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 May 19, 2017, Bluegreen Corporation (“Bluegreen”), a wholly owned subsidiary of BBX Capital Corporation, entered into agreements and other instruments to amend and restate its timeshare notes receivable purchase facility (the “Purchase Facility”), which permits maximum outstanding financings of up to $80.0 million. The amendments to the Purchase Facility extended the advance period from December 2017 to December 2019 and increased the advance rate with respect to timeshare receivables securing amounts financed from 75% to 80%, subject to eligible collateral and other terms of the Purchase Facility. In connection with the amendment and restatement, KeyBank National Association (“KeyBank”) replaced Branch Banking and Trust Company (“BB&T”) as one of the funding agents. DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main (“DZ”) remains the other funding agent for the Purchase Facility. As previously described, (a) the Purchase Facility will mature and all outstanding amounts will become due 36 months after the revolving advance period has expired, or earlier under certain circumstances set forth in the Purchase Facility, and (b) interest on amounts outstanding under the Purchase Facility is tied to an applicable index rate of the LIBOR rate, in the case of amounts funded by KeyBank, and a cost of funds rate or commercial paper rates, in the case of amounts funded by or through DZ. As a result of the amendment and restatement, the interest rate under the Purchase Facility until the expiration of the revolving advance period equals the applicable index rate plus 2.75% (a decrease from 2.9% prior to the amendment and restatement) and thereafter will equal the applicable index rate plus 4.75% (a decrease from 4.9% prior to the amendment and restatement). Subject to the terms of the Purchase Facility, Bluegreen will receive the excess cash flows generated by the receivables sold (excess meaning after payments of customary fees, interest and principal under the Purchase facility) until the expiration of the receivables advance period, at which point all of the excess cash flow will be paid to the note holders until the outstanding balance is reduced to zero. While ownership of the timeshare receivables included in the Purchase Facility is transferred and sold for legal purposes, the transfer of these timeshare receivables is accounted for as a secured borrowing for financial reporting purposes. The Purchase Facility is nonrecourse and is not guaranteed by Bluegreen.
The foregoing description of the Purchase 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 agreements and other instruments relating to the Purchase Facility, which are filed as Exhibits 10.1 through 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 – Second Amended and Restated Purchase and Contribution Agreement, dated as of May 1, 2017, between Bluegreen Corporation and Bluegreen Timeshare Finance I
Exhibit 10.2 – Second Amended and Restated Sale Agreement, dated as of May 1, 2017, between Bluegreen Timeshare Finance I and BXG Timeshare Trust I
Exhibit 10.3 – Sixth Amended and Restated Indenture, dated as of May 1, 2017, among BXG Timeshare Trust I, Bluegreen Corporation, Vacation Trust, Inc., Concord Servicing Corporation, U.S. Bank National Association, KeyBank National Association and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main
Exhibit 10.4 – Sixth Amended and Restated Note Funding Agreement, dated as of May 1, 2017, by and among Bluegreen Corporation, BXG Timeshare Trust I, Bluegreen Timeshare Finance Corporation I, the purchasers from time to time parties thereto and KeyBank National Association and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main
Exhibit 10.5 – Second Amended and Restated Trust Agreement, dated as of May 19, 2017, by and among Bluegreen Timeshare Finance I, GSS Holdings, Inc. and Wilmington Trust Company
Exhibit 10.6 – Seventh Amended and Restated Standard Definitions to the Transaction Documents filed as Exhibit 10.1 through 10.5 of this Current Report on Form 8-K
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. BBX CAPITAL CORPORATION (NYSE:BBX) Recent Trading Information
BBX CAPITAL CORPORATION (NYSE:BBX) closed its last trading session at 20.05 with 4,315 shares trading hands.