SUMMARY TERM SHEET

On July 27, 2016, BFC Financial Corporation (“BFC”), BBX Merger Subsidiary LLC, a wholly owned subsidiary of BFC (“Merger Sub”), and BBX Capital Corporation (“BBX Capital”) entered into the Agreement and Plan of Merger (as amended on October 20, 2016, the “merger agreement”) that is described in this proxy statement/prospectus. Pursuant to the terms of the merger agreement and upon consummation of the merger contemplated thereby, BBX Capital will become a wholly owned subsidiary of BFC (the “merger”).

This summary, together with the section entitled “Questions and Answers About the Merger,” highlights selected information from this proxy statement/prospectus pertaining to the merger agreement and the merger. It may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the legal terms of the merger agreement, you should carefully read this entire proxy statement/prospectus, together with all the annexes hereto and the documents incorporated by reference herein. Page references have been included parenthetically to direct you to a more complete description of the topics presented in this summary.

The Parties to the Merger Agreement

BFC Financial Corporation (page 151)

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, FL 33301

(954) 940-4900

BFC is a Florida-based holding company whose principal holdings include an 82% equity interest in BBX Capital and a direct 54% equity interest in Woodbridge Holdings, LLC (“Woodbridge”), the parent company of Bluegreen Corporation (“Bluegreen”). Bluegreen is a sales, marketing and management company focused on the vacation ownership industry. As described below, BBX Capital, through an investment in Woodbridge, holds the remaining 46% equity interest in Bluegreen. Based on BFC’s 54% ownership interest in Woodbridge and BFC’s 82% ownership interest in BBX, BFC effectively has a 92% direct and indirect ownership interest in Bluegreen.

BFC owns shares of BBX Capital’s Class A Common Stock representing approximately 82% of the total number of outstanding shares of BBX Capital’s Class A Common Stock. BFC also owns 100% of the outstanding shares of BBX Capital’s Class B Common Stock. In the aggregate, the shares of BBX Capital’s Class A Common Stock and Class B Common Stock (collectively, “BBX Capital’s Common Stock”) owned by BFC represent an approximately 82% equity interest and 90% voting interest in BBX Capital. The shares of BBX Capital’s Common Stock owned by BFC will be canceled in connection with the merger.

BFC has two classes of publicly traded common stock. BFC’s Class A Common Stock trades on the OTCQB under the ticker symbol “BFCF.” BFC’s Class B Common Stock trades on the OTCQB under the ticker symbol “BFCFB.”

BBX Capital Corporation (page 145)

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, FL 33301

(954) 940-4000

BBX Capital is a Florida-based company involved in the ownership, financing, acquisition, development and management of real estate, including through real estate joint ventures, and acquisitions of, or investments in, middle market operating businesses. BBX Capital’s principal asset until July 31, 2012 was its ownership of BankAtlantic. BankAtlantic was a federal savings bank headquartered in Fort Lauderdale, Florida. On July 31,

2012, BBX Capital completed the sale to BB&T Corporation (“BB&T”) of all of the issued and outstanding shares of capital stock of BankAtlantic (the “BankAtlantic Sale”). The principal assets of BBX Capital currently consist of its 46% interest in Woodbridge, investments in real estate joint ventures, and legacy loans and real estate transferred to BBX Capital in connection with the BankAtlantic Sale.

BBX Capital’s Class A Common Stock trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol “BBX.”

BBX Merger Subsidiary LLC (page 151)

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, FL 33301

(954) 940-4900

Merger Sub is a wholly owned subsidiary of BFC that was formed solely in contemplation of and for the purpose of the proposed merger with BBX Capital.

The Merger (page 107)

BFC, Merger Sub and BBX Capital are parties to the merger agreement, which is the legal document governing the merger. Subject to the terms and conditions of the merger agreement, BBX Capital will be merged with and into Merger Sub, and Merger Sub will continue as the surviving company of the merger (the “surviving company”) and a wholly owned subsidiary of BFC.

Upon completion of the merger, BBX Capital’s separate corporate existence will cease and its Class A Common Stock will no longer be publicly traded. The merger agreement is included as Annex A to this proxy statement/prospectus. You are encouraged to read the entire merger agreement carefully.

The Merger Consideration (page 107)

Pursuant to the terms of the merger agreement, BBX Capital’s shareholders (other than BFC and shareholders who assert and exercise their appraisal rights in accordance with the Florida Business Corporation Act) will have the right to receive, in exchange for each share of BBX Capital’s Class A Common Stock that they own at the effective time of the merger, at their election, $20.00 in cash, without interest (the “cash consideration”), or 5.4 shares of BFC’s Class A Common Stock (the “stock consideration”). The exchange ratio contemplated by the merger agreement of 5.4 shares of BFC’s Class A Common Stock for each share of BBX Capital’s Class A Common Stock is sometimes hereinafter referred to as the “exchange ratio.” The cash consideration and the stock consideration are together referred to herein as the “merger consideration.” BBX Capital’s shareholders may specify different elections for different shares of BBX Capital’s Class A Common Stock that they own. Accordingly, BBX Capital’s shareholders may receive all stock consideration, all cash consideration, or a mix of stock and cash consideration in exchange for their shares. BFC will not issue fractional shares of its Class A Common Stock in the merger, but instead, the aggregate number of shares of BFC’s Class A Common Stock to which each shareholder of BBX Capital who elects to receive stock consideration will be entitled will be rounded up to the next largest whole share. A BBX Capital shareholder who fails to make a timely and valid election as to the form of consideration that it wishes to receive in exchange for its shares will be deemed to have made an election to receive solely cash consideration for such shares.

The merger agreement was entered into following the close of trading on July 27, 2016 and publicly announced prior to the opening of trading on July 28, 2016. On July 27, 2016, the closing price of BFC’s Class A Common Stock was $2.84 per share, and the closing price of BBX Capital’s Class A Common Stock was $15.73 per share. On November 3, 2016, the last trading day prior to the date of this proxy statement/prospectus, the

closing price of BFC’s Class A Common Stock was $3.78 per share, and the closing price of BBX Capital’s Class A Common Stock was $20.07 per share. Shareholders of BBX Capital may wish to obtain current market quotations prior to voting on the merger agreement and making an election as to the form of merger consideration that they wish to receive.

As has become typical in most public company merger and acquisition transactions, an action seeking to establish a class of BBX Capital’s shareholders has been filed. The action challenges the fairness of the merger and the procedures employed to determine the terms of the merger. The companies have also received letters threatening additional litigation, and the merger may be subject to additional lawsuits in the future. A shareholder who believes that the merger consideration is unfair or inadequate or that the process used to arrive at it was improper should exercise appraisal rights by following the procedures discussed in the “Appraisal Rights” section of this proxy statement/prospectus, pursuant to which such shareholders will be entitled to receive a cash payment in an amount equal to the “fair value” of their shares as determined in accordance with the appraisal rights statutes of the Florida Business Corporation Act. Because, unless waived by BFC, BFC’s obligation to consummate the merger is conditioned upon holders of not more than 150,000 shares of BBX Capital’s Class A Common Stock duly and validly exercising appraisal rights, or remaining entitled to exercise appraisal rights immediately prior to the effective time of the merger, BFC will be relying on the number of shares of BBX Capital’s Class A Common Stock as to which appraisal rights are exercised in determining whether to terminate the merger agreement or consummate the merger. In addition, based on Florida’s appraisal rights statutes as well as principles of waiver and estoppel, BFC and BBX Capital intend to take the position with respect to any lawsuits seeking recovery outside of the appraisal rights process that any shareholder who either (i) votes for the merger agreement, (ii) does not exercise appraisal rights or (iii) accepts merger consideration pursuant to the merger agreement, whether cash, stock or a combination of cash and stock, and whether by making a valid election or by exchanging any of such shareholder’s stock certificates for merger consideration, will have waived and relinquished all claims arising out of or relating to the consideration provided to BBX Capital’s shareholders under the merger agreement and be barred from seeking recovery of other consideration. BFC and BBX Capital intend to take this position even if a shareholder does not execute and deliver the Waiver and Release described below.

In addition, due to the costs and uncertainty involved in litigation and the potential negative impact that an adverse judgment in any class action lawsuit challenging the merger could have on the combined company, BFC and BBX Capital mutually agreed, pursuant to a letter agreement, dated October 20, 2016, amending the merger agreement that, unless waived by the companies, it will be an additional condition to closing the merger that (i) any litigation or threatened litigation against the companies or their affiliates relating to the merger shall be resolved to the satisfaction of BFC and BBX Capital or (ii) unaffiliated holders of at least 2,250,000 shares of BBX Capital’s Class A Common Stock shall execute and deliver to BBX Capital a waiver and release (the “Waiver and Release”) irrevocably (a) waiving the right to participate in, or receive any proceeds from, any shareholder class action lawsuit relating to the merger and (b) releasing and discharging BFC, BBX Capital, Merger Sub, the Surviving Company and each of their respective officers, directors, employees, members, managers and other affiliates from any and all claims, demands, controversies, causes of action, obligations, liabilities, costs, expenses, fees and damages (collectively, “Claims”) arising out of the merger agreement other than in connection with the exercise of appraisal rights in respect of the merger or any failure to pay or issue to the shareholder the stock and/or cash consideration to which the shareholder is entitled pursuant to the terms of the merger agreement. BBX Capital intends to seek such Waivers and Releases under separate cover.

Financing of the Merger (page 71)

BFC expects to fund the cash consideration which may be payable to BBX Capital’s shareholders in the merger, which may total up to approximately $61.5 million, with a combination of cash on hand and cash available to BFC from its subsidiaries, including Bluegreen and BBX Capital. As of June 30, 2016, BFC and its

subsidiaries which are currently wholly owned by BFC or would be wholly owned by BFC following consummation of the merger, including Bluegreen and BBX Capital, had total cash on hand of approximately $225.2 million. However, unrelated to the funding of the merger, BFC may consider pursuing financing transactions with affiliated entities as well as third party lenders now or in the future. The merger is not subject to a financing condition.

Treatment of BBX Capital Restricted Stock Units and Stock Options (page 108)

Pursuant to the terms of the merger agreement, BFC will assume BBX Capital’s 2005 Restricted Stock and Option Plan, as amended, BBX Capital’s Amended and Restated 2001 Stock Option Plan, as amended, and BBX Capital’s 2014 Stock Incentive Plan, as amended (collectively, the “BBX Capital Equity Compensation Plans”). In addition, options to acquire shares of BBX Capital’s Class A Common Stock and restricted stock units of BBX Capital’s Class A Common Stock granted under the BBX Capital Equity Compensation Plans and outstanding at the effective time of the merger will be converted automatically into options to purchase shares of BFC’s Class A Common Stock or restricted stock units of BFC’s Class A Common Stock, as applicable, and be subject to the same terms and conditions as in effect at the effective time of the merger; provided, however, that (i) the number of shares which may be purchased upon exercise of the options, and the number of shares subject to the restricted stock units, will be multiplied by the exchange ratio in the merger, and (ii) the exercise price of the options will be divided by the exchange ratio in the merger.

Conditions to Consummation of the Merger (page 111)

Consummation of the merger is subject to a number of conditions, including, without limitation, the following:

Notwithstanding the foregoing, to the extent permitted by applicable law or the merger agreement, the board of directors of either BFC or BBX Capital may choose to waive any of the conditions to consummation of the merger and choose to proceed to closing notwithstanding the fact that any such condition has not been fulfilled. Neither of the required shareholder approvals of BBX Capital may be waived.

As described above, the merger is not subject to a financing condition.

Ownership of BFC Following the Merger (page 73)

Based on the number of outstanding shares of BBX Capital’s Class A Common Stock (other than shares owned by BFC) and BFC’s Class A Common Stock and Class B Common Stock as of the date of this proxy statement/prospectus, it is estimated that BBX Capital’s shareholders immediately prior to the merger may own up to approximately 19% of the outstanding shares of BFC’s Class A Common Stock immediately following the merger and up to 16% of the total outstanding common equity of BFC immediately following the merger. However, the actual percentage of BFC’s Class A Common Stock and total common equity held by BBX Capital’s shareholders immediately following the merger will depend on the elections made by BBX Capital’s shareholders as to the form of consideration that they wish to receive in the merger and the number of shares of BBX Capital’s Class A Common Stock as to which appraisal rights are exercised in connection with the merger. Shares of BFC’s Class A Common Stock and Class B Common Stock represent, in the aggregate, 22% and 78%, respectively, of the general voting power of BFC.

Operations of BBX Capital and BFC Prior to and After the Effective Time of the Merger (page 71)

Both BBX Capital and BFC expect to, and have agreed in the merger agreement to, conduct their respective businesses prior to the effective time of the merger in the usual and ordinary course, consistent with their existing business and investment strategies and operational plans. It is also expected that, following the merger, BFC and BBX Capital (as a wholly owned subsidiary of BFC) will continue to conduct their respective businesses in substantially the same way as currently conducted.

Board of Directors and Executive Officers of BFC Following the Merger (page 72)

BFC’s board of directors is currently comprised of the following nine directors: Jarett S. Levan, John E. Abdo, Darwin Dornbush, Oscar Holzmann, Alan J. Levy, Joel Levy, William Nicholson, Neil Sterling and Seth M. Wise. Each of these directors is expected to continue to serve as director of BFC following the merger. Additionally, pursuant to the merger agreement, BFC has agreed to offer the directors of BBX Capital who are not also directors of BFC the opportunity to join the board of directors of BFC at the effective time of the merger. Norman H. Becker, Steven M. Coldren, Willis N. Holcombe, Anthony P. Segreto and Charlie C. Winningham, II currently serve as directors of BBX Capital but do not also serve on BFC’s board of directors.

The executive officers of BFC in office immediately prior to the effective time of the merger are currently expected to continue to hold the same positions at BFC upon completion of the merger. As of the date of this proxy statement/prospectus, the executive officers of BFC are Jarett S. Levan, Acting Chairman, Chief Executive Officer and President, John E. Abdo, Vice Chairman, Seth M. Wise, Executive Vice President, and Raymond S. Lopez, Executive Vice President, Chief Financial Officer and Chief Accounting Officer.

In addition, it is expected that Alan B. Levan, the former Chairman, Chief Executive Officer and President of BFC, will rejoin BFC’s board of directors and be appointed BFC’s Chairman, Chief Executive Officer and President based on the Eleventh Circuit Court of Appeals’ reversal on September 28, 2016 of the lower court’s judgment in the action brought by the SEC against BBX Capital and Mr. Alan Levan. See the section of this proxy statement/prospectus entitled “Information About BBX Capital—Certain Proceedings” for additional

information regarding the SEC action brought against BBX Capital and Mr. Alan Levan. If Mr. Alan Levan is reappointed to such positions, it is expected that Mr. Jarett Levan will continue to serve BFC as a director and Executive Vice President.

The BBX Capital Special Meeting (page 102)

BBX Capital will hold a special meeting of its shareholders at the Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301 on December 15, 2016, at 11:00 a.m., local time. At the BBX Capital special meeting, record holders of BBX Capital’s Class A Common Stock and record holders of BBX Capital’s Class B Common Stock as of the close of business on October 28, 2016 (the “record date”) will be asked to consider and vote upon the merger agreement. As of the close of business on the record date, 16,483,866 shares of BBX Capital’s Class A Common Stock and 195,045 shares of BBX Capital’s Class B Common Stock were outstanding and will be eligible to vote at the BBX Capital special meeting.

Holders of BBX Capital’s Class A Common Stock and Class B Common Stock will vote as one class on the merger agreement. Holders of BBX Capital’s Class A Common Stock will be entitled to one vote per share on the merger agreement and, with respect to the combined vote of BBX Capital’s Class A Common Stock and Class B Common Stock on the merger agreement, all holders of BBX Capital’s Class A Common Stock will have in the aggregate 53% of the general voting power. The number of votes represented by each share of BBX Capital’s Class B Common Stock, which represents in the aggregate 47% of the general voting power, is calculated in accordance with BBX Capital’s Restated Articles of Incorporation. At the BBX Capital special meeting, each outstanding share of BBX Capital’s Class B Common Stock will be entitled to 74.95 votes on the merger agreement. As previously described, BFC holds shares of BBX Capital’s Class A Common Stock and Class B Common Stock representing an approximately 90% voting interest in BBX Capital. BFC has agreed in the merger agreement to vote all of the shares of BBX Capital’s Class A Common Stock and Class B Common Stock that it owns in favor of the merger agreement. Accordingly, assuming BFC votes its shares as agreed, approval of the merger agreement with respect to the combined vote of the holders of BBX Capital’s Class A Common Stock and Class B Common Stock is assured.

In addition to the combined vote of the holders of BBX Capital’s Class A Common Stock and Class B Common Stock, under the terms of the merger agreement, approval of the merger agreement also requires the affirmative vote of holders of a majority of the shares of BBX Capital’s Class A Common Stock voted on the merger agreement, excluding the shares voted by BFC and its affiliates.

The presence at the BBX Capital special meeting, in person or by proxy, of the holders of shares representing a majority of the aggregate voting power of BBX Capital’s Class A Common Stock and Class B Common Stock outstanding as of the close of business on the record date will constitute a quorum, permitting the conduct of business at the BBX Capital special meeting.

Recommendations of BBX Capital’s Special Committee and Board of Directors (page 42)

A special committee comprised solely of independent directors of BBX Capital (“BBX Capital’s special committee”) was formed and designated to, among other things and with the assistance of its legal and financial advisors, negotiate, review and evaluate the terms and conditions of, and determine the advisability of, the merger agreement. After such negotiation, review and evaluation, as well as consideration of the opinion of its financial advisor, Hovde Group, LLC (“Hovde”), BBX Capital’s special committee determined that the merger agreement is advisable, fair to and in the best interest of BBX Capital’s shareholders other than BFC and its affiliates (“BBX Capital’s unaffiliated shareholders”). On the basis of such determination, BBX Capital’s special committee recommended that the full board of directors of BBX Capital approve, and recommend to the shareholders of BBX Capital that they approve, the merger agreement.

After evaluation and consideration of the merger agreement, the recommendation of BBX Capital’s special committee and the opinion of Hovde, the board of directors of BBX Capital determined that the merger is advisable, substantively and procedurally fair to, and in the best interest of, BBX Capital’s unaffiliated shareholders. Accordingly, the board of directors of BBX Capital approved the merger agreement and recommends that BBX Capital’s shareholders vote “FOR” the approval of the merger agreement.

To review the background of, and BBX Capital’s reasons for, the merger, see, in particular, the sections of this proxy statement/prospectus entitled “Special Factors—Background of the Merger” and “Special Factors—Recommendation of BBX Capital’s Special Committee and Board of Directors; Their Reasons for the Merger; Fairness of the Merger.”

Opinion of the Financial Advisor to BBX Capital’s Special Committee (page 48)

Among other factors considered in deciding whether to approve the merger agreement, BBX Capital’s special committee and board of directors considered the opinion of the special committee’s financial advisor, Hovde, dated July 27, 2016, which is the date on which BBX Capital’s special committee and board of directors approved the merger agreement, that based on and subject to the considerations, limitations, and qualifications contained in its opinion, the merger consideration issuable or payable in connection with the merger was fair, from a financial point of view, to BBX Capital’s unaffiliated shareholders. Hovde’s opinion is included as Annex B to this proxy statement/prospectus and is incorporated herein by reference. You should read Hovde’s opinion completely to understand the assumptions made, matters considered and limitations of the review undertaken by Hovde in providing its opinion.

Interests of Certain Persons in the Merger (page 73)

In considering the recommendations of BBX Capital’s special committee and board of directors, shareholders of BBX Capital should be aware that some of the executive officers and directors of BBX Capital have interests in the merger that may differ from, or may be in addition to, the interests of BBX Capital’s shareholders generally. These interests include that:

BBX Capital’s special committee and board of directors were aware of these interests and considered them, among other matters, prior to providing their respective approvals and recommendations with respect to the merger agreement.

Limitation on the Solicitation, Negotiation and Discussion of Other Acquisition Proposals (page 117)

The merger agreement contains restrictions on the ability of BBX Capital to, among other things, solicit, negotiate and discuss with third parties other proposals relating to the acquisition of BBX Capital.

Notwithstanding these restrictions, if at any time prior to BBX Capital receiving the approval of its shareholders required to consummate the merger, BBX Capital’s special committee or board of directors receives an unsolicited, bona fide written acquisition proposal not in violation of the “no solicitation” provisions of the merger agreement and BBX Capital’s special committee or board of directors reasonably determines in good faith, after consultation with their respective financial, legal and other professional advisors, that such proposal will result in, or is reasonably expected to result in, a more favorable proposal to BBX Capital’s shareholders from a financial point of view than the merger or other revised proposal submitted by BFC and is reasonably capable of being consummated on the terms proposed (a “superior proposal”), then, after receiving the advice of outside counsel that it may be necessary to take such actions to comply with its fiduciary duties under applicable law, BBX Capital may (i) furnish information about its business to the person making such superior proposal and (ii)  participate in discussions or negotiations regarding such proposal with the person making such superior proposal.

Change of the Recommendation of the Board of Directors of BBX Capital (page 119)

The merger agreement provides that the board of directors of BBX Capital may withhold, withdraw, modify or change its recommendation of the advisability of the merger agreement or approve or recommend any other acquisition or similar proposal only if, at any time prior to BBX Capital receiving the approval of its shareholders

required to consummate the merger, a superior proposal was received without violation of the “no solicitation” provisions of the merger agreement and BBX Capital’s special committee or board of directors determines in good faith and after consultation with their financial advisors and legal counsel that the failure to take such action would be inconsistent with their fiduciary duties under applicable law.

Provided BBX Capital complies with the provisions of the merger agreement described above, BBX Capital will not be required to pay a fee to BFC if the merger agreement is terminated as a result of BBX Capital’s special committee or board of directors approving or recommending a “superior proposal” or withholding or withdrawing its recommendation of the merger agreement.

The Purchaser Group (page 60)

As previously described, BFC owns shares of BBX Capital’s Common Stock representing an approximately 82% equity interest and 90% voting interest in BBX Capital. BFC and Merger Sub, a wholly owned subsidiary of BFC, are parties to the merger agreement pursuant to which BBX Capital will merge with and into Merger Sub, and Merger Sub will continue as the surviving company of the merger and a wholly owned subsidiary of BFC. John E. Abdo, who serves as Vice Chairman of BFC and BBX Capital, and Alan B. Levan, who serves in a non-executive capacity as Founder and strategic advisor to the boards of both BFC and BBX Capital and is the former Chairman, Chief Executive Officer and President of BFC and the former Chairman and Chief Executive Officer of BBX Capital, may be deemed to control BFC by virtue of their collective ownership of shares of BFC’s Class A Common Stock and Class B Common Stock representing approximately 76% of the total voting power of such stock. Jarett S. Levan is the son of Mr. Alan Levan and is the Acting Chairman, Chief Executive Officer and President of BFC and the President and Acting Chairman and Chief Executive Officer of BBX Capital. Seth M. Wise is a director and Executive Vice President of BFC and Executive Vice President of BBX Capital. Raymond S. Lopez is Executive Vice President, Chief Financial Officer and Chief Accounting Officer of BFC and Executive Vice President and Chief Financial Officer of BBX Capital. Based on the foregoing, each of BFC, Merger Sub, John E. Abdo, Alan B. Levan, Jarett S. Levan, Seth M. Wise and Raymond S. Lopez (collectively, the “Purchaser Group”) is deemed to be an affiliate of BBX Capital under applicable SEC rules and regulations governing “going-private” transactions. In addition, each of them is deemed to be “engaged” in the transaction under applicable SEC rules and regulations. As a result, the members of the Purchaser Group are required to make certain statements in this proxy statement/prospectus for the purpose of complying with the requirements of Rule 13e-3 and related rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Position of Purchaser Group Regarding the Fairness of the Merger (page 61)

As discussed in further detail in the section entitled “Special Factors—Position of the Purchaser Group Regarding the Fairness of the Merger,” the members of the Purchaser Group believe that the merger is fair to BBX Capital’s unaffiliated shareholders.

No “Golden Parachute” Compensation (page 76)

Neither BFC nor BBX Capital has any arrangement or understanding with its or the other company’s “named executive officers” (as defined under Item 402 of Regulation S-K of the SEC) concerning any type of compensation that is based on or otherwise relates to the merger. Further, each of BBX Capital’s executive officers, as well as Mr. Alan Levan, has delivered a letter to BBX Capital pursuant to which he (i) confirmed that neither the merger nor any of the other transactions contemplated by the merger agreement would be deemed to constitute a “Change in Control” under his employment agreement with BBX Capital and (ii) expressly waived any rights under his employment agreement with BBX Capital that might be triggered in the event that a “Change in Control” was deemed to have occurred either due to the consummation of the merger or other

transactions contemplated by the merger agreement. As a result, the advisory shareholder vote relating to “golden parachute compensation” otherwise required by Item 402(t) of Regulation S-K of the SEC is not applicable to the merger.

Regulatory Matters (page 82)

Neither BFC nor BBX Capital is aware of any regulatory approvals or filings required for the completion of the merger other than the filing of this proxy statement/prospectus with the SEC and BFC’s compliance with applicable federal and state securities laws in connection with the issuance of shares of BFC’s Class A Common Stock in the merger.

Delisting and Deregistration of BBX Capital’s Class A Common Stock (page 73)

If the merger is consummated, all of the shares of BBX Capital’s Class A Common Stock and Class B Common Stock will be canceled and BBX Capital’s Class A Common Stock will be delisted from the NYSE. Following the merger, BBX Capital’s Class A Common Stock will also be deregistered under the Exchange Act and cease to be publicly traded.

Resale of BFC’s Class A Common Stock (page 73)

The shares of BFC’s Class A Common Stock issued to holders of BBX Capital’s Class A Common Stock who elect to receive stock consideration in connection with the merger will not be subject to any restrictions on transfer arising under the Securities Act of 1933, as amended (the “Securities Act”), except for shares issued to any BBX Capital shareholder who may be deemed to be an affiliate of BFC for purposes of Rule 144 under the Securities Act after the completion of the merger.

Exemption of Merger from Operation of Rights Agreements (page 78)

Both BBX Capital and BFC have in place rights agreements which were adopted in an effort to preserve the respective company’s ability to utilize its net operating loss carryforwards to offset future taxable income. The rights agreements were designed to prevent BBX Capital or BFC, as the case may be, from experiencing an “ownership change” for purposes of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), by causing substantial dilution to any person or group that, without the approval of the respective company’s board of directors, acquires beneficial ownership of (i) in the case of BFC, shares of BFC’s Class A Common Stock or Class B Common Stock, which together with all other shares owned by the person or group, represents 5% or more of the outstanding shares of BFC’s Class A Common Stock and Class B Common Stock, and (ii) in the case of BBX Capital, shares of BBX Capital’s Class A Common Stock, which together with all other shares owned by the person or group, represents 5% or more of the outstanding shares of BBX Capital’s Class A Common Stock. Prior to entering into the merger agreement, both BBX Capital and BFC took steps to exempt the merger and other transactions contemplated by the merger agreement from the operation of their respective rights agreements.

Each share of BFC’s Class A Common Stock issued in the merger will include an associated preferred share purchase right under BFC’s rights agreement. See the sections of this proxy statement/prospectus entitled “Description of BFC’s Capital Stock” and “Comparison of Rights of Common Shareholders of BFC and BBX Capital” for additional information regarding BFC’s rights agreement and preferred share purchase rights.

Comparison of Rights of Common Shareholders of BFC and BBX Capital (page 133)

BBX Capital’s shareholders’ rights are currently governed by BBX Capital’s Restated Articles of Incorporation and BBX Capital’s Amended and Restated Bylaws, in each case as amended. Upon consummation

of the merger, BBX Capital’s shareholders who receive stock consideration in the merger will become holders of BFC’s Class A Common Stock, and their rights will be governed by BFC’s Amended and Restated Articles of Incorporation and BFC’s Bylaws, in each case as amended. In addition, both BBX Capital and BFC are Florida corporations and, therefore, the rights of BBX Capital’s shareholders who receive shares of BFC’s Class A Common Stock in the merger will continue to be governed by the Florida Business Corporation Act.

Appraisal Rights (page 122)

Under the Florida Business Corporation Act, BBX Capital’s shareholders who do not vote, or cause or permit to be voted, any of their shares of BBX Capital’s Class A Common Stock in favor of the merger agreement and who properly exercise their appraisal rights with respect to the merger will be entitled to receive a cash payment equal to the “fair value” of their shares as determined in accordance with the Florida Business Corporation Act. Pursuant to the Florida Business Corporation Act, “fair value” of the shares of BBX Capital’s Class A Common Stock held by a BBX Capital shareholder exercising appraisal rights means the value of such shares immediately before the effective time of the merger excluding any appreciation or depreciation in anticipation of the merger (unless exclusion would be inequitable) and could be more than, less than or equal to $20.00 or the value of the shares of BFC’s Class A Common Stock that the shareholder would otherwise have been entitled to receive in connection with the merger. Merely voting against the approval of the merger agreement will not serve to assert the appraisal rights of a BBX Capital shareholder under the Florida Business Corporation Act. In addition, a proxy submitted by a BBX Capital shareholder not marked “Against” or “Abstain” with respect to the vote on the merger agreement will be voted “For” the approval of the merger agreement and, accordingly, will result in the waiver and relinquishment of such shareholder’s appraisal rights. In addition to not voting, or causing or permitting to be voted, any of their shares of BBX Capital’s Class A Common Stock in favor of the merger, BBX Capital’s shareholders who wish to exercise appraisal rights must comply with the other requirements under the Florida Business Corporation Act for exercising and perfecting appraisal rights. These requirements include, among others, that the shareholder deliver to BBX Capital, before the vote on the merger agreement is taken at the BBX Capital special meeting, written notice of the shareholder’s intent to demand payment for his, her or its shares of BBX Capital’s Class A Common Stock if the merger is completed. This written notice must be delivered either in person or by mail (certified mail, return receipt requested, being the recommended form of transmittal) to BBX Capital Corporation, 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary. Florida’s appraisal rights statutes are described in the section of this proxy statement/prospectus entitled “Appraisal Rights” beginning on page 122 and are set forth in full in Annex D to this proxy statement/prospectus. You are encouraged to read these provisions carefully and in their entirety. A dissenting shareholder’s receipt of cash in exchange for his, her or its shares of BBX Capital’s Class A Common Stock pursuant to the appraisal rights process will be a taxable transaction to such shareholder.

Unless waived by BFC, BFC’s obligation to consummate the merger is conditioned upon holders of not more than 150,000 shares of BBX Capital’s Class A Common Stock duly and validly exercising, or remaining entitled to exercise immediately prior to the effective time of the merger, appraisal rights in accordance with the Florida Business Corporation Act. Accordingly, BFC will be relying on the number of shares of BBX Capital’s Class A Common Stock as to which appraisal rights are exercised in determining whether to terminate the merger agreement or consummate the merger.

Based on Florida’s appraisal rights statutes as well as principles of waiver and estoppel, BFC and BBX Capital intend to take the position with respect to any lawsuits seeking recovery outside of the appraisal rights process that any shareholder who either (i) votes for the approval of the merger agreement, (ii) does not exercise appraisal rights or (iii) accepts merger consideration pursuant to the merger agreement, whether cash, stock or a combination of cash and stock, and whether by making a valid election or by exchanging any of such shareholder’s stock certificates for merger consideration, will have waived and relinquished all claims arising out

of or relating to the consideration provided to BBX Capital’s shareholders under the merger agreement and be barred from seeking recovery of other consideration.

Unlike BBX Capital’s shareholders, BFC’s shareholders are not entitled to appraisal rights in connection with the merger.

Risks (page 86)

In evaluating the merger, you should carefully read this proxy statement/prospectus in its entirety, including all of the annexes hereto, and the information incorporated by reference herein. You should especially consider the factors discussed in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 86 and the “Risk Factors” sections of the documents incorporated by reference into this proxy statement/prospectus.

Material United States Federal Income Tax Consequences (page 78)

It is anticipated that the merger will qualify as a “reorganization” under Section 368(a) of the Code. The specific tax consequences of the merger to a BBX Capital shareholder will depend upon the form of merger consideration such BBX Capital shareholder receives in the merger. A shareholder of BBX Capital that receives solely shares of BFC’s Class A Common Stock in the merger will generally not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such shareholder’s shares of BBX Capital’s Class A Common Stock for shares of BFC’s Class A Common Stock pursuant to the merger agreement, and the tax basis in the shares of BFC’s Class A Common Stock received will be equal to such shareholder’s then-current tax basis in the shares of BBX Capital’s Class A Common Stock exchanged for the shares of BFC’s Class A Common Stock.

BBX Capital’s shareholders that receive solely cash consideration will generally recognize gain or loss equal to the difference between the amount of cash they receive and their cost basis in their shares of BBX Capital’s Class A Common Stock.

BBX Capital’s shareholders that receive a combination of cash consideration and stock consideration in the merger may recognize gain, but will not recognize loss, upon the exchange of their shares of BBX Capital’s Class A Common Stock. If the sum of the fair market value of BFC’s Class A Common Stock and the amount of cash received by a BBX Capital shareholder exceeds the cost basis of such shareholder’s shares of BBX Capital’s Class A Common Stock, then such BBX Capital shareholder will recognize taxable gain equal to the lesser of the amount of such excess or the amount of cash they receive in the exchange. Generally, any gain recognized upon the exchange will be a capital gain, and any such capital gain will be a long-term capital gain if they have established a holding period of more than one year for the shares of BBX Capital’s Class A Common Stock. Depending on certain facts specific to each BBX Capital shareholder, any gain could instead be characterized as ordinary dividend income.

It is a condition to consummating the merger that Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (“Stearns Weaver”) issue an opinion to BFC and BBX Capital as of the effective date of the merger to the effect that the merger should qualify as a “reorganization” under Section 368(a) of the Code and that BFC and BBX Capital will each be a party to that “reorganization” under Section 368(b) of the Code.

As previously described, BBX Capital’s shareholders are entitled to pursue appraisal rights in connection with the merger pursuant to which they may receive a cash payment in an amount equal to the “fair value” of their shares (as determined in accordance with the Florida Business Corporation Act). A dissenting shareholder’s receipt of cash in exchange for his, her or its shares of BBX Capital’s Class A Common Stock pursuant to the appraisal rights process will be a taxable transaction to such shareholder.

This summary may not be applicable to all shareholders of BBX Capital. You should read the section of this proxy statement/prospectus entitled “Special Factors—Material United States Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. You are urged to consult your tax advisor to determine the consequences of the merger to you.

Anticipated Accounting Treatment (page 82)

The merger will be accounted for as an equity transaction by BFC for financial reporting and accounting purposes under U.S. generally accepted accounting principles (“GAAP”). The results of operations of BBX Capital will continue to be included in the consolidated financial statements of BFC.

Termination of the Merger Agreement (page 119)

The merger agreement may be terminated at any time prior to the effective time of the merger upon the mutual written consent of BFC and BBX Capital. In addition, each of BFC and BBX Capital may terminate the merger agreement under certain circumstances, including, without limitation:

BBX Capital may also terminate the merger agreement at any time prior to the effective time of the merger if Hovde withdraws, revokes or annuls its fairness opinion. In addition, BFC may terminate the merger agreement at any time prior to the effective time of the merger if a tender offer or exchange offer for ten percent (10%) or more of the total number of outstanding shares of BBX Capital’s Common Stock is commenced or a registration statement or statement on Schedule TO with respect thereto is filed (other than by BFC or its affiliates) and BBX Capital’s board of directors, notwithstanding the “no solicitation” provisions of the merger agreement, recommends that BBX Capital’s shareholders tender their shares in such tender or exchange offer or publicly announces its intention to take no position with respect to such tender offer.

No fee or amount will be required to be paid to the other company in the event the merger agreement is terminated for any reason, except that either company may be subject to liability to the other if it willfully or intentionally breaches the merger agreement.

Litigation Regarding the Merger (page 82)

A lawsuit seeking to establish a class of BBX Capital’s shareholders and challenging the merger is pending in the 17th Judicial Circuit in and for Broward County, Florida. The lawsuit alleges, among other things, that the proposed merger consideration undervalues BBX Capital and is unfair to BBX Capital’s public shareholders and that BBX Capital’s directors and BFC breached certain fiduciary duties to BBX Capital’s public shareholders. The lawsuit seeks to enjoin the merger or, if it is completed, to rescind the merger or recover relief as determined by the court. BFC and BBX Capital believe that the lawsuit is without merit and intend to vigorously defend the action.

BFC and BBX Capital have also received letters threatening additional litigation relating to the merger.

Selected Historical Consolidated Financial Information of BFC

The following table summarizes BFC’s historical consolidated financial condition and results as of, and for the periods ended on, the dates indicated below. The consolidated statements of operations data for the years ended December 31, 2015, 2014 and 2013, and the consolidated statements of financial condition data as of December 31, 2015 and 2014, are derived from BFC’s audited consolidated financial statements for the years ended December 31, 2015 and 2014 that are incorporated by reference into this proxy statement/prospectus. The consolidated statements of operations data for the years ended December 31, 2012 and 2011, and the consolidated statements of financial condition data as of December 31, 2013, 2012 and 2011, are derived from BFC’s audited consolidated financial statements that are not incorporated by reference into this proxy statement/prospectus. The consolidated statements of operations data for the six months ended June 30, 2016 and 2015, and the consolidated statements of financial condition data as of June 30, 2016, are derived from BFC’s unaudited consolidated financial statements for the six months ended June 30, 2016 incorporated by reference into this proxy statement/prospectus. The interim period financial data set forth below is not necessarily indicative of BFC’s results of operations for the full year or any other interim period. In addition, such interim financial data is unaudited; however, BFC’s management believes that such data reflects all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of its results of operations and financial condition as of the date, and for the period, indicated. The results of operations for past periods may not be indicative of BFC’s consolidated results for any future period. The following information is only a summary and should be read together with BFC’s consolidated financial statements and related notes contained in, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of, BFC’s Annual Report on Form 10-K for the year ended December 31, 2015 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, which are incorporated by reference into this proxy statement/prospectus. For additional information, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Selected Historical Consolidated Financial Information of BBX Capital

The following table summarizes BBX Capital’s historical consolidated financial condition and results as of, and for the periods ended on, the dates indicated below. The consolidated statements of operations data for the years ended December 31, 2015, 2014 and 2013, and the consolidated statements of financial condition data as of December 31, 2015 and 2014, are derived from BBX Capital’s audited consolidated financial statements for the years ended December 31, 2015 and 2014 that are incorporated by reference into this proxy statement/prospectus. The consolidated statements of operations data for the years ended December 31, 2012 and 2011, and the consolidated statements of financial condition data as of December 31, 2013, 2012 and 2011, are derived from BBX Capital’s audited consolidated financial statements that are not incorporated by reference into this proxy statement/prospectus. The consolidated statements of operations data for the six months ended June 30, 2016 and 2015, and the consolidated statements of financial condition data as of June 30, 2016, are derived from BBX Capital’s unaudited consolidated financial statements for the six months ended June 30, 2016 incorporated by reference into this proxy statement/prospectus. The interim period financial data set forth below is not necessarily indicative of BBX Capital’s results of operations for the full year or any other interim period. In addition, such interim financial data is unaudited; however, BBX Capital’s management believes that such data reflects all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of its results of operations and financial condition as of the date, and for the period, indicated. The results of operations for past periods may not be indicative of BBX Capital’s results for any future period. The following information is only a summary and should be read together with BBX Capital’s consolidated financial statements and related notes contained in, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of, BBX Capital’s Annual Report on Form 10-K for the year ended December 31, 2015 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, which are incorporated by reference into this proxy statement/prospectus. For additional information, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Selected Unaudited Pro Forma Condensed Consolidated Financial Information

The following table sets forth selected unaudited pro forma condensed consolidated financial information for BFC after giving effect to the merger. The selected unaudited pro forma condensed consolidated financial information is derived from the unaudited pro forma condensed consolidated financial statements included in this proxy statement/prospectus. For a complete discussion of the pro forma adjustments underlying the amounts in the table below, please see the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements” beginning on page 125 of this proxy statement/prospectus.

Unaudited Comparative Per Share Information

The following table sets forth: (a) certain historical per share information of BFC; (b) certain historical per share information of BBX Capital; and (c) unaudited pro forma combined and equivalent pro forma combined per share information after giving effect to the merger.

Market Price and Dividend Information

BFC’s Class A Common Stock is listed for trading on the OTCQB under the ticker symbol “BFCF.” BBX Capital’s Class A Common Stock is listed for trading on the NYSE under the ticker symbol “BBX.”

The merger agreement was entered into following the close of trading on July 27, 2016 and publicly announced prior to the opening of trading on July 28, 2016. The table below sets forth the closing prices for BFC’s Class A Common Stock and BBX Capital’s Class A Common Stock, as quoted on the OTCQB and NYSE, respectively, on July 27, 2016 and November 3, 2016, the last trading day before the date of this proxy statement/prospectus. The table also includes the equivalent prices per share of BBX Capital’s Class A Common Stock that holders of such stock who elect to receive stock consideration in the merger would have received in connection with the merger if the merger were completed on those dates, applying the exchange ratio of 5.4 shares of BFC’s Class A Common Stock for each share of BBX Capital’s Class A Common Stock.

The above table shows only historical comparisons. These comparisons may not provide meaningful information to BBX Capital’s shareholders in determining whether to approve the merger agreement or in making a determination as to the consideration that they wish to receive for their shares of BBX Capital’s Class A Common Stock in the merger. BBX Capital’s shareholders may wish to obtain current market quotations and should carefully review the other information contained in this proxy statement/prospectus prior to voting their shares and making an election as to the consideration that they wish to receive for their shares in the merger.

Prior to July 2016, BFC had never paid cash dividends on its Class A Common Stock or Class B Common Stock. During June 2016, BFC’s board of directors declared a cash dividend of $0.005 per share on BFC’s Class A Common Stock and Class B Common Stock, which was paid during July 2016. In addition, during September 2016, BFC’s board of directors declared a cash dividend of $0.005 per share on BFC’s Class A Common Stock and Class B Common Stock, which was paid during October 2016. BFC has indicated its intention to declare regular quarterly dividends of $0.005 per share on its Class A Common Stock and Class B Common Stock (an aggregate of $0.02 per share annually); however, any such future dividend is subject to approval and declaration by BFC’s board of directors based on factors considered by it and, accordingly, BFC may not make dividend payments in the future, whether in the amount anticipated, on a regular basis, or at all.

BFC pays regular quarterly cash dividends of $187,500 with respect to its outstanding 5% Cumulative Preferred Stock. BFC may not pay or set apart for payment any dividend or other distribution (other than a dividend or distribution payable solely in common stock) on its Class A Common Stock or Class B Common Stock until such time as all accrued and unpaid dividends on BFC’s 5% Cumulative Preferred Stock have been or contemporaneously are declared or paid and a sum is set apart sufficient for payment of such accrued and unpaid dividends.

BBX Capital did not pay any dividends during the years ended December 31, 2014 or 2015, or thereafter through the date of this proxy statement/prospectus. In the event the merger is not consummated, BBX Capital currently expects to continue to utilize its available cash to pursue opportunities in accordance with its business strategies, but it may in the future consider the payment of dividends depending upon its results of operations, liquidity needs and other factors, although there is no assurance that such dividends will be paid. If BBX Capital or its successor pays dividends following the consummation of the merger, only BFC, as the 100% owner of

BBX Capital or its successor, will be entitled to such dividends and current BBX Capital shareholders will only be entitled to dividends on BFC’s Common Stock owned by them to the extent declared and paid as discussed above.

The merger agreement contains certain restrictions on the right of BFC and BBX Capital to make dividend payments or other capital distributions during the interim period between the date of the merger agreement and the effective time of the merger.