Bluegreen Corporation (“Bluegreen” or “Company”), a leading timeshare sales, marketing and resort management company, today announced that on September 13, 2012 it completed a private offering and sale of $100 million of investment-grade, timeshare loan-backed notes (the "2012-A Term Securitization"). The 2012-A Term Securitization consisted of the issuance of two tranches of timeshare-loan backed notes: $79.05 million of Class A and $20.95 million of Class B notes with note interest rates of 2.66% and 3.99%, respectively, which blended to a weighted-average note interest rate of 2.94%. The amount of the timeshare receivables sold was approximately $112 million, approximately $102 million of which was provided at closing and approximately $10 million of which is expected to be provided prior to December 13, 2012, with a gross advance rate of 89.5%. BB&T Capital Markets acted as the bookrunner, structuring agent and co-lead manager, and RBS Securities Inc. acted as co-lead manager. Both BB&T Capital Markets and RBS Securities Inc. acted as initial purchasers.
The gross proceeds of $100 million were used to: repay Branch Banking and Trust Company ("BB&T") approximately $40 million, representing all amounts currently outstanding, including accrued interest, under the Company's existing purchase facility with BB&T (the "BB&T Purchase Facility"); repay Liberty Bank approximately $35 million, including accrued interest, under the Company's 2008 Liberty Bank Facility; capitalize a reserve fund, and; pay fees and expenses associated with the transaction. The remainder of the proceeds, approximately $22 million, will be used for general corporate purposes.
Tony Puleo, Bluegreen’s Chief Financial Officer, commented, “This transaction allowed us to refinance at a 2.94% fixed interest rate receivables that were previously pledged under certain of our variable-rate credit facilities, and create approximately $60 million of additional availability under existing receivable-backed credit facilities. BB&T Capital Markets and RBS Securities did an excellent job and helped us complete a very successful transaction.”
While ownership of the timeshare receivables included in the 2012-A Term Securitization is transferred and sold for legal purposes, the transfer of these timeshare receivables will be accounted for as a secured borrowing for financial accounting purposes.
The securities sold in the 2012-A Term Securitization have not been registered under the Securities Act and may not be offered or sold except in reliance on an exemption from such registration requirements. All of such securities having been sold, this announcement of their sale appears as a matter of record only.
About Bluegreen Corporation
Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen Corporation is a leading timeshare sales, marketing and resort management company. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 160,000 owners, over 59 owned or managed resorts, and access to more than 4,000 resorts worldwide. Bluegreen also offers a portfolio of comprehensive, turnkey, fee-based service resort management, financial services, and sales and marketing on behalf of third parties. For more information, visit www.bluegreencorp.com.
Statements in this release may constitute forward looking statements and are made pursuant to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Forward looking statements are based largely on expectations and are subject to a number of risks and uncertainties including but not limited to: the risks and uncertainties associated with the risk that the purchase facilities with BB&T and Liberty Bank may not be available pursuant to their respective terms or at all; the risk that the Company may not be able to successfully securitize additional timeshare loans and/or obtain adequate receivable credit facilities in the future; the risk that the quality of our receivables will not be attractive in the future or may deteriorate and the risks and other factors detailed in the Company’s SEC filings, including its most recent reports on Form 10-K and Form 10-Q.