Hilton Grand Vacations Inc. (NYSE:HGV) entered into a definitive agreement to acquire Bluegreen Vacations Holding Corporation (NYSE:BVH) from a group of shareholders 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. Pror 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.

BofA Securities is acting as financial advisor and Alston & Bird LLP, Jonathan Corsico of Simpson Thacher & Bartlett LLP and Foley & Lardner LLP, are acting as legal counsel 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 to Bluegreen in the transaction.