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BFCF > SEC Filings for BFCF > Form 8-K on 23-Dec-2013All Recent SEC Filings

Show all filings for BFC FINANCIAL CORP

Form 8-K for BFC FINANCIAL CORP


23-Dec-2013

Creation of a Direct Financial Obligation or an Obligation under an Off-Balanc


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

As previously disclosed, BFC Financial Corporation (the "Company") holds a 54% equity interest in Woodbridge Holdings, LLC, which owns 100% of Bluegreen Corporation ("Bluegreen"). BBX Capital Corporation ("BBX Capital"), in which the Company holds an approximately 53% equity interest, holds the remaining 46% equity interest in Woodbridge.

On December 17, 2013, Bluegreen's timeshare notes receivable purchase facility with Branch Banking and Trust Company (the "Facility") was amended to provide for maximum outstanding financings of $80.0 million, on a revolving basis through December 17, 2014, secured by timeshare receivables at an advance rate of 70.0%, subject to the terms of the Facility, eligible collateral and terms and conditions believed to be customary for financing arrangements of this type. Prior to the amendment, the Facility provided for maximum outstanding financings of $40.0 million, on a revolving basis through December 17, 2013, secured by timeshare receivables at an advance rate of 67.5%. In connection with the amendment, DZ Bank joined as a participant in the Facility, with all future financings to be funded 50% by Branch Banking and Trust Company and 50% by or through DZ Bank. The Facility will mature and all outstanding amounts will become due thirty-six months after the revolving advance period has expired (such thirty-six month period, the "Term-Out Period"), or earlier under certain circumstances set forth in the Facility. Interest on amounts outstanding under the Facility is tied to the LIBOR rate, in the case of amounts funded by Branch Banking and Trust Company, and a cost of funds rate or commercial paper rates, in the case of amounts funded by or through DZ Bank. The interest rate under the Facility equals the applicable index rate plus 3.5% prior to the commencement of the Term-Out Period and the applicable index rate plus 5.5% during the Term-Out Period. In each case, the index rate is subject to a floor of 0.375%. Prior to the amendment, the LIBOR rate was subject to a floor of 0.75%. Subject to the terms of the 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 Facility) until the commencement of the Term-Out Period, at which point all of the excess cash flow will be paid to the noteholders until the outstanding balance is reduced to zero. While ownership of the timeshare receivables included in the Facility is transferred and sold for legal purposes, the transfer of these timeshare receivables is accounted for as a secured borrowing for financial accounting purposes. The Facility is nonrecourse and is not guaranteed by Bluegreen, Woodbridge, BBX Capital or the Company.

The foregoing description of the amendment to the 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 effecting the amendment, which are included as Exhibits 10.1 through 10.6 of this Current Report on Form 8-K and are incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On December 13, 2013, the Company entered into an agreement (the "Agreement") with the holders (the "Preferred Shareholders") of the Company's 5% Cumulative Preferred Stock (the "Preferred Stock"), pursuant to which the Company and the Preferred Shareholders agreed to the amendment of certain of the relative rights, preferences and limitations of the Preferred Stock which were previously designated by the Company's Board of Directors pursuant to Florida law and the Company's Amended and Restated Articles of Incorporation (the "Articles of Incorporation"). On December 19, 2013, the Company filed Articles of Amendment to its Articles of Incorporation (the "Articles of Amendment") to effect the amendments contemplated by the Agreement. Prior to the filing of the Articles of Amendment, the Company was required to redeem 5,000 shares of the Preferred Stock for an aggregate redemption price of $5,000,000 ($1,000 per share) during each of the years ending December 31, 2016, 2017 and 2018, to the extent not previously redeemed pursuant to the Company's optional redemption right. Pursuant to the Articles of Amendment, the Company's mandatory redemption obligation with respect to the Preferred Stock for the years ending December 31, 2016, 2017 and 2018 was extended until the years ending


December 31, 2018, 2019 and 2020. In addition, the Articles of Amendment eliminated the right that the Preferred Shareholders previously had, upon a default by the Company on its dividend or redemption obligations with respect to the Preferred Stock, to receive from the Company certain shares of common stock of Bluegreen. Under the terms of the Agreement, the Company also agreed to make a $5 million loan to the Preferred Shareholders. The loan is secured by 5,000 shares of the Preferred Stock, has a term of five years, accrues interest at a rate of 5% per annum and provides for payments of interest only on a quarterly basis during the term of the loan, with all outstanding amounts being due and payable at maturity.

The full text of the Articles of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1     Articles of Amendment to the Amended and Restated Articles of
        Incorporation of BFC Financial Corporation, effective December 19, 2013

10.1    Amended and Restated Purchase and Contribution Agreement, dated as of
        December 1, 2013, by and among Bluegreen Corporation and Bluegreen
        Timeshare Finance Corporation I

10.2    Amended and Restated Sale Agreement, dated as of December 1, 2013, by and
        among Bluegreen Timeshare Finance Corporation I and BXG Timeshare Trust I

10.3    Fifth Amended and Restated Indenture, dated as of December 1, 2013, among
        BXG Timeshare Trust I, Bluegreen Corporation, Vacation Trust, Inc.,
        Concord Servicing Corporation, U.S. Bank National Association, Branch
        Banking and Trust Company and DZ Bank AG

10.4    Fifth Amended and Restated Note Funding Agreement, dated as of December 1,
        2013, by and among BXG Timeshare Trust I, Bluegreen Corporation, Bluegreen
        Timeshare Finance Corporation I, the purchasers from time to time parties
        thereto, Branch Banking and Trust Company and DZ Bank AG

10.5    Amended and Restated Trust Agreement, dated as of December 17, 2013, by
        and among Bluegreen Timeshare Finance Corporation I, GSS Holdings, Inc.,
        and Wilmington Trust Company

10.6    Sixth Amended and Restated Standard Definitions to the Transaction
        Documents filed as Exhibits 10.1 through 10.5 of this Current Report on
        Form 8-K


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