BFC Financial ends deal with Levitt

By Lisa Kerner

Charlotte, N.C., Aug. 15 - BFC Financial Corp. terminated its merger agreement with Levitt Corp., it was announced on Wednesday.

In a letter to Levitt's board, BFC chairman Alan B. Levan said BFC does not believe the closing conditions can be met. The letter was included in a form 8-K filing with the Securities and Exchange Commission.

Levan also cited the time and expense involved in Levitt's solicitation of votes and "adverse changes" in the company since January as reasons for ending the deal.

Levitt's board decided to proceed with a previously announced rights offering with participation by BFC. The rights offering provides up to $200 million of additional shares of the company's class A common stock.

In July, BFC extended the termination date of its merger agreement with Levitt to Oct. 1 from July 31.

Under the companies' Jan. 31 definitive merger agreement, BFC would make Levitt a wholly owned subsidiary in a transaction worth an estimated $286 million and expected to close during the second quarter of 2007. The agreement called for holders of Levitt's class A common stock to receive 2.27 shares of BFC class A common stock for each of their Levitt class A shares.

At the time of the merger announcement, BFC, a Fort Lauderdale, Fla.-based private investment firm, owned 17% of Levitt, consisting of all of Levitt's class B common stock and about 11% of the company's class A common stock.

Levitt is a homebuilding and real estate development company based in Fort Lauderdale, Fla.

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