Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Shawn B. Pearson has notified Bluegreen Vacations Corporation (the "Company") of
his resignation as a director and President and Chief Executive Officer ("CEO")
of the Company, effective December 31, 2019.
The Board of Directors of the Company appointed Alan B. Levan as President and
CEO of the Company, effective upon Mr. Pearson's resignation from such
positions. In addition, Raymond S. Lopez, the Company's current Executive Vice
President, Chief Financial Officer and Treasurer, was appointed by the Company's
Board of Directors to also serve as Chief Operating Officer of the Company,
Alan B. Levan, age 75, has served as Chairman of the Company's Board of
Directors since May 2017 and from May 2002 to December 2015. From May 2015 until
May 2017, he served the Company in a non-executive capacity. In addition, Mr.
Levan is the Chairman, Chief Executive Officer and President of BBX Capital
Corporation ("BBX Capital"), serving in such capacities since February 2017 as
well as from 1978 until December 2015. He is the father of Jarett S. Levan, a
director of the Company.
Raymond S. Lopez, age 44, has served as Executive Vice President, Chief
Financial Officer and Treasurer of the Company since September 30, 2019. Mr.
Lopez is also the Executive Vice President, Chief Financial Officer and Chief
Risk Officer of BBX Capital. Mr. Lopez served as Chief Accounting Officer of the
Company from 2005 until joining BBX Capital in 2015 and as Controller from 2004
BBX Capital, indirectly through a wholly-owned subsidiary, owns approximately
90% of the Company's issued and outstanding common stock. BBX Capital may be
deemed to be controlled by Alan B. Levan and John E. Abdo, the Vice Chairman of
BBX Capital and the Company, who collectively may be deemed to beneficially own
shares of Class A Common Stock and Class B Common Stock of BBX Capital
representing approximately 78% of the total voting power of BBX Capital.
Related Party Transactions
The Company is party to an Agreement to Allocate Consolidated Income Tax
Liability and Benefits with BBX Capital and BBX Capital's other subsidiaries
pursuant to which, among other customary terms and conditions, the parties
agreed to file consolidated federal tax returns. Under the agreement, the
parties calculate their respective income tax liabilities and attributes as if
each of them was a separate filer. If any tax attributes are used by another
party to the agreement to offset its tax liability, the party providing the
benefit will receive an amount for the tax benefits realized. During the year
ended December 31, 2018 and the nine months ended September 30, 2019, the
Company paid BBX Capital approximately $23.1 million and $13.0 million,
respectively, pursuant to the agreement.
In April 2015, a wholly owned subsidiary of the Company provided an $80.0
million loan to BBX Capital. Amounts outstanding on the loan bear interest at 6%
per annum. Payments of interest are required on a quarterly basis, with all
outstanding amounts being due and payable at the end of the five-year term of
the loan. BBX Capital is permitted to prepay the loan in whole or in part at any
time, and prepayments will be required, to the extent necessary, in order for
the Company or its subsidiaries to remain in compliance with covenants under
outstanding indebtedness. During the year ended December 31, 2018 and the nine
months ended September 30, 2019, the Company recognized approximately $4.8
million and $3.6 million, respectively, of interest income on the loan.
The Company paid or reimbursed BBX Capital or its subsidiaries approximately
$1.6 million and $1.3 million during the year ended December 31, 2018 and the
nine months ended September 30, 2019, respectively, for management advisory,
risk management, administrative and other services. The Company had accrued $0.1
million for the services described above as of both September 30, 2019 and
December 31, 2018. BBX Capital or its affiliates paid or reimbursed the $0.2
million during the nine months ended September 30, 2019 for other shared
services. As of September 30, 2019, $0.1 million was due to the Company from BBX
Capital for these services.
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