SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. This summary 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, you should carefully read this entire joint proxy statement/prospectus together with all annexes hereto. Page references have been included parenthetically to direct you to a more complete description of the topics presented in this summary.

The Companies

BFC (page     )

BFC Financial Corporation

2100 West Cypress Creek Road

Fort Lauderdale, FL 33309

(954) 940-4900

BFC is a diversified holding company whose principal holdings include a controlling interest in BankAtlantic Bancorp and its wholly-owned subsidiaries, including BankAtlantic, a controlling interest in Bluegreen and its wholly-owned subsidiaries, and a non-controlling interest in Benihana, Inc. (“Benihana”). Historically, BFC’s business strategy has been to invest in and acquire businesses in diverse industries either directly or through controlled subsidiaries. However, in the short term, BFC has focused on providing strategic support to its existing investments with a view to the improved performance of the organization as a whole.

As a result of its position as the controlling shareholder of BankAtlantic Bancorp, BFC is currently a “unitary savings and loan holding company” and, as such, was historically examined and regulated by the Office of Thrift Supervision (the “OTS”). Effective July 21, 2011, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the OTS’ supervisory authority is now held by, and BFC is subject to the supervision of, the Board of Governors of the Federal Reserve System (the “Federal Reserve”). On November 1, 2011, BankAtlantic Bancorp entered into a definitive agreement to sell all its shares of capital stock of BankAtlantic to BB&T. Consummation of the transaction is subject to the receipt of all required regulatory approvals and the satisfaction or waiver of certain other closing conditions, including the favorable resolution of pending litigation seeking to enjoin the transaction. See the section of this joint proxy statement/prospectus entitled “Information About BFC — Legal Proceedings — BankAtlantic Bancorp and its Subsidiaries” for information regarding this litigation.

Net loss attributable to BFC was approximately $11.4 million for the nine months ended September 30, 2011 and $103.9 million for the year ended December 31, 2010.

Bluegreen (page     )

Bluegreen Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

(561) 912-8000

Bluegreen is a sales, marketing and management company, primarily focused on the vacation ownership industry. Bluegreen’s business has historically been conducted through two operating segments — Bluegreen’s resorts business segment (“Bluegreen Resorts”) and Bluegreen’s residential communities business segment (“Bluegreen Communities”). Bluegreen’s continuing operations relate to Bluegreen Resorts.

Bluegreen Resorts markets, sells and manages vacation ownership interests (“VOIs”) in resorts, which are generally located in popular, high-volume, “drive-to” vacation destinations, and were either developed or

acquired by Bluegreen or developed by others, in which case Bluegreen earns fees for providing these services. VOIs in Bluegreen’s resorts and those sold by Bluegreen on behalf of others typically entitle the buyer to use resort accommodations through an annual or biennial allotment of “points” which represent their ownership and beneficial use rights in perpetuity in the Bluegreen Vacation Club (supported by an underlying deeded VOI held in trust for the buyer). Owners in the Bluegreen Vacation Club may stay in any of Bluegreen’s 59 resorts or take advantage of an exchange program offered by a third-party world-wide vacation ownership exchange network of over 4,000 resorts and other vacation experiences such as cruises and hotel stays. Bluegreen Resorts also provides property and homeowners’ association management services, VOI title services, mortgage servicing and resort amenity operational services. In addition, Bluegreen Resorts provides financing to individual purchasers of VOIs, which provides significant interest income to Bluegreen. For the nine months ended September 30, 2011 and the year ended December 31, 2010, Bluegreen Resorts generated segment operating profit of $44.8 million and $15.7 million, respectively. Bluegreen defines segment operating profit as operating profit from continuing operations prior to the allocation of corporate overhead, interest income, other income or expense, interest expense, income taxes, non-controlling interests, restructuring charges, goodwill impairment charges and cumulative effect of change in accounting principles.

Bluegreen Communities acquires, develops and subdivides property and markets residential homesites, the majority of which are sold directly to retail customers seeking to build a home generally in the future, in some cases on properties featuring a golf course and other related amenities. Bluegreen Communities also has realty and daily-fee golf course operations. During June 2011, Bluegreen’s board of directors made a determination to seek to sell Bluegreen Communities, or all or substantially all of its assets. As a consequence, Bluegreen Communities is accounted for as a discontinued operation. On October 12, 2011, a Purchase and Sale Agreement was entered into between seven of Bluegreen’s subsidiaries and Southstar Development Partners, Inc. (“Southstar”). The agreement provides for the sale to Southstar of substantially all of the assets that comprise Bluegreen Communities for a purchase price of $31.5 million in cash and an amount equal to 20% of the net proceeds (as calculated in accordance with the terms of the agreement) that Southstar receives upon its sale, if any, of two specified parcels of real estate to be purchased by Southstar under the agreement.

Net loss attributable to Bluegreen was approximately $17.1 million for the nine months ended September 30, 2011 and $44.0 million for the year ended December 31, 2010.

The Merger

Overview (page     )

On November 11, 2011, BFC and Bluegreen entered into the merger agreement, which is the legal document governing the merger. Subject to the terms and conditions of the merger agreement, Bluegreen will be merged with and into a recently formed wholly-owned subsidiary of BFC. Upon the completion of the merger, Bluegreen’s separate corporate existence will cease and its Common Stock will no longer be publicly traded.

The Merger Consideration (page     )

At the effective time of the merger, each outstanding share of Bluegreen’s Common Stock (other than shares owned by BFC and holders of Bluegreen’s Common Stock who exercise and perfect their appraisal rights) will be converted automatically into the right to receive eight shares of BFC’s Class A Common Stock, subject to adjustment in connection with the reverse stock split as described below (the “exchange ratio”). The shares of BFC’s Class A Common Stock to be received in exchange for shares of Bluegreen’s Common Stock are sometimes hereinafter referred to as the “merger consideration.” The closing price of BFC’s Class A Common Stock on November 11, 2011, the last trading day prior to the public announcement of the merger agreement, and on             , 2012, the last trading day prior to the date of this joint proxy statement/prospectus, was $0.57 per

share and $            per share, respectively. The closing price of Bluegreen’s Common Stock on those days was $2.04 per share and $            per share, respectively. Shareholders of both companies are encouraged to obtain current market quotations prior to voting their shares.

Treatment of Bluegreen Restricted Stock Awards and Stock Options Outstanding under Bluegreen’s Stock Incentive Plans (page     )

Upon consummation of the merger, each of Bluegreen’s stock incentive plans currently in effect will be assumed by BFC and all outstanding restricted stock awards issued thereunder will be converted into restricted stock awards of shares of BFC’s Class A Common Stock on the same terms and conditions and with the same restrictions, but with appropriate adjustments made to the number of shares subject to such restricted stock awards based on the exchange ratio. All options to purchase shares of Bluegreen’s Common Stock outstanding at the effective time of the merger will be converted automatically into options to purchase shares of BFC’s Class A Common Stock on the same terms and conditions, with appropriate adjustments made to the number of shares and the exercise price under those options based on the exchange ratio.

Conditions to Consummation of the Merger (page     )

Consummation of the merger is subject to a number of conditions, including the receipt by Bluegreen and BFC of the shareholder approvals described herein and BFC’s Class A Common Stock being listed on a national securities exchange at the effective time of the merger. In addition, the following conditions, among others, must be satisfied before the merger can be completed:

Notwithstanding the foregoing, the board of directors of either BFC or Bluegreen may, in its sole discretion and to the extent permitted by applicable law, 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, provided that the condition requiring the listing of BFC’s Class A Common Stock on a national securities exchange may not be waived.

As the exchange ratio was agreed upon without regard to BankAtlantic Bancorp’s proposed sale of BankAtlantic to BB&T and its positive impact on BFC, consummation of the merger is not conditioned upon the closing of such sale, and any change to BFC, the market price of BFC’s Class A Common Stock or BFC’s financial condition by reason of such sale not being completed on the contemplated terms, or at all, will not be deemed to constitute a material adverse change under the terms of the merger agreement. In addition, the closing of Bluegreen’s proposed sale of substantially all of the assets comprising Bluegreen Communities to Southstar is not a condition precedent to the merger.

BFC has received confirmation from the Federal Reserve that the Federal Reserve has not identified any material supervisory concerns with respect to the proposed merger; however, the Federal Reserve may, in its discretion, decide to reconsider its position in the event of, among other things, a change in the terms or conditions of the transaction.

In addition, certain of Bluegreen’s outstanding facilities with Wells Fargo and Resort Finance America, LLC, which had an aggregate outstanding balance of approximately $24.1 million at September 30, 2011, require the prior consent of the lenders to the merger. Bluegreen intends to either obtain such consents or seek refinancing of the outstanding indebtedness.

Trading of BFC’s Class A Common Stock and Deregistration of Bluegreen’s Common Stock (page     )

BFC’s Class A Common Stock is currently listed for trading on the Pink Sheets under the trading symbol “BFCF.PK.” As described above, the closing of the merger is conditioned upon, among other things, BFC’s Class A Common Stock being listed for trading on a national securities exchange at the effective time of the merger. BFC is currently considering whether to seek listing of its Class A Common Stock on the NYSE, NYSE Arca, NYSE Amex or NASDAQ Stock Market. As of the date of this joint proxy statement/prospectus, BFC has not yet filed a listing application for its Class A Common Stock with any of such national securities exchanges.

If the merger is consummated, all of the shares of Bluegreen’s Common Stock will be canceled, and Bluegreen’s Common Stock will no longer be listed for trading on the NYSE or registered under the Exchange Act.

Reverse Stock Split (page     )

In connection with requirement that BFC’s Class A Common Stock be listed for trading on a national securities exchange at the effective time of the merger, it is expected that BFC will need to effect a reverse stock split in order to meet applicable listing requirements. As a result of the reverse stock split, each             shares of BFC’s Class A Common Stock and Class B Common Stock outstanding will automatically convert into one share of Class A Common Stock and Class B Common Stock, respectively. The merger consideration will be ratably adjusted to reflect the reverse stock split. Fractional shares resulting from the reverse stock split will be rounded up to the next largest whole share. No shareholder of BFC or Bluegreen will be “cashed out” as a result of the reverse stock split. In order to allow for the issuance of the shares of BFC’s Class A Common Stock in the merger and to provide BFC with the flexibility to consider potential future actions which may be identified in the future by its board of directors involving the issuance of its securities, the authorized number of shares of BFC’s Class A Common Stock and Class B Common Stock will not be impacted by the reverse stock split and will remain at 150,000,000 shares and 20,000,000 shares, respectively. The reverse stock split, in and of itself, will not have any impact on a shareholder’s proportionate equity interest or voting right in BFC. BFC’s shareholders will be asked at the BFC special meeting to separately vote on and approve the reverse stock split.

Articles of Incorporation and Bylaws of BFC Following the Merger (page     )

In accordance with the FBCA, the reverse stock split will be effected by amending BFC’s Amended and Restated Articles of Incorporation, which BFC expects to do by filing Second Amended and Restated Articles of Incorporation with the Florida Department of State. In addition to effecting the reverse stock split, the Second Amended and Restated Articles of Incorporation will delete certain historical provisions which are no longer applicable to BFC. In addition, BFC’s board of directors has approved an amendment to BFC’s Bylaws which, effective upon consummation of the merger and in connection with the appointment at that time of the six directors of Bluegreen who are not currently directors of BFC, will increase the maximum number of members of the board of directors of BFC from 15 to 20. Shareholder approval of the amendment to BFC’s Bylaws is not required. The Form of BFC’s Second Amended and Restated Articles of Incorporation and the Form of BFC’s Bylaws, as proposed to be amended, are as set forth on Annexes D and E, respectively, and you are urged to read them carefully.

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

Currently, there are eleven persons serving on the board of directors of BFC, each of whom is expected to continue to serve as a director of BFC following the merger. Additionally, in connection with the merger, BFC has agreed to cause the six directors of Bluegreen who are not currently directors of BFC to be appointed to the board of directors of BFC at the effective time of the merger. As of the date of this joint proxy statement/prospectus, no determination has been made as to the changes, if any, to be made to the constitution of the committees of 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 upon completion of the merger.

Ownership of BFC Following the Merger (page     )

Based on the number of outstanding shares of Bluegreen’s 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 joint proxy statement/prospectus, and assuming no holders of Bluegreen’s Common Stock choose to assert and exercise their appraisal rights, immediately following the merger, Bluegreen’s shareholders (other than BFC) and BFC’s shareholders will own approximately 62% and 38%, respectively, of the then-outstanding shares of BFC’s Class A Common Stock and 60% and 40%, respectively, of BFC’s then-total outstanding common equity. Immediately following the merger, shares of BFC’s Class A Common Stock and Class B Common Stock will represent in the aggregate 22% and 78%, respectively, of the general voting power of BFC and approximately 96% and 4%, respectively, of the total outstanding common equity of BFC.

Operations of Bluegreen and BFC Prior to and After the Effective Time of the Merger (page     )

Both Bluegreen 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 expected that, following the merger, Bluegreen (as a wholly owned subsidiary of BFC) will continue to conduct its business in substantially the way it is currently conducted.

BFC expects that, both prior to and after completion of the merger, it will continue to provide support for its controlled subsidiaries with a view to the improved performance of the organization as a whole, and this business strategy may include additional investments in its controlled subsidiaries such as BankAtlantic Bancorp and Bluegreen. In the event that BankAtlantic Bancorp’s proposed sale of BankAtlantic to BB&T is consummated, it is anticicipated that BankAtlantic Bancorp will be engaged in specialty finance activities, including lending and investments in tax certificates.

Termination of Bluegreen’s Shareholder Rights Plan; Exemption of Merger from Operation of BFC’s Shareholder Rights Plan (page     )

Bluegreen has in place a shareholder rights plan which its board of directors adopted to protect its shareholders from coercive or otherwise unfair takeover tactics. In general terms, Bluegreen’s shareholder rights plan currently imposes a significant penalty upon any person or group which, without the prior approval of Bluegreen’s board of directors, acquires beneficial ownership of shares of Bluegreen’s Common Stock, which together with all other shares of Bluegreen’s Common Stock owned by the person or group, represents 10% or more of the outstanding shares of such stock. Under the terms of the shareholder rights plan, BFC is excepted as an acquiring person from the operation of the plan. Further, Bluegreen’s board of directors has approved the merger, which, under the terms of the shareholder rights plan, makes the shareholder rights plan inapplicable to the merger. In any event, Bluegreen’s shareholder rights plan will be terminated at the effective time of the merger.

BFC also currently has in place a shareholder rights plan. BFC’s shareholder rights plan was adopted in an effort to preserve BFC’s ability to utilize its net operating loss carryforwards to offset future taxable income. The shareholder rights plan is designed to prevent BFC from experiencing an “ownership change” for purposes of Section 382 of the Code by causing substantial dilution to any person or group that, without the approval of BFC’s board of directors, acquires beneficial ownership of shares of BFC’s Class A Common Stock or Class B Common Stock, which together with all other shares of BFC’s Class A Common Stock and Class B Common Stock 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. BFC’s board of directors has exempted the merger from the operation of BFC’s shareholder rights plan.

With each share of BFC’s Class A Common Stock that Bluegreen’s shareholders receive in the merger, Bluegreen’s shareholders will also receive an associated preferred share purchase right in accordance with BFC’s shareholder rights plan. See the sections of this joint proxy statement/prospectus entitled “Comparison of Rights of Common Shareholders of BFC and Bluegreen” and “Information About BFC — Description of Capital Stock” for additional information regarding BFC’s shareholder rights plan and the preferred share purchase rights.

Appraisal Rights (page     )

Under the MBCA, holders of Bluegreen’s Common Stock who do not vote for the approval 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. The receipt of cash in exchange for shares of Bluegreen’s Common Stock will be a taxable transaction. Pursuant to the MBCA, fair value of the shares of Bluegreen’s Common Stock held by a Bluegreen shareholder exercising appraisal rights means the value of such shares immediately before the effective date of the merger excluding any element of value arising from the expectation or accomplishment of the merger, unless exclusion would be inequitable, and could be more than, less than or equal to the value of the shares of BFC’s Class A Common Stock that the shareholder would otherwise have received in connection with the merger. Merely voting against the approval of the merger agreement will not serve to assert the appraisal rights of a holder of Bluegreen’s Common Stock under the MBCA. In addition, a proxy submitted by a record holder of Bluegreen’s Common Stock not marked “Against” or “Abstain” will be voted “For” the approval of the merger agreement and, accordingly, will result in the waiver of such record holder’s appraisal rights. In addition to not voting, or causing or permitting to be voted, any of their shares of Bluegreen’s Common Stock in favor of the merger, Bluegreen’s shareholders who wish to exercise appraisal rights must comply with the other requirements under the MBCA for exercising and perfecting appraisal rights, as described in the section of this joint proxy statement/prospectus entitled “The Merger — Appraisal Rights” beginning on page     . These requirements include, among others, that the shareholder deliver to Bluegreen, before the time of the vote on the merger agreement is taken, written notice of the shareholder’s intent to demand payment for his, her or its shares of Bluegreen’s Common Stock if the merger is completed. This written notice must be delivered to Anthony M. Puleo, Senior Vice President, Chief Financial Officer, Treasurer and Secretary, Bluegreen Corporation, 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431. Bluegreen recommends that any such notice be sent by registered or certified mail, return receipt requested. Annex F to this joint proxy statement/prospectus contains the full text of Sections 13.01 through 13.31 of the MBCA, which relate to appraisal rights. You are encouraged to read these provisions carefully and in their entirety. BFC’s obligation to consummate the merger is conditioned upon holders of not more than 10% of the outstanding shares of Bluegreen’s Common Stock exercising, or remaining entitled to exercise, appraisal rights for their shares.

Under the FBCA, BFC’s shareholders will not be entitled to appraisal rights in connection with the merger.

Risks (page     )

In evaluating the merger, you should carefully read this joint proxy statement/prospectus in its entirety, including all of the annexes hereto, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page     .

Recommendations of Bluegreen’s Special Committee and Board of Directors (page     )

The board of directors of Bluegreen designated a special committee comprised of independent directors to, among other things, negotiate, review and evaluate the terms and conditions, and, with the assistance of its legal counsel and financial advisor, determine the advisability of, the merger. After such negotiation, review and evaluation, as well as consideration of the opinion of its financial advisor, the Bluegreen special committee determined that the merger is advisable, fair to and in the best interests of Bluegreen’s shareholders. On the basis of such determination, the Bluegreen special committee recommended that the full board of directors of Bluegreen approve, and recommend to the shareholders of Bluegreen that they approve, the merger agreement.

After careful evaluation and consideration of the merger agreement and the recommendation of the Bluegreen special committee, the board of directors of Bluegreen determined that the merger is advisable, fair to and in the best interests of Bluegreen’s shareholders. Accordingly, the board of directors of Bluegreen approved the merger agreement and recommends that Bluegreen’s shareholders vote “FOR” the approval of the merger agreement.

To review the background of, and Bluegreen’s reasons for, the merger, as well as certain risks related to the merger, see, in particular, the sections of this joint proxy statement/prospectus entitled “The Merger — Background of the Merger,” “The Merger — Recommendation of the Bluegreen Board and its Reasons for the Merger” and “Risk Factors.”

Opinion of the Financial Advisor to the Bluegreen Special Committee (page     )

On November 11, 2011, Cassel Salpeter & Co., LLC, financial advisor to Bluegreen’s special committee (“Cassel Salpeter”), rendered its oral opinion to Bluegreen’s special committee (which was confirmed in writing by delivery of Cassel Salpeter’s written opinion dated November 11, 2011), as to the fairness, from a financial point of view, to the holders of Bluegreen’s Common Stock other than BFC and its affiliates (sometimes hereinafter referred to as “Bluegreen’s unaffiliated shareholders”) of the exchange ratio in the merger pursuant to the merger agreement.

Cassel Salpeter’s opinion was addressed to Bluegreen’s special committee and only addressed the fairness, from a financial point of view, to Bluegreen’s unaffiliated shareholders of the exchange ratio in the merger pursuant to the merger agreement. It does not address any other aspect or implication of the merger. Cassel Salpeter has consented to the inclusion of its written opinion in this joint proxy statement/prospectus. The full text of Cassel Salpeter’s written opinion, dated as of November 11, 2011, which sets forth the assumptions made, matters considered, procedures followed, and limitations on the review undertaken by Cassel Salpeter in rendering its opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. Further, the summary of Cassel Salpeter’s opinion and related analyses contained herein is qualified in its entirety by reference to the full text of the opinion. Neither Cassel Salpeter’s opinion nor such summary is intended to be, and neither constitutes, a recommendation to any of Bluegreen’s shareholders or any other security holder as to how they should vote or act with respect to any matter relating to the merger or otherwise.

Recommendation of BFC’s Board of Directors (page     )

After careful evaluation and consideration of the merger agreement and the opinion of its financial advisor, the board of directors of BFC determined that the merger is advisable, fair to and in the best interests of BFC and its shareholders. Accordingly, the board of directors of BFC approved the merger and recommends that BFC’s shareholders vote “FOR” the merger and “FOR” the reverse stock split.

To review the background of, and BFC’s reasons for, the merger, as well as certain risks related to the merger, see, in particular, the sections of this joint proxy statement/prospectus entitled “The Merger — Background of the Merger,” “The Merger — Recommendation of the BFC Board and its Reasons for the Merger” and “Risk Factors.”

Opinion of the Financial Advisor to BFC’s Board of Directors (page     )

JMP Securities LLC, financial advisor to BFC’s board of directors (“JMP Securities”), delivered its opinion to BFC’s board of directors to the effect that, as of the date of its opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of BFC’s Class A Common Stock and Class B Common Stock.

The full text of JMP Securities’ opinion, dated November 10, 2011, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by JMP Securities in rendering its opinion is attached as Annex B to this joint proxy statement/prospectus, and JMP Securities has consented to such herein. JMP Securities’ opinion is directed to the board of directors of BFC in connection with its consideration of the merger. JMP Securities’ opinion is not a recommendation as to how BFC’s shareholders should vote at BFC’s special meeting. You are urged to read JMP Securities’ opinion carefully and in its entirety.

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

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

Notwithstanding these restrictions, if at any time prior to the effective time of the merger, Bluegreen’s special committee or board of directors or BFC’s board of directors receives an unsolicited, bona fide written acquisition proposal not in violation of the “no solicitation” provisions of the merger agreement and Bluegreen’s special committee or board of directors or BFC’s board of directors, as the case may be, reasonably determines in good faith, after consultation with their financial, legal and other advisors, that such proposal will result in, or is reasonably expected to result in, a more favorable proposal to the applicable company’s shareholders from a financial point of view than the merger or other revised proposal submitted by BFC or Bluegreen and is reasonably capable of being consummated on the terms proposed, 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, Bluegreen or BFC, as the case may be, may (i) furnish information about its business to the person making such proposal and (ii) participate in discussions or negotiations regarding such proposal with the person making such proposal.

Change of the Recommendation of the Board of Directors of BFC or Bluegreen (page     )

The merger agreement provides that the board of directors of BFC and Bluegreen may withhold, withdraw, modify or change its recommendation of the advisability of the merger or approve or recommend any other acquisition or similar proposal only if, at any time prior to the effective time of the merger, a superior proposal (as described above) was received without violation of the “no solicitation” provisions of the merger agreement and BFC’s board of directors or Bluegreen’s special committee or board of directors, as the case may be, determines in good faith and after consultation with their financial advisors and legal counsel that the failure to take such actions would be inconsistent with their fiduciary duties under applicable law.

Interests of Certain Persons in the Merger (page     )

Shareholders should note that some directors and executive officers of BFC and Bluegreen have interests in the merger that are different from, or are in addition to, the interests of BFC’s and Bluegreen’s shareholders generally. Specifically, Alan B. Levan, the Chairman, Chief Executive Officer and President of BFC, John E. Abdo, the Vice Chairman of BFC, and their respective affiliates collectively beneficially own shares of BFC’s Class A Common Stock and Class B Common Stock (including shares which may be acquired within 60 days pursuant to the exercise of stock options) representing approximately 72% of the general voting power and approximately 24% of the total common stock of BFC. Messrs. Levan and Abdo also serve as Chairman and Vice Chairman, respectively, of Bluegreen. Further, as a result of their ownership position in BFC’s Class A Common Stock and Class B Common Stock, may be deemed to control BFC and therefore beneficially own the 16,922,953 shares of Bluegreen’s Common Stock owned directly or indirectly by BFC, which represents approximately 54% of the outstanding shares of such stock. In addition, Messrs. Levan and Abdo beneficially own (including shares which may be acquired within 60 days pursuant to the exercise of stock options) 110,000 shares and 100,000 shares, respectively, of Bluegreen’s Common Stock, which in each case represents less than 1% of the outstanding shares of such stock. After the completion of the merger, Messrs. Levan and Abdo are expected to beneficially own shares of BFC’s Class A Common Stock and Class B Common Stock (including shares which may be acquired within 60 days pursuant to the exercise of stock options) representing approximately 70% of the general voting power and approximately 10% of the total common stock of BFC. Additionally, in connection with the merger, BFC has agreed to cause James R. Allmand, III, Lawrence A. Cirillo, Mark A. Nerenhausen, Norman Becker, Orlando Sharpe and Arnold Sevell, the six current directors of Bluegreen who are not currently directors of BFC, to be appointed to BFC’s board of directors at the effective time of the merger. Following the merger, BFC’s directors and executive officers will continue to receive compensation, including equity-based compensation, from BFC for their services. Each of BFC’s board of directors and Bluegreen’s special committee and board of directors was aware of these interests.

Regulatory Matters (page     )

BFC must comply with applicable federal and state securities laws in connection with the issuance of the shares of BFC’s Class A Common Stock in the merger and the filing of this joint proxy statement/prospectus with the SEC.

BFC is also currently subject to regulation by the Federal Reserve, and as such, there are limitations on the amount of shares of BFC’s Class A Common Stock that an individual or company can own without obtaining regulatory approval. Bluegreen’s shareholders are urged to read the description of those limitations contained on page      in order to determine if they are required to obtain regulatory approval relating to the ownership of BFC’s Class A Common Stock.

In addition, as described above, BFC has received confirmation from the Federal Reserve that the Federal Reserve has not identified any material supervisory concerns with respect to the proposed merger; however, the Federal Reserve may, in its discretion, decide to reconsider its position in the event of, among other things, a change in the terms or conditions of the transaction.

BankAtlantic Bancorp is also subject to regulation by the Federal Reserve, and BankAtlantic is subject to regulation by the Office of the Comptroller of the Currency (the “OCC”). During February 2011, BankAtlantic Bancorp and BankAtlantic each entered into Cease and Desist Orders with the OTS, the supervisory authority of which is now held by the Federal Reserve in the case of BankAtlantic Bancorp and the OCC in the case of BankAtlantic. See “Recent Developments” beginning on page      for further information regarding these Cease and Desist Orders. In addition, during January 2012, the SEC brought a civil action against BankAtlantic Bancorp and its Chief Executive Officer alleging violations of provisions of federal securities laws. BankAtlantic

Bancorp believes that it and its Chief Executive Officer fully complied with applicable law and intends to vigorously defend the litigation. See “Information About BFC — Legal Proceedings — BankAtlantic Bancorp and its Subsidiaries” beginning on page      for further information regarding this litigation.

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

The shares of BFC’s Class A Common Stock to be issued in connection with the merger will not be subject to any restrictions on transfer arising under the Securities Act, except for shares issued to any Bluegreen 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.

Comparison of Rights of Common Shareholders of BFC and Bluegreen (page     )

Bluegreen’s shareholders, whose rights are currently governed by Massachusetts law, Bluegreen’s Restated Articles of Organization and Bluegreen’s Amended and Restated Bylaws, in each case as amended, will, upon consummation of the merger and provided they do not exercise and perfect their appraisal rights, become holders of BFC’s Class A Common Stock, and their rights will be governed by Florida law and BFC’s Second Amended and Restated Articles of Incorporation and Bylaws, as amended.

Litigation Regarding the Merger (page     )

Purported class action lawsuits seeking to enjoin the merger or, if it is completed, to recover relief as determined by the applicable presiding court to be appropriate have been filed in the 15th Judicial Circuit in and for Palm Beach County, Florida and the Superior Court for Suffolk County in the Commonwealth of Massachusetts. BFC and Bluegreen believe that the lawsuits are without merit and intend to defend against them vigorously.

Material U.S. Federal Income Tax Consequences of the Merger (page     )

The merger has been structured to qualify as a tax-free “reorganization” under Section 368(a) of the Code. Accordingly, a holder of Bluegreen’s Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of his, her or its shares of Bluegreen’s Common Stock for shares of BFC’s Class A Common Stock. Each holder of Bluegreen’s Common Stock will have a tax basis in the shares of BFC’s Class A Common Stock that he, she or it receives in the merger equal to his, her or its current tax basis in his, her or its shares of Bluegreen’s Common Stock.

Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (“Stearns Weaver”) will issue an opinion to BFC and Bluegreen as of the effective date of the merger to the effect that the merger will qualify as a tax-free “reorganization” under Section 368(a) of the Code and that BFC and Bluegreen will each be a party to that “reorganization” under Section 368(b) of the Code.

As described in further detail below, holders of Bluegreen’s Common Stock have the right to assert and exercise appraisal rights with respect to the merger and obtain payment in cash for the value of their shares. The receipt of cash in exchange for shares of Bluegreen’s Common Stock will be a taxable transaction.

This summary may not be applicable to all holders of Bluegreen’s Common Stock. You should read the section of this joint proxy statement/prospectus entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” 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 tax consequences of the merger to you.

Anticipated Accounting Treatment (page     )

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. The results of operations of Bluegreen will continue to be included in the consolidated financial statements of BFC.

Termination of the Merger Agreement (page     )

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 Bluegreen. In addition, each of BFC and Bluegreen may terminate the merger agreement under certain circumstances, including, without limitation:

Market Prices and Dividend Information

BFC’s Class A Common Stock is currently listed for trading on the Pink Sheets under the trading symbol “BFCF.PK.” Bluegreen’s Common Stock is listed for trading on the NYSE under the trading symbol “BXG.” As described above, consummation of the merger is conditioned upon, among other things, BFC’s Class A Common Stock being listed for trading on a national securities exchange at the effective time of the merger.

The following table sets forth the closing prices for BFC’s Class A Common Stock and Bluegreen’s Common Stock, as quoted on the Pink Sheets and NYSE, respectively, on November 11, 2011, the last trading day before the public announcement of the merger agreement, and on             , 2012, the last trading day before the date of this joint proxy statement/prospectus. The table also includes the equivalent prices per share of Bluegreen’s Common Stock that holders of such stock would receive in connection with the merger if the merger were completed on those dates, applying the exchange ratio of eight shares of BFC’s Class A Common Stock for each share of Bluegreen’s Common Stock.

The above table shows only historical comparisons. These comparisons may not provide meaningful information to BFC’s and Bluegreen’s shareholders in determining whether to approve the merger. Shareholders of BFC and Bluegreen are urged to obtain current market quotations and to carefully review the other information contained in this joint proxy statement/prospectus prior to voting their shares.

BFC has never paid cash dividends on its Class A Common Stock or Class B Common Stock. BFC has historically paid regularly quarterly cash dividends of $187,500 on its outstanding preferred stock. BFC, on a parent company only basis, previously committed that it would not, without the prior written non-objection of its primary regulator, among other things, declare or make any dividends or other capital distributions other than the regular quarterly dividends payable on its outstanding preferred stock. Additionally, on June 30, 2011, BFC was advised that it was not permitted to make dividend payments on its preferred stock without such prior written non-objection. During the quarter ended September 30, 2011, BFC received from the Federal Reserve, which now has supervisory authority over BFC, a written non-objection to the payment of the dividend on BFC’s outstanding preferred stock for such quarter. However, there is no assurance that any future required written non-objection will be received. The merger agreement also contains restrictions on BFC’s right to make dividend payments or capital distributions during the interim period between the date of the merger agreement and the effective time of the merger.

While BFC may consider declaring and paying dividends in the future with respect to its Class A Common Stock, there can be no assurance that it will do so. Future declaration and payment of cash dividends with respect to BFC’s Class A Common Stock, if any, will be determined in light of the then-current financial condition of BFC and other factors deemed relevant by the board of directors of BFC and, as described above, is currently subject to regulatory restrictions.

Bluegreen did not pay any cash or stock dividends during the years ended December 31, 2009 or 2010. Certain of Bluegreen’s credit facilities contain terms which prohibit the payment of cash dividends on Bluegreen’s Common Stock and Bluegreen’s ability to repurchase shares. In addition there is no assurance that Bluegreen’s future credit facilities will not contain similar terms. Subject to such restrictions, Bluegreen’s board of directors may consider the possibility of paying cash dividends at some point in the future. However, any decision by Bluegreen’s board of directors to pay dividends will be based on Bluegreen’s cash position and operating and capital needs. There is no assurance that Bluegreen will pay cash dividends to its shareholders in the foreseeable future.

Comparative Per Share Data

The following table sets forth historical per share information of BFC and Bluegreen. The table also sets forth pro forma per share information after giving effect to (i) the merger as an equity transaction and (ii) both the merger as an equity transaction and BankAtlantic Bancorp’s sale of BankAtlantic to BB&T. The pro forma equivalent information of Bluegreen was derived by multiplying the pro forma net income (loss) per common share from continuing operations information for the year ended December 31, 2010 and the nine months ended September 30, 2011 and book value per common share information as of September 30, 2011, in each case by the exchange ratio of eight shares of BFC’s Class A Common Stock for each share of Bluegreen’s Common Stock. You should not rely on this information as being indicative of the historical results that would have been achieved had these transactions occurred on an earlier date or the future results that BFC will experience in the event these transactions are consummated. The pro forma per share data has been derived from and should be read in conjunction with the unaudited pro forma condensed consolidated financial statements and related notes included in this joint proxy statement/prospectus. The historical per share data has been derived from and should be read in conjunction with the historical consolidated financial statements of BFC and Bluegreen and related notes included in this joint proxy statement/prospectus.

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 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 dates, and for the periods, indicated. You should not assume the results of operations for past periods indicate results for any future period. The following information is only a summary and should be read together with “BFC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and BFC’s consolidated financial statements and related notes included in this joint proxy statement/prospectus.