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MarketScreener Homepage  >  Equities  >  Nyse  >  Bluegreen Vacations Corporation    BXG

BLUEGREEN VACATIONS CORPORATION

(BXG)
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BLUEGREEN VACATIONS CORP : Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

09/30/2020 | 06:04am EST

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 2.03 below regarding the removal of Bluegreen Vacations Corporation ("Bluegreen") as guarantor under the NBA Receivables Facility (as defined below) is incorporated into this Item 1.02 by reference.

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

On September 25, 2020, Bluegreen/Big Cedar Vacations, LLC ("Bluegreen/Big Cedar Vacations"), a 51% owned subsidiary of Bluegreen, amended and restated its revolving vacation ownership interest receivables hypothecation facility (the "NBA Receivables Facility") with ZB, N.A. dba National Bank of Arizona. The Amended and Restated NBA Receivables Facility extends the revolving advance period from September 2020 to September 2023 and the maturity date from March 2025 to March 2028. In addition, pursuant to the Amended and Restated NBA Receivables Facility, the interest rate on all new advances made under the facility will be one month LIBOR plus 2.25% (with an interest rate floor of 3.00%). Further, if new advances of at least $25.0 million are made by June 30, 2021, the interest rate on borrowings under the facility at September 25, 2020, to the extent then remaining outstanding, will be reduced from the current rate of one month LIBOR plus 2.75% (with an interest rate floor of 3.50%) to one month LIBOR plus 2.25% (with an interest rate floor of 3.00%). The Amended and Restated NBA Receivables Facility provides for advances at a rate of 80% on eligible receivables pledged under the facility (decreased from the prior rate of 85%), subject to eligible collateral and specified terms and conditions, during the revolving credit period. The maximum borrowings allowed under the facility remains at $70.0 million Subject to the terms of the facility, principal and interest payments received on pledged receivables are applied to principal and interest due under the facility, with the remaining outstanding balance being due by maturity.

In addition to the amendments described above, in connection with the amendment and restatement of the NBA Receivables Facility, Bluegreen has been removed as guarantor under the facility. Further, subject to certain terms and conditions, recourse to Bluegreen/Big Cedar Vacations will be limited to approximately $23.8 million as of September 25, 2020 and will be reduced by $1.3 million per month starting October 31, 2020 until it reaches a floor of $10.0 million. As of September 25, 2020, approximately $23.8 million was outstanding under the NBA Receivables Facility.

The foregoing description of the NBA Receivables Facility, as amended and restated on September 25, 2020, is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Loan and Security Agreement and related promissory note, copies of 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

Exhibit
Number    Exhibit
  10.1    Third Amended and Restated Loan and Security Agreement (Hypothecation
          Facility), dated as of September 25, 2020, by and among Bluegreen/Big
          Cedar Vacations, LLC, as Borrower, and ZB, N.A. dba National Bank of
          Arizona, as Lender.
  10.2    Fifth Amended and Restated Revolving Promissory Note (Hypothecation
          Facility), dated as of September 25, 2020, by and among Bluegreen/Big
          Cedar Vacations, LLC, as Borrower, and ZB, N.A. dba National Bank of
          Arizona, as Lender.



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