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Woodbridge
Holdings Corporation (WDGH) (formerly Levitt
Corporation)
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(Name
of Issuer)
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Class
A Common Stock
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(Title
of Class of Securities)
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978842201
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(CUSIP
Number)
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Alan
Fournier
c/o
Pennant Capital Management, L.L.C.
26
Main Street, Suite 203
Chatham,
NJ 07928
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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September
21, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D/A, and is
filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
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Note: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
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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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The
information required on 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 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP
No.
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978842201
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Pennant
Capital Management, L.L.C.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[X]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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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
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0
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8.
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SHARED
VOTING POWER
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0
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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[_]
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0
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|||
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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0
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.00%
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14.
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TYPE
OF REPORTING PERSON
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IA,
OO
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CUSIP
No.
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978842201
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||
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Pennant
Master Fund, L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[X]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Cayman
Islands
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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
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0
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8.
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SHARED
VOTING POWER
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0
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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[_]
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0
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|||
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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0
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.00%
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14.
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TYPE
OF REPORTING PERSON
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PN
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CUSIP
No.
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978842201
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Pennant
Windward Master Fund, L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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||
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(a)
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[_]
|
||
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(b)
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[X]
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||
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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WC
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Cayman
Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
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7.
|
SOLE
VOTING POWER
|
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0
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8.
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SHARED
VOTING POWER
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0
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9.
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SOLE
DISPOSITIVE POWER
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0
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||
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10.
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SHARED
DISPOSITIVE POWER
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[_]
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0
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|||
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
PERSON
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||
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0
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
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CERTAIN
SHARES*
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||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.00%
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14.
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TYPE
OF REPORTING PERSON
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PN
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||
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CUSIP
No.
|
978842201
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||
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Alan
Fournier
c/o
Pennant Capital Management, L.L.C.
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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||
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(a)
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[_]
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||
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(b)
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[X]
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||
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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AF
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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||
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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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0
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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[_]
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0
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|||
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
PERSON
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||
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0
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
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CERTAIN
SHARES*
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||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.00%
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14.
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TYPE
OF REPORTING PERSON
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IN
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CUSIP
No.
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978842201
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Item
1.
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Security
and Issuer.
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NO
MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22,
2007.
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Item
2.
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Identity
and Background.
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NO
MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22,
2007.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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As
of the date hereof Pennant Capital Management, L.L.C. may be deemed to
beneficially own 0 of the Issuer's Class A Common Stock (the
"Shares").
As
of the date hereof Pennant Master Fund, L.P. may be deemed to beneficially
own 0 Shares.
As
of the date hereof Pennant Windward Master Fund, L.P. may be deemed to
beneficially own 0 Shares.
As
of the date hereof Alan Fournier may be deemed to beneficially own 0
Shares.
No
borrowed funds were used to purchase the Shares reported herein, other
than any borrowed funds used for working capital purposes in the ordinary
course of business.
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Item
4.
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Purpose
of Transaction.
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NO
MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22,
2007.
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Item
5.
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Interest
in Securities of the Issuer.
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On
September 21, 2009, the issuer and BFC Financial Corporation ("BFC")
consummated their previously announced merger (the "Merger") pursuant to
which the issuer merged with and into WDG Merger Sub, LLC, a wholly-owned
subsidiary of BFC ("Merger Sub"). Merger Sub, which, effective
upon consummation of the Merger, was re-named Woodbridge Holdings, LLC,
continued as the surviving company of the Merger (the "Surviving Company")
and the successor entity to the issuer. In connection with the
Merger, which was approved by the shareholders of the issuer and BFC at
their respective meetings held on September 21, 2009, each outstanding
share of the issuer's Class A Common Stock (other than shares held by
shareholders of the issuer who duly exercised and perfected their
appraisal rights under Florida law) automatically converted into the right
to receive 3.47 shares of BFC's Class A Common Stock. Shares otherwise
issuable to BFC attributable to the shares of the issuer's Class A Common
Stock and Class B Common Stock owned by BFC were canceled in connection
with the Merger, reflecting Florida law which provides that BFC cannot own
shares of its own stock.
As
a result of the Merger, the issuer's separate corporate existence ceased
and its Class A Common Stock will no longer be publicly traded.
Accordingly, the Surviving Company, on behalf of the issuer, intends to
file with the Securities and Exchange Commission a certification on Form
15 to deregister the issuer's Class A Common Stock (and associated
preferred share purchase rights) and to suspend the issuer's reporting
obligations under Sections 13 and 15(d) of the Securities Exchange Act of
1934.
As
of the date hereof, Pennant Capital Management, L.L.C. may be deemed to
beneficially own 0 Shares, or 0.00% of
the Shares of the Issuer. Pennant Master Fund, L.P. may be
deemed to beneficially own 0 Shares, or 0.00% of the Shares of the
Issuer. Pennant Windward Master Fund, L.P. may be deemed to
beneficially own 0 Shares, or 0.00% of the Shares of the
Issuer. Alan Fourier may be deemed to beneficially own 0
Shares, or 0.00% of the Shares of the Issuer.
Pennant
Capital Management, L.L.C. shares the power to vote or direct the vote of
0 Shares to which this filing relates.
Pennant
Capital Management, L.L.C. has the sole power to vote or direct the vote
of 0 Shares to which this filing relates.
Pennant
Capital Management, L.L.C. shares the power to dispose or direct the
disposition of the 0 Shares to which this filing relates.
Pennant
Capital Management, L.L.C. has the sole power to dispose or direct the
disposition of 0 Shares to which this filing relates.
Pennant
Capital Management, L.L.C. specifically disclaims beneficial ownership in
the Shares reported herein except to the extent of its pecuniary interest
therein..
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Pennant
Master Fund, L.P. shares the power to vote or direct the vote of 0 Shares
to which this filing relates.
Pennant
Master Fund, L.P. has the sole power to vote or direct the vote of 0
Shares to which this filing relates.
Pennant
Master Fund, L.P. shares the power to dispose or direct the disposition of
the 0 Shares to which this filing relates.
Pennant
Master Fund, L.P. has the sole power to dispose or direct the disposition
of 0 Shares to which this filing relates.
Pennant
Master Fund, L.P. specifically disclaims beneficial ownership in the
Shares reported herein except to the extent of its pecuniary interest
therein.
Pennant
Windward Master Fund, L.P. shares the power to vote or direct the vote of
0 Shares to which this filing relates.
Pennant
Windward Master Fund, L.P. has the sole power to vote or direct the vote
of 0 Shares to which this filing relates.
Pennant
Windward Master Fund, L.P. shares the power to dispose or direct the
disposition of the 0 Shares to which this filing relates.
Pennant
Windward Master Fund, L.P. has the sole power to dispose or direct the
disposition of 0 Shares to which this filing relates.
Pennant
Windward Master Fund, L.P. specifically disclaims beneficial ownership in
the Shares reported herein except to the extent of its pecuniary interest
therein.
Alan
Fournier shares the power to vote or direct the vote of 0 Shares to which
this filing relates.
Alan
Fournier has the sole power to vote or direct the vote of 0 Shares to
which this filing relates.
Alan
Fournier shares the power to dispose or direct the disposition of the 0
Shares to which this filing relates.
Alan
Fournier has the sole power to dispose or direct the disposition of 0
Shares to which this filing relates.
Alan
Fournier specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest
therein.
Each
of the Reporting Persons has the right to receive and the power to direct
the receipt of dividends from, or the proceeds from the sale of, a portion
of the Shares reported herein.
The
Reporting Persons have not purchased or sold any Shares during the past 60
days. |
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect
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to
Securities of the Issuer.
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NO
MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22,
2007.
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Item
7.
|
Material
to be Filed as Exhibits.
|
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Exhibit
A: Agreement between the Reporting Persons to file jointly
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October
6, 2009
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(Date)
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PENNANT
CAPITAL MANAGEMENT, L.L.C.*
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/s/
Alan Fournier
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Name:
Alan Fournier
Title:
Managing Member
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PENNANT
MASTER FUND, L.P.*
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/s/
Alan Fournier
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Name:
Alan Fournier
Title:
Managing Member of Pennant General Partner, L.L.C., its general
partner
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PENNANT
WINDWARD MASTER FUND, L.P.*
|
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|
/s/
Alan Fournier
|
|
|
Name:
Alan Fournier
Title:
Managing Member of Pennant General Partner, L.L.C., its general
partner
|
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ALAN
FOURNIER*
/s/ Alan
Fournier__________________________
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PENNANT
CAPITAL MANAGEMENT, L.L.C.
|
|
|
/s/
Alan Fournier
|
|
|
Name:
Alan Fournier
Title:
Managing Member
|
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PENNANT
MASTER FUND, L.P.
|
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|
/s/
Alan Fournier
|
|
|
Name:
Alan Fournier
Title:
Managing Member of Pennant General Partner, L.L.C., its general
partner
|
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PENNANT
WINDWARD MASTER FUND, L.P.
|
|
|
/s/
Alan Fournier
|
|
|
Name:
Alan Fournier
Title:
Managing Member of Pennant General Partner, L.L.C., its general
partner
|
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ALAN
FOURNIER
/s/ Alan
Fournier__________________________
|