UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
________________________________________
Bluegreen Vacations Holding Corporation
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
003830106
(CUSIP NUMBER)
Christopher D. Moore
Angelo, Gordon & Co, L.P.
Angelo, Gordon & Co, L.P.
245 Park Avenue, 26th Floor
New York, NY 10167
Tel. No.: (212) 692-2009
COPIES TO:
Jason Daniel
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street
Suite 1800
Dallas, TX 75201
(214) 969-4209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 25, 2021
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ◻
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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CUSIP No. 003830106
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13D
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1
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NAME OF REPORTING PERSONS
Angelo, Gordon & Co., L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
897,967
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
897,967
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,967
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.74%*
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14
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TYPE OF REPORTING PERSON*
IA, PN
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* Based on 15,624,091 shares of Class A Common Stock, $.01 par value (“Common Stock”) of the Issuer outstanding as of November 4,
2020 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2020.
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CUSIP No. 003830106
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13D
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1
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NAME OF REPORTING PERSONS
AG Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
897,967
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
897,967
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,967
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.74%*
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14
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TYPE OF REPORTING PERSON*
HC, OO
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* Based on 15,624,091 shares of Common Stock of the Issuer outstanding as of November 4, 2020 as reported in the Issuer’s Form 10-Q
filed with the SEC on November 9, 2020.
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CUSIP No. 003830106
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13D
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1
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NAME OF REPORTING PERSONS
JAMG LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
897,967
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
897,967
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,967
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.74%*
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||||
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14
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TYPE OF REPORTING PERSON*
HC, OO
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* Based on 15,624,091 shares of Common Stock of the Issuer outstanding as of November 4, 2020 as reported in the Issuer’s Form 10-Q
filed with the SEC on November 9, 2020.
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CUSIP No. 003830106
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13D
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1
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NAME OF REPORTING PERSONS
Josh Baumgarten
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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||
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8
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SHARED VOTING POWER
897,967
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
897,967
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,967
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.74%*
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||||
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14
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TYPE OF REPORTING PERSON*
IN, HC
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||||
* Based on 15,624,091 shares of Common Stock of the Issuer outstanding as of November 4, 2020 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2020.
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CUSIP No. 003830106
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13D
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1
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NAME OF REPORTING PERSONS
Adam Schwartz
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
897,967
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
897,967
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,967
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.74%*
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||||
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14
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TYPE OF REPORTING PERSON*
IN, HC
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||||
* Based on 15,624,091 shares of Common Stock of the Issuer outstanding as of November 4, 2020 as reported in the Issuer’s Form 10-Q filed with the
SEC on November 9, 2020.
SCHEDULE 13D
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Item 1.
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Security and Issuer
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The class of equity security to which this statement on Schedule 13D relates is the Class A Common Stock, $.01 par value (the “Common Stock”) of Bluegreen
Vacations Holding Corporation (the “Issuer”), a Florida corporation. The address of the principal executive offices of the Issuer is 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida. The
information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
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Item 2.
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Identity and Background
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(a) This statement is filed by: (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG Partners, LLC, a Delaware limited
liability company (“AG Partners”), (iii) JAMG LLC a Delaware limited liability company (“JAMG”), (iv) Josh Baumgarten and (v) Adam Schwartz (collectively with Angelo Gordon, AG Partners, JAMG and Mr. Baumgarten, the “Reporting Persons”).
Angelo Gordon, in its capacity as investment manager to certain managed accounts and investment fund vehicles (collectively, the “Accounts”), has sole power to
vote all shares of Common Stock held in the Accounts and to dispose of all shares of Common Stock held in the Accounts. Mr. Baumgarten and Mr. Schwartz are the managing members of JAMG, which is the managing member of AG Partners, which is the sole
general partner of Angelo Gordon and Mr. Baumgarten and Mr. Schwartz are the co-chief executive officers of Angelo Gordon. Each of Mr. Baumgarten, Mr. Schwartz, JAMG and AG Partners may be deemed to control Angelo Gordon.
(b) The business address of the Reporting Persons is 245 Park Avenue, 26th Floor, New York, New York 10167.
(c) The principal business of Angelo Gordon is the management of the assets and activities of the Accounts. The principal business of AG Partners is acting as
the general partner of Angelo Gordon. The principal business of JAMG is acting as the managing member of AG Partners. The principal business of Mr. Baumgarten and Mr. Schwartz is acting as the co-managing members of JAMG and the co-chief executive
officers of Angelo Gordon.
(d) None of the Reporting Persons nor any of the Accounts have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None of the Reporting Persons nor any of the Accounts have, during the last five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Angelo Gordon is a Delaware limited partnership. AG Partners is a Delaware limited liability company. JAMG is a Delaware limited liability company. Mr. Baumgarten is a United
States citizen. Mr. Schwartz is a United States citizen.
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Item 3.
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Source and Amount of Funds
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The Reporting Persons purchased 897,967 shares of Common Stock on behalf of the Accounts in open market transactions through a broker using the working capital
of the Accounts. The aggregate purchase price of such shares of Common Stock purchased in the open market and directly held by the Accounts was approximately $1,751,323.
Purchases of some securities for certain Accounts were effected through margin accounts maintained with brokers, which may extend margin credit as and when
required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts may be pledged as
collateral security for the repayment of debit balances in the accounts of the Accounts.
One of the Accounts has borrowed pursuant to a subscription line maintained with a bank.
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Item 4.
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Purpose of Transaction
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The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, represented an attractive investment
opportunity.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons expect to evaluate on an ongoing basis the Issuer’s financial
condition, business, operations and prospects, conditions in the securities markets, general economic and industry conditions and other factors and may, from time to time, also engage in discussions with management and the board of directors of the
Issuer about their investment, the business, operations, strategy, capitalization, future plans of the Issuer and the management or commercial or strategic transactions with, or relating, to the Issuer. Depending on various factors including,
without limitation, the Issuer’s financial position, strategic direction, business and prospects, anticipated future developments, existing and anticipated market conditions from time to time, actions taken by the management and board of directors
of the Issuer, price levels of the Common Stock, general economic conditions and regulatory matters, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including,
without limitation, purchasing additional Common Stock or other securities of the Issuer, selling some or all of their Common Stock or similar transactions with respect to the Common Stock, providing financing to the Issuer or pursuing other plans
or proposals that relate to or could result in any of the matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D, in all cases to the extent permitted under applicable law and any agreement or agreements that have been or may be
entered into with the Issuer.
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Item 5.
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Interest in Securities of the Issuer
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(a) - (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on
15,624,091 shares of Common Stock outstanding as of November 4, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2020.
Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote 897,967 shares of Common Stock and the power to dispose of 897,967
shares of Common Stock held in the Accounts. As the general partner of Angelo Gordon, AG Partners may be deemed to have the sole power to vote 897,967 shares of Common Stock and the power to dispose of 897,967 shares of Common Stock held in the
Accounts. As the managing member of AG Partners, JAMG may be deemed to have the sole power to vote 897,967 shares of Common Stock and the power to dispose of 897,967 shares of Common Stock held in the Accounts. As the co-managing member of JAMG and
the co-chief executive officer of Angelo Gordon, Mr. Baumgarten may be deemed to have shared power to vote 897,967 shares of Common Stock and the shared power to dispose of 897,967 shares of Common Stock held in the Accounts. As the co-managing
member of AG Partners and the co-chief executive officer of Angelo Gordon, Mr. Schwartz may be deemed to have shared power to vote 897,967 shares of Common Stock and the shared power to dispose of 897,967 shares of Common Stock held in the Accounts.
(c) Transactions in the shares of Common Stock by the Reporting Persons during the last sixty days are listed in Annex A attached hereto, which is incorporated
herein by reference.
(d) Not Applicable.
(e) Not Applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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On December 22, 2020, Angelo Gordon and the Issuer entered into a Standstill Agreement (the “Standstill Agreement”) whereby the Issuer’s board of directors (the
“Board”) granted approval for the Reporting Persons and their related persons to acquire additional Common Stock to increase their collective beneficial ownership in the Issuer to up to a maximum of 9.9% without being deemed an “Acquiring Person” as
defined in the Rights Agreement, dated June 17, 2020, between the Issuer and American Stock Transfer & Trust Company, LLC (the “Rights Agreement”) and triggering the exercisability of Rights (as defined in the Rights Agreement) in the Rights
Agreement. Pursuant to the Standstill Agreement, Angelo Gordon and its related persons may not (1) acquire additional securities of the Company other than the Common Stock as permitted under the Standstill Agreement, (2) nominate any person to the
Board or its subsidiaries or seek to control the Board, (3) effect any tender or exchange offer for the Issuer’s securities or any merger, business combination or similar involving the Issuer, (4) engage in a solicitation of proxies with respect to
the Issuer’s securities, (5) make any public statement regarding Angelo Gordon’s intent to do any item in (1)-(4) above, (6) take any action adverse to the Issuer or its management, (7) challenge the validity of the Standstill Agreement or (8) work
with any third party in furtherance of any of items (1)-(7). Angelo Gordon must also vote its Common Stock in accordance with the recommendation of the Board or abstain from voting. Angelo Gordon also agreed not to sell its Common Stock to any
person in a private transaction that would result in another holder owning more than 5%.
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 99.1. Joint Filing Agreement by and Among the Reporting Persons
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Exhibit 99.2. Power of Attorney granted by Josh Baumgarten in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021
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Exhibit 99.3. Power of Attorney granted by Adam Schwartz in favor of Christopher D. Moore and Frank E.Stadelmaier, dated January 28, 2021
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Exhibit 99.4. Standstill Agreement, dated December 22, 2020, by and between Angelo Gordon and the Issuer,(incorporated by reference to Exhibit 99.1 to the Issuer’s
Form 8-K, filed with the SEC on December 30, 2020)
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Exhibit 99.5. Rights Agreement, dated June 17, 2020, between the Issuer and American Stock Transfer & Trust Company, LLC, (incorporated by reference to Exhibit
4.1 to the Issuer’s Form 8-K, filed with the SEC on June 18, 2020)
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Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 4, 2021
| ANGELO, GORDON & CO., L.P. | ||
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By:
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AG Partners, LLC
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Its General Partner |
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By: |
JAMG LLC
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Its Managing Member
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| By: |
Josh Baumgarten | |
| Its Co-Managing Member |
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| By: |
/s/ Christopher D. Moore | |
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Christopher D. Moore
Attorney-in-Fact
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AG PARTNERS, LLC |
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By:
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JAMG LLC
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Its Managing Member |
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By: |
Josh Baumgarten
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Its Co-Managing Member
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| By: |
/s/ Christopher D. Moore | |
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Christopher D. Moore
Attorney-in-Fact
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JAMG LLC |
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By:
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Josh Baumgarten
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Its Co-Managing Member |
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By: |
/s/ Christopher D. Moore |
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Christopher D. Moore
Attorney-in-Fact
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JOSH BAUMGARTEN | |
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By: |
/s/ Christopher D. Moore |
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Christopher D. Moore
Attorney-in-Fact
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ADAM SCHWARTZ | |
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By: |
/s/ Christopher D. Moore |
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Christopher D. Moore
Attorney-in-Fact
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EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D (including any and all amendments thereto) with respect to the Class A Common Stock, $.01 par value of Bluegreen Vacations Holding Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The
undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be
responsible for the completeness and accuracy of the information concerning the others.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 4, 2021.
| ANGELO, GORDON & CO., L.P. | ||
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By:
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AG Partners, LLC
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Its General Partner |
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By: |
JAMG LLC
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Its Managing Member
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| By: |
Josh Baumgarten | |
| Its Co-Managing Member |
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| By: |
/s/ Christopher D. Moore | |
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Christopher D. Moore
Attorney-in-Fact
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AG PARTNERS, LLC |
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By:
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JAMG LLC
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Its Managing Member |
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By: |
Josh Baumgarten
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Its Co-Managing Member
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| By: |
/s/ Christopher D. Moore | |
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Christopher D. Moore
Attorney-in-Fact
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JAMG LLC |
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By:
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Josh Baumgarten
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Its Co-Managing Member |
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By: |
/s/ Christopher D. Moore |
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Christopher D. Moore
Attorney-in-Fact
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JOSH BAUMGARTEN | |
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By: |
/s/ Christopher D. Moore |
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Christopher D. Moore
Attorney-in-Fact
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ADAM SCHWARTZ | |
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By: |
/s/ Christopher D. Moore |
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Christopher D. Moore
Attorney-in-Fact
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EXHIBIT 99.2
POWER OF ATTORNEY
I, JOSH BAUMGARTEN, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an “Attorney-in-Fact”
and, collectively, the “Attorneys-in-Fact”), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place
and stead and on my behalf to:
| 1) |
execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon
& Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or
other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition,
ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures
Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations
promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;
|
| 2) |
do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any
such reports, schedules or other filings and timely file same with the SEC; and
|
| 3) |
take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or
legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact
may approve in his or her sole discretion.
|
I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully do and that they have done or cause to be done by virtue of this Power of Attorney and the rights and powers herein
granted. I acknowledge that the Attorneys-in-Fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, (i) any of my responsibilities to comply with the requirements of the Exchange Act or the Securities Act
or any liability for my failure to comply with such requirements, or (ii) any obligation or liability I incur for profit disgorgement under Section 16(b) of the Exchange Act. I further acknowledge that this Power of Attorney does not relieve me
from responsibility for compliance with my obligations under the Exchange Act or the Securities Act.
This Power of Attorney shall not revoke any powers of attorney granted by me, nor shall this Power of Attorney be revoked by future powers of attorney I grant. This Power of
Attorney shall remain in full force and effect until I am no longer subject to Sections 13 and 16 of the Exchange Act, unless earlier revoked by me in a signed writing delivered to the Attorneys-in-Fact.
I acknowledge receipt of the following language provided in Section 5-1513 of the General Obligations Law of the State of New York (the “Cautionary
Language”), provided, however, (1) for the avoidance of doubt, I understand and agree, and affirm that it is my intent, that if any provision contained in the Cautionary Language shall be inconsistent with any of the foregoing provisions
of this Power of Attorney, the foregoing provisions shall prevail to the fullest extent permitted by law, and (2) nothing in this Power of Attorney shall be construed as an admission or acknowledgement by me that this Power of Attorney is subject
to the requirements of Section 5-1501B of the General Obligations Law of the State of New York:
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom
you choose (your “agent”) authority to act on your behalf. You do not lose your authority to act even though you have given your agent similar authority.
When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no
specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.
Your agent can act on your behalf only after signing the Power of Attorney before a notary public.
You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of
Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of
sound mind, a court can remove an agent for acting improperly.
Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.”
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at
a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal
relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;
(2) avoid conflicts that would impair your ability to act in the principal’s best interest;
(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your
own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).
You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has
specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are
no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been
appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If
it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, I have executed this Power of Attorney on January 28, 2021.
Signature: /s/ Josh Baumgarten
Name: Josh Baumgarten
ACKNOWLEDGEMENT OF APPOINTMENTS BY ATTORNEYS-IN-FACT:
The undersigned executed this Power of Attorney on January 28, 2021.
By: /s/ Christopher D. Moore
Name: Christopher D. Moore
Title: Attorney-in-Fact
By: /s/ Frank E. Stadelmaier
Name: Frank E. Stadelmaier
Title: Attorney-in-Fact
EXHIBIT 99.3
POWER OF ATTORNEY
I, ADAM SCHWARTZ, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an “Attorney-in-Fact”
and, collectively, the “Attorneys-in-Fact”), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place
and stead and on my behalf to:
| 1) |
execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon
& Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or
other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition,
ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures
Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations
promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;
|
| 2) |
do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any
such reports, schedules or other filings and timely file same with the SEC; and
|
| 3) |
take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or
legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact
may approve in his or her sole discretion.
|
I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully do and that they have done or cause to be done by virtue of this Power of Attorney and the rights and powers herein
granted. I acknowledge that the Attorneys-in-Fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, (i) any of my responsibilities to comply with the requirements of the Exchange Act or the Securities Act
or any liability for my failure to comply with such requirements, or (ii) any obligation or liability I incur for profit disgorgement under Section 16(b) of the Exchange Act. I further acknowledge that this Power of Attorney does not relieve me
from responsibility for compliance with my obligations under the Exchange Act or the Securities Act.
This Power of Attorney shall not revoke any powers of attorney granted by me, nor shall this Power of Attorney be revoked by future powers of attorney I grant. This Power of
Attorney shall remain in full force and effect until I am no longer subject to Sections 13 and 16 of the Exchange Act, unless earlier revoked by me in a signed writing delivered to the Attorneys-in-Fact.
I acknowledge receipt of the following language provided in Section 5-1513 of the General Obligations Law of the State of New York (the “Cautionary
Language”), provided, however, (1) for the avoidance of doubt, I understand and agree, and affirm that it is my intent, that if any provision contained in the Cautionary Language shall be inconsistent with any of the foregoing provisions
of this Power of Attorney, the foregoing provisions shall prevail to the fullest extent permitted by law, and (2) nothing in this Power of Attorney shall be construed as an admission or acknowledgement by me that this Power of Attorney is subject
to the requirements of Section 5-1501B of the General Obligations Law of the State of New York:
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom
you choose (your “agent”) authority to act on your behalf. You do not lose your authority to act even though you have given your agent similar authority.
When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no
specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.
Your agent can act on your behalf only after signing the Power of Attorney before a notary public.
You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of
Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of
sound mind, a court can remove an agent for acting improperly.
Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.”
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at
a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal
relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;
(2) avoid conflicts that would impair your ability to act in the principal’s best interest;
(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your
own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).
You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has
specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are
no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been
appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If
it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, I have executed this Power of Attorney on January 28, 2021.
Signature: /s/ Adam Schwartz
Name: Adam Schwartz
ACKNOWLEDGEMENT OF APPOINTMENTS BY ATTORNEYS-IN-FACT:
The undersigned executed this Power of Attorney on January 28, 2021.
By: /s/ Christopher D. Moore
Name: Christopher D. Moore
Title: Attorney-in-Fact
By: /s/ Frank E. Stadelmaier
Name: Frank E. Stadelmaier
Title: Attorney-in-Fact
Annex A
The following table sets forth all transactions by the Reporting Persons (on behalf of the Accounts) with respect to shares of Common Stock effected over the
past sixty days, inclusive of any transactions effected through 9:00 a.m., New York City time, on February 4, 2021. Except as otherwise noted below, all such transactions were purchases of Common Stock effected in the open market, and the table
excludes commissions paid in per share prices.
|
Trade Date
|
|
Amount Purchased/(Sold)
|
|
|
Price
|
|
||
|
01/25/2021
|
17,406
|
12.99
|
(1)
|
|||||
|
01/26/2021
|
11,505
|
13.19
|
(2)
|
|||||
|
01/27/2021
|
44,967
|
13.01
|
(3)
|
|||||
|
01/28/2021
|
28,769
|
13.01
|
(4)
|
|||||
|
01/29/2021
|
5,000
|
13.01
|
(5)
|
|||||
|
02/01/2021
|
4,849
|
13.99
|
(6)
|
|||||
|
02/02/2021
|
15,000
|
14.05
|
(7)
|
|||||
| 02/03/2021 |
5,000 |
14.13 |
(8) |
|||||
(1) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.89 to $13.07, inclusive. The reporting persons
undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), (5), (6), (7) and
(8).
(2) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.09 to $13.5, inclusive.
(3) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.83 to $13.41, inclusive.
(4) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.715 to $13.15, inclusive.
(5) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.87 to $13.1496, inclusive.
(6) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.15 to $14.38, inclusive.
(7) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.78 to $14.24, inclusive.
(8) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.00 to $14.37, inclusive.