As previously disclosed, BBX Capital, Inc. (the “Company”) entered into a Rights Agreement dated September 25, 2020, with American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”), pursuant to which the Company distributed one preferred share purchase right (each, a “Right”) in respect of each share of the Company’s Class A Common Stock and Class B Common Stock. Subject to the terms and conditions of the Rights Agreement, including certain exceptions set forth in the Rights Agreement, the Rights will become exercisable if a person becomes the Beneficial Owner of 5% or more of the outstanding shares of the Company’s Class A Common Stock, Class B Common Stock or total combined Common Stock without the approval of the Company’s Board of Directors. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Rights Agreement, a copy of which is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2020.
Upon the request of Angelo Gordon & Co., L.P., a shareholder of the Company which owned approximately 4.9% of the outstanding shares of the Company’s Class A Common Stock (the “Shareholder”), the Company’s Board of Directors granted approval for the Shareholder and its Related Persons to acquire additional shares of the Company’s Class A Common Stock to increase their collective Beneficial Ownership in the Company to up to a maximum of 9.9% of the total number of shares of the Company’s Class A Common Stock outstanding, without becoming an Acquiring Person under the Rights Agreement and triggering the exercisability of the Rights. As a condition to the Board’s approval, the Shareholder entered into a Standstill Agreement on terms reasonably satisfactory to the Company.