Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Timeshare Loan Term Securitization

On September 13, 2012, Bluegreen Corporation ("we"or "the Company") completed a private offering and sale of $100 million of investment-grade, timeshare loan-backed notes (the "2012-A Term Securitization"). The 2012-A Term Securitization consisted of the issuance of two tranches of timeshare-loan backed notes: $79.05 million of Class A and $20.95 million of Class B notes with note interest rates of 2.66% and 3.99%, respectively, which blended to a weighted average note interest rate of 2.94%. The gross advance rate for this transaction was 89.5%. BB&T Capital Markets acted as the bookrunner, structuring agent and co-lead manager and RBS Securities Inc. acted as co-lead manager. Both BB&T Capital Markets and RBS Securities Inc. acted as initial purchasers.

The amount of the timeshare receivables sold was approximately $112 million, approximately $102 million of which was provided at closing and approximately $10 million is expected to be provided prior to December 13, 2012. The gross proceeds of $100 million were used to: repay Branch Banking and Trust Company ("BB&T") approximately $40 million, representing all amounts currently outstanding (including accrued interest) under the Company's existing purchase facility with BB&T (the "BB&T Purchase Facility"); repay Liberty Bank approximately $35 million, (including accrued interest) under the Company's 2008 Liberty Bank Facility; capitalize a reserve fund; and pay fees and expenses associated with the transaction. The remainder of the proceeds, approximately $22 million, will be used for general corporate purposes. At the time of the completion of and as a result of the 2012-A Term Securitization, there were (i) no amounts outstanding under the BB&T Purchase Facility, which allows for maximum outstanding receivable-backed borrowings of $50 million on a revolving basis through December 17, 2012, (ii) no amounts outstanding under the 2008 Liberty Bank Facility and (iii) $21 million outstanding under the 2011 Liberty Bank Facility, which allows for maximum outstanding receivable-backed borrowings of $60 million on a revolving basis through February 11, 2013. Additional availability in excess of $60 million was created under the Company's receivable-backed credit facilities as a result of the 2012-A Term Securitization.

While ownership of the timeshare receivables included in the 2012-A Term Securitization is transferred and sold for legal purposes, the transfer of these timeshare receivables will be accounted for as a secured borrowing for financial accounting purposes.