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BFCF > SEC Filings for BFCF > Form 8-K on 5-Nov-2013All Recent SEC Filings

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Other Events

Item 8.01 Other Events

On October 30, 2013, Renin Holdings LLC, a newly formed joint venture entity beneficially owned 81% by BBX Capital Corporation ("BBX Capital") and 19% by BFC Financial Corporation ("BFC"), through newly formed acquisition subsidiaries (Renin Holdings LLC and its acquisition subsidiaries are referred to collectively as the "Purchasers") completed the previously announced acquisition (the "Transaction") of substantially all of the assets of Renin Corp. and its subsidiaries (collectively, the "Sellers") for approximately $14.6 million in cash (the "Transaction Consideration"). The Transaction Consideration is subject to certain potential post-closing adjustments based on the Sellers' working capital as of the closing and certain contractually provided Seller indemnities.
At the closing, approximately $1.7 million of the Transaction Consideration was placed in escrow pending final determination of the working capital adjustment, if any, and final resolution of any indemnification obligations of the Sellers.
Bluegreen Corporation, a subsidiary jointly owned 46% by BBX Capital and 54% by BFC through Woodbridge Holdings, LLC, funded approximately $9.4 million of the Transaction Consideration in the form of a term loan and revolver facility to the Purchasers. The balance of the Transaction Consideration of $5.2 million was funded approximately $4.2 million by BBX Capital and approximately $1.0 million by BFC in accordance with their percentage equity interests in Renin Holdings LLC. The Transaction Consideration proceeds were used to satisfy certain of the Sellers' outstanding debt and other liabilities, obligations and expenses.

The Sellers manufacture interior closet doors, wall décor, hardware, and fabricated glass products and operate through headquarters in Canada and four current manufacturing, assembly and distribution facilities in Canada, the United States and the United Kingdom. The acquired assets include, among other things, inventory, trade accounts receivable, property, plant and equipment, and intellectual property and other intangible assets with an estimated carrying value, subject to adjustment, of $23 million. In addition to acquiring the assets, approximately $9.0 million of certain trade accounts payable and accrued liabilities of the Sellers which represent ordinary course business obligations incurred by the Sellers prior to the closing and certain accrued employee benefits were assumed in the Transaction.

BFC currently owns shares of BBX Capital's Class A Common Stock and Class B Common Stock representing, in the aggregate, approximately 72% of the total voting power and 52% of the outstanding common stock of BBX Capital.

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