BBX CAPITAL CORPORATION (NYSE:BBX) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 12, 2018, Bluegreen Vacations Corporation, a 90% owned subsidiary of BBX Capital Corporation, amended and restated itsrevolving timeshare receivables hypothecation facility with Liberty Bank (the “Liberty Bank Facility”) to renew the revolving credit period, which will now run through March 2020, extend the maturity date from November 2020 until March 2023, and amend the interest rate on borrowings under the Liberty Bank Facility, as described below. Subject to its terms and conditions, the Liberty Bank Facility provides for advances of (i) 85% of the unpaid principal balance of Qualified Timeshare Loans assigned to agent, and (ii) 60% of the unpaid principal balance of Non-Conforming Timeshare Loans assigned to agent, during the revolving credit period of the facility. The amendments to the Liberty Bank Facility did not impact the maximum permitted outstanding borrowings, which remains at $50.0 million, subject to the terms of the facility. As of March 12, 2018, availability under the Liberty Bank Facility was approximately $27.2 million based on there being approximately $22.8 million of outstanding borrowings prior to the amendment and restatement of the facility. Until March 31, 2018, borrowings under the Liberty Bank Facility will continue to bear interest at the prevailing rate under the facility, which is the WSJ Prime Rate plus 0.50% per annum, subject to a 4.00% floor. to the amendments to the Liberty Bank Facility, effective April 1, 2018, all borrowings outstanding under the facility will bear interest at an annual rate equal to the WSJ Prime Rate, subject to a 4.00% floor. Principal and interest under the Liberty Bank Facility are paid as cash is collected on the pledged receivables, with the remaining balance being due upon maturity.
The foregoing description of the amendment and restatement of the Liberty Bank Facility is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Loan Agreement and the Second Amended and Restated Receivables Loan Note, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
10.1 – Second Amended and Restated Receivables Loan Agreement, dated as of March 12, 2018, by and among Bluegreen Vacations Corporation, as Borrower, and Liberty Bank, as Lender and Administrative and Collateral Agent
10.2 – Second Amended and Restated Receivables Loan Note, dated as of March 12, 2018, by Bluegreen Vacations Corporation in favor of Liberty Bank
BBX Capital Corp ExhibitEX-10.1 2 c858-20180316xex10_1.htm EX-10.1 Exhibit 101 EXHIBIT 10.1 Table of Contents Page 1. Definitions and Construction 1 1.1 Definitions 1 1.2 Construction 20 1.3 General Acknowledgments 21 1.4 Inconsistency 22 1.5 Schedules and Exhibits. 22 1.6 Accounting Principles. 22 2. The Receivables Loan 22 2.1 Loan Amount 22 2.2 Advances 23 2.3 Requests for Advance 26 2.4 Limitation on Amount of Advances 26 2.5 Supplementary Advances 26 2.6 Loan Account 26 2.7 Receivables Loan Note 27 2.8 Amounts in Excess of Maximum Receivables Loan Amount 27 2.9 Use of Proceeds 27 2.10 Closing 27 2.11 Purposely Omitted 27 2.12 Allocation of Pledged Timeshare Loans Among Lenders 27 3. Loan Administration 27 3.1 Receivables Loan Advances 27 3.2 Several Obligations of Lenders 28 3.3 Permitted Assumptions by Agent 28 4. Interest Rate 30 4.1 Primary Interest Rate 30 4.2 Default Rate 30 4.3 Calculation of Interest 31 4.4 Limitation of Interest to Maximum Lawful Rate 31 5. Fees 31 5.1 Receivables Loan Fee 31 5.2 Late Charge 32 5.3 Purposely Omitted 32 5.4 Loan Balance Fee 32 6. Payments 33 6.1 Collections 33 6.2 Additional Mandatory Payments 34 6.3 Minimum Payments 34 6.4 Final Payment Date 34 6.5 Reinstatement of Obligations 34 6.6 Prepayments 35 6.7 Change of Control 37 6.8 Application of Payments 37 i Table of Contents (continued) Page 6.9 Indemnity 37 6.10 General 37 7. Security; Guaranties 37 7.1 Security 37 7.2 Endorsement of Notes; Assignment and Delivery 39 7.3 Lockbox Agreement 40 7.4 Servicing Agreement 41 7.5 Custodial Agreement 41 7.6 Notice to Purchasers 42 7.7 Payments to be Forwarded 42 7.8 Cancellation and Modifications of Notes 43 7.9 Permitted Contests 43 7.10 Release 43 8. Representations and Warranties 43 8.1 Organization; Power 44 8.2 Licenses 44 8.3 Transaction is Legal and Enforceable 44 8.4 Due Authorization; No Legal Restrictions 44 8.5 No Breach or Default of Other Agreements; Compliance with Other Agreements 45 8.6 Litigation 45 8.7 Taxes 45 8.8 Insurance 46 8.9 Consents 46 8.10 No Violation of Law 46 8.11 Financial Statements 47 8.12 No Material Adverse Change in Financial Condition 47 8.13 Title to Collateral 47 8.14 Names,…To view the full exhibit click here
About BBX CAPITAL CORPORATION (NYSE:BBX)
BBX Capital Corporation (BBX Capital) is involved in the acquisition, ownership and management of joint ventures and investments in real estate and real estate development projects, as well as investments in operating businesses. The Company operates through three business segments: BBX, Renin and Sweet Holdings. The BBX segment consists of the activities associated with managing the commercial loan portfolio, real estate properties of BBX Capital and its subsidiaries, including BBX Partners, BBX Capital Asset Management, LLC (CAM) and Florida Asset Resolution Group, LLC (FAR). The Renin segment consists of the activities of Renin Holdings, LLC and its subsidiaries (Renin). Renin manufactures interior closet doors, wall decor, hardware and fabricated glass products. The Sweet Holdings segment consists of the activities of BBX Capital’s acquired operating businesses in the confection industry. The Sweet Holdings segment companies manufacture chocolate and hard candy products.
