ~~company~~to assimultaneously ~~defined~~satisfy inthe ~~Rule~~filing ~~405~~obligation of the ~~Securities~~registrant ~~Act~~under ofany ~~1933 (§ 230.405~~ of ~~this chapter) or Rule 12b-2 of~~ the ~~Securities~~following ~~Exchange~~provisions ~~Act~~(see ofGeneral ~~1934~~Instruction ~~(§ 240~~A.~~12b-~~2 ~~of this chapter)~~. below):

~~Emerging~~☐ ~~growth~~Written ~~company~~communications ☐pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

AAs ~~Special~~previously ~~Meeting~~disclosed, on November 5, 2023, Bluegreen Vacations Holding Corporation (the “Company”) entered into an Agreement and Plan of ~~Shareholders~~Merger (the “~~Special~~Merger ~~Meeting~~Agreement”) ofwith ~~Bluegreen~~Hilton Grand Vacations ~~Holding~~Inc. ~~Corporation~~(“HGV”) and Heat Merger Sub, Inc. (“Merger Sub”), an indirect wholly-owned subsidiary of HGV. On January 17, 2024, the merger contemplated by the Merger Agreement (the “~~Company~~Merger”) was ~~held~~completed onwhereby, ~~January~~in 11accordance with the terms of the Merger Agreement, ~~2024~~(i) Merger Sub merged with and into the Company, with the Company continuing as the surviving company of the Merger and becoming an indirect wholly-owned subsidiary of HGV, and (ii) each share of Class A Common Stock and Class B Common Stock of the Company outstanding at the effective time of the Merger (including each share subject to ~~consider~~a restricted stock award outstanding at the effective time of the Merger) was canceled and ~~vote~~converted ~~upon~~into the ~~following~~right ~~proposals:~~to receive $75.00 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”).

~~Proposal~~Item 1.02 ToTermination ~~approve the Agreement and Plan~~ of ~~Merger,~~a ~~dated~~Material asDefinitive ~~of November 5, 2023 (as it may be amended from time to time, the “Merger~~ Agreement~~”), by and among the Company, Hilton Grand Vacations Inc~~. (“HGV”) and Heat Merger Sub, Inc. (“Merger Sub”), an indirect wholly-owned subsidiary of HGV, and the transactions contemplated thereby, including the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving company of the Merger and becoming an indirect wholly-owned subsidiary of HGV, and each share of Class A Common Stock and Class B Common Stock of the Company outstanding at the effective time of the Merger being converted into the right to receive $75.00 in cash, without interest and less any applicable withholding taxes (the “Merger Agreement Proposal”).

~~Proposal~~On 2.January 17, To2024, ~~approve~~in connection with the completion of the Merger, onBluegreen Vacations Corporation, a ~~non~~wholly-~~binding~~owned ~~advisory~~subsidiary ~~basis~~of the Company, repaid in full all amounts outstanding under, and terminated, the ~~compensation~~following ~~that~~credit ~~may~~facilities: be(i) the ~~paid~~Third orAmended ~~become~~and ~~payable~~Restated toCredit Agreement, dated as of February 14, 2022, by and among Bluegreen Vacations Corporation, as borrower, the ~~Company’s~~direct ~~named~~and ~~executive~~indirect ~~officers~~subsidiaries ~~that~~of isthe ~~based~~borrower onparty orthereto ~~otherwise~~from ~~relates~~time to time, as guarantors, the ~~Merger~~various institutions party thereto from to time, as lenders, and Fifth Third Bank, National Association, as administrative agent and letter of credit issuer; (ii) the ~~“Advisory~~Second ~~Compensation~~Amended ~~Proposal”~~and Restated Receivables Loan Agreement, dated as of March 12, 2018, as amended, by and among Bluegreen Vacations Corporation, as borrower, and Liberty Bank, as lender and administrative and collateral agent; and (iii) the Loan and Security Agreement, dated October 4, 2022, by and among Bluegreen Vacations Corporation and Bluegreen Vacations Unlimited, Inc. (a wholly-owned subsidiary of Bluegreen Vacations Corporation), jointly and severally, as borrowers, the lenders party thereto, and Zions Bancorporation, N.A. (dba National Bank of Arizona), as administrative agent, arranger and bookrunner.

AsItem of the close of business on December 8, 2023, the record date for the Special Meeting, 13,387,599 shares of the Company’s Class A Common Stock and 3,650,184 shares of the Company’s Class B Common Stock were outstanding and, thus, were eligible to vote at the Special Meeting2.01 ~~The~~Completion ~~holders~~ of ~~the~~Acquisition ~~Company’s~~or ~~Class~~Disposition ~~A Common Stock and Class B Common Stock voted together as a single class on the Merger Agreement Proposal and the Advisory Compensation Proposal, with the holders~~ of the Company’s Class A Common Stock entitled to one vote per share of Class A Common Stock on each proposal and the holders of the Company’s Class B Common Stock entitled to 13 votes per share of Class B Common Stock on each proposalAssets. Accordingly, with respect to the combined vote of the holders of the Company’s Class A Common Stock and Class B Common Stock, a total of 60,839,991 votes was entitled to be cast on each proposal. In addition to the combined vote of the holders of the Company’s Class A Common Stock and Class B Common Stock, the holders of the Company’s Class B Common Stock were entitled to vote as a separate class on the Merger Agreement Proposal. For purposes of such separate class vote, each share of the Company’s Class B Common Stock was entitled to one vote per share.

~~Holders~~The ofinformation ~~shares~~set offorth ~~the~~in ~~Company’s Class A Common Stock and Class B Common Stock representing approximately 90.7 % of~~ the ~~total~~Introductory ~~number~~Note of ~~votes~~this ~~entitled~~Current toReport ~~be cast~~ on ~~each~~Form ~~proposal~~8-K atis ~~the~~incorporated ~~Special~~into ~~Meeting~~this byItem ~~the holders of the Company’s Class A Common Stock and Class B Common Stock, voting together as a single class, and holders of approximately 97~~2.101 ~~% of the shares of the Company’s Class B Common Stock outstanding as of the close of business on the record date for the Special Meeting were present virtually or~~ by ~~proxy at the Special Meeting, constituting a quorum to conduct business~~reference.

~~Approval~~As ofdescribed ~~the~~above, ~~Merger~~in ~~Agreement~~accordance ~~Proposal~~with ~~required~~ the ~~affirmative~~terms ~~vote~~ of ~~(i)~~the ~~holders~~Merger ofAgreement, ~~shares~~at of the ~~Company’s~~effective ~~Class~~time Aof ~~Common~~the ~~Stock~~Merger, ~~and~~(i) Merger ~~Class~~Sub Bmerged ~~Common~~with ~~Stock~~and ~~representing~~into athe ~~majority~~Company, ofwith the ~~total~~Company ~~number~~surviving ofthe ~~votes~~Merger ~~entitled~~and tobecoming bean ~~cast~~indirect onwholly-owned ~~the~~subsidiary ~~proposal~~of inHGV, ~~the~~and ~~aggregate~~(ii) each byshare ~~all holders~~ of ~~the Company’s~~ Class A Common Stock and Class B Common Stock, ~~voting~~of ~~together~~the asCompany aoutstanding ~~single~~at ~~class,~~the ~~and~~effective ~~(ii)~~time ~~holders~~ of athe ~~majority~~Merger of(including ~~the~~each ~~shares~~share ofsubject ~~the~~to ~~Company’s~~a ~~Class~~restricted Bstock ~~Common~~award ~~Stock~~ outstanding asat of the ~~close~~effective time of ~~business on~~ the ~~record~~Merger) ~~date~~was ~~for~~canceled ~~the~~and ~~Special~~converted ~~Meeting,~~into asthe aright ~~separate~~to ~~class.~~receive ~~Approval of~~ the ~~Advisory~~Merger ~~Compensation~~Consideration ~~Proposal required a greater number~~ of ~~votes~~$75.00 ~~cast~~in ~~for~~cash, ~~the~~without ~~proposal~~interest ~~than~~and ~~the~~less ~~number~~any ofapplicable ~~votes~~withholding ~~cast against the proposal~~taxes.

AtThe ~~the~~foregoing ~~Special~~description ~~Meeting,~~of ~~both~~ the Merger Agreement ~~Proposal~~ and the ~~Advisory~~transactions ~~Compensation~~contemplated ~~Proposal~~thereby ~~were~~does ~~approved~~not purport to be complete and is subject to, and qualified in its entirety by reference to, the ~~requisite~~Merger ~~vote~~Agreement, ofwhich was filed as Exhibit 2.1 to the Company’s ~~shareholders.~~Current ~~The~~Report ~~final~~on ~~voting~~Form ~~results~~8-K ~~for~~filed ~~each~~with ~~proposal~~the ~~are~~Securities ~~set~~and ~~forth~~Exchange ~~below~~Commission (the “SEC”) on November 9, 2023 and is incorporated herein by reference.

~~Proposal~~ 1: ~~Merger Agreement Proposal. The Merger Agreement Proposal was approved by the following votes:~~

~~Combined~~Item ~~Vote~~3.01 Notice of ~~the~~Delisting ~~Holders~~or ofFailure ~~the~~to ~~Company’s~~Satisfy ~~Class~~a AContinued ~~Common~~Listing ~~Stock~~Rule ~~and~~or ~~Class~~Standard; BTransfer ~~Common~~of ~~Stock~~Listing.

Votes For	Votes Against	Abstentions	BrokerNon-Votes
55,190,251	827	2,242	0

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

~~Separate~~On January 17, 2024, the Company notified the New York Stock Exchange (the “NYSE”), on which the Company’s Class A ~~Vote~~Common Stock was listed, and the Financial Industry Regulatory Authority (“FINRA”), which oversees the OTCQX, on which the Company’s Class B Common Stock was listed, of the ~~Holders~~consummation of the Merger. As a result, trading of the Company’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. The Company also requested that the NYSE file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Company’s Class A Common Stock from the NYSE and the deregistration of the Company’s Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting of the Class A Common Stock from the NYSE will be effective 10 days after the filing of the Form 25. Following the effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 requesting the termination of registration of the Company’s Class A Common Stock and Class B Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

Votes For	Votes Against	Abstentions	BrokerNon-Votes
3,544,439	2	0	0

Item 3.03

Material Modification to Rights of Security Holders.

~~Proposal~~The 2:information ~~Advisory~~set ~~Compensation~~forth ~~Proposal.~~in ~~The~~the ~~Advisory~~Introductory ~~Compensation~~Note ~~Proposal~~and ~~was~~in ~~approved~~Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on aForm ~~non~~8-~~binding,~~K ~~advisory~~is ~~basis,~~incorporated byinto ~~the~~this ~~following~~Item ~~vote:~~3.03 by reference.

Votes For	Votes Against	Abstentions	BrokerNon-Votes
52,481,575	2,665,207	46,538	0

Item 5.01

Change in Control of Registrant.

~~While~~The ~~shareholder~~information ~~approval of the Merger Agreement Proposal satisfies one of the conditions to closing the Merger, the completion of the Merger remains subject to certain other conditions~~ set forth in the ~~Merger~~Introductory ~~Agreement~~Note (aand ~~copy~~in ofItems ~~which is attached as Exhibit~~ 2.101 toand ~~the~~5.02 ~~Company’s~~of this Current Report on Form 8-K ~~filed~~is ~~with~~incorporated ~~the~~into ~~Securities~~this ~~and~~Item ~~Exchange~~5.01 Commission on November 9, 2023), including (i) no Material Adverse Effect (as defined in the Merger Agreement) with respect to the Company having occurred since the date of the Merger Agreement and continuing as of the closing, (ii) the absence of any law or order by a governmental authority that is in effect immediately prior to the effective time of the Merger and prohibits or makes illegal the consummation of the Merger, (iii) the accuracy of each party’s representations and warranties in the Merger Agreement (subject to certain materiality qualifiers set forth in the Merger Agreement) and (iv) each party’s compliance with its covenants and agreements contained in the Merger Agreement (subject to certain materiality qualifiers set forth in the Merger Agreement)reference.

~~The~~As ~~parties~~a ~~are~~result ~~continuing~~of ~~to work to complete~~ the ~~Merger~~completion ~~as promptly as practicable in accordance with the terms~~ of the Merger ~~Agreement and~~, asa ofchange ~~the~~in ~~date~~control of ~~this report, expect to complete~~ the ~~Merger~~Company ~~on January 17~~occurred, ~~2024,~~and ~~subject to~~ the ~~satisfaction~~Company ofbecame ~~customary~~an ~~closing~~indirect ~~conditions.~~wholly-owned ~~However,~~subsidiary ~~there~~of ~~is no assurance that the Merger will be completed when expected or at all~~HGV.

~~Forward-Looking~~Item ~~Statements~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~In ~~report~~accordance ~~contains~~with ~~forward-looking~~the ~~statements.~~terms ~~Forward-looking~~of ~~statements~~the ~~are~~Merger ~~based~~Agreement, onat ~~current~~the ~~information~~effective ~~and~~time ~~current expectations~~ of ~~management.~~the ~~Forward-looking statements are subject to substantial risks and uncertainties~~Merger, ~~many~~each of ~~which are beyond~~ the Company’s ~~control,~~directors ~~which~~(who ~~may~~were ~~cause~~Alan ~~actual~~B. ~~results~~Levan, toJohn ~~differ~~E. ~~materially~~Abdo, ~~from~~James ~~the~~R. ~~results~~Allmand, ~~expressed~~III, orNorman ~~implied by the forward-looking statements~~H. ~~These risks and uncertainties include~~Becker, ~~but~~Lawrence ~~are~~A. ~~not limited to~~Cirillo, ~~the~~Darwin ~~possibility that the conditions to closing the Merger may not be satisfied~~Dornbush, ~~risks~~Jarett ~~related~~S. ~~to the ability of each party to consummate the Merger~~Levan, ~~uncertainties~~Joel ~~as to the timing of the consummation of the Merger~~Levy, ~~the~~Mark ~~risk~~A. ~~that the Merger may not otherwise be consummated in accordance with the contemplated terms~~Nerenhausen, orWilliam ~~at all~~Nicholson, ~~potential~~Arnold ~~litigation relating to the Merger~~Sevell, ~~and~~Orlando ~~the~~Sharpe ~~risk that the pendency of the Merger~~ and ~~efforts~~Seth ~~with respect to the Merger may disrupt or otherwise adversely impact the Company’s business~~M. ~~Reference~~Wise) ~~is also made to the risks~~ and ~~uncertainties~~officers ~~detailed~~(including inAlan ~~reports~~B. ~~filed by the Company with the SEC~~Levan, ~~including the “Risk Factors” sections thereof~~Chairman, ~~which~~Chief ~~may~~Executive beOfficer ~~viewed on the SEC’s website at www.sec.gov~~ and onPresident, ~~the~~John ~~Company’s website at www~~E.~~bvhcorp.com.~~ ~~The~~Abdo, ~~Company~~Vice ~~cautions~~Chairman, ~~that~~Raymond ~~the foregoing factors are not exclusive~~S. ~~The~~Lopez, ~~Company~~Executive ~~does~~Vice ~~not~~President, ~~assume~~Chief ~~any~~Operating ~~obligation to update the forward-looking statements~~Officer, ~~including~~Chief toFinancial ~~reflect~~Officer ~~events~~and ~~that occur or circumstances that exist after the date hereof~~Treasurer, ~~except as required by law.~~

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, Mr. Wang became President of the Company, Mr. Corbin became Executive Vice President and Secretary of the Company, each of Mr. Mathewes and Gordon Gurnik became Senior Executive Vice President of the Company, and Carlos Hernandez became Senior Vice President of the Company. Set forth below is certain biographical information with respect to Messrs. Wang, Corbin, Mathewes, Gurnik and Hernandez.

Mark D. Wang, age 66, has served as a director of HGV since May 2016 and as President and Chief Executive Officer of HGV since January 2017.

Charles R. Corbin, age 67, has served as Executive Vice President, Chief Legal Officer, General Counsel and Secretary of HGV since November 2016.

Daniel J. Mathewes, age 49, has served as Senior Executive Vice President and Chief Financial Officer of HGV since August 2021 and was previously Executive Vice President and Chief Financial Officer of HGV from November 2018 to August 2021.

Gordon Gurnik, age 60, has served as Senior Executive Vice President and Chief Operating Officer of HGV since August 2021 and was previously Executive Vice President and Chief Operating Officer of HGV from December 2018 to August 2021.

Carlos Hernandez, age 56, has served as Senior Vice President and Chief Accounting Officer of HGV since August 2020.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, (i) the Company’s Amended and Restated Articles of Incorporation, as amended, were amended and restated in their entirety (as so amended and restated, the “Surviving Company’s Articles of Incorporation”) and (ii) the Bylaws of the Company, as amended, were amended and restated in their entirety (as so amended and restated, the “Surviving Company’s Bylaws”). Copies of the Surviving Company’s Articles of Incorporation and the Surviving Company’s Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated November 5, 2023, by and among Hilton Grand Vacations Inc., Heat Merger Sub, Inc., and Bluegreen Vacations Holding Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2023)

3.1		Second Amended and Restated Articles of Incorporation of Bluegreen Vacations Holding Corporation

3.2		Amended and Restated Bylaws of Bluegreen Vacations Holding Corporation

104		Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Bluegreen Vacations Holding Corporation
Date:	January 11, 2024	By:	/s/ Raymond S. Lopez
			Raymond S. LopezExecutive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

Date: January 17, 2024


Bluegreen Vacations Holding Corporation

By:		/s/ Charles R. Corbin
Name:		Charles R. Corbin
Title:		Executive Vice President and Secretary

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