Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 25, 2020, Bluegreen Vacations Corporation (the "Company") amended
its revolving timeshare receivables hypothecation facility with Liberty
Bank (the "Liberty Bank Facility") to renew the revolving credit period, which
will begin on July 1, 2020 and expire on June 30, 2021, extend the maturity date
from March 12, 2023 until June 30, 2024, and amend certain of the other terms of
the Liberty Bank Facility, including the interest rate on borrowings under the
Liberty Bank Facility, as described below. Subject to its terms and
conditions, the Liberty Bank Facility, as amended, provides for advances of (i)
80% (decreasing from 85% by September 30, 2020) 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 amendment to the Liberty Bank
Facility reduced the maximum permitted outstanding borrowings from $50.0 million
to $40.0 million, subject to the terms of the facility. After giving effect to
the amendment of the facility, availability under the Liberty Bank Facility was
approximately $18.3 million as of June 25, 2020 based on approximately $21.7
million outstanding at that time. Until June 30, 2020, borrowings under the
Liberty Bank Facility will continue to bear interest at the prevailing rate
under the facility, which is the WSJ Prime Rate, subject to a 4.00%
floor. Pursuant to the amendment to the Liberty Bank Facility, effective July 1,
2020, all borrowings outstanding under the facility will bear interest at an
annual rate equal to the WSJ Prime Rate minus 0.10%, subject to a 3.40% 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. In addition, subject to certain exceptions, the Company's recourse
liability under the amended facility is $10 million. Prior to the amendment, the
facility was fully recourse to the Company.
The foregoing description of the amendment 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 First Amendment to the Second Amended and
Restated Loan Agreement and the Third 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 First Amendment to the Second Amended and Restated Receivables Loan
Agreement
10.2 Third Amended and Restated Receivables Loan Note
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