Form 8-K BLUEGREEN VACATIONS CORP For: Jun 18





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 13, 2019

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BLUEGREEN VACATIONS CORPORATION

(Exact name of registrant as specified in its charter)





4960 Conference Way North, Suite 100, Boca Raton, Florida 33431

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (561) 912-8000

 

Not Applicable

(Former name or former address, if changed since last report.)

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Securities registered pursuant to Section 12(b) of the Act:



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):





Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company ☒



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒



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Item 1.01 Entry into a Material Definitive Agreement.



On June 13, 2019, Bluegreen Vacations Unlimited, Inc., a wholly owned subsidiary of Bluegreen Vacations Corporation (the “Company”), entered into a Settlement Agreement and Amendment No. 3 to the Amended and Restated Marketing and Promotions Agreement (the “Settlement Agreement and Amendment”) with Bass Pro, LLC (“Bass Pro”) and its affiliate, Big Cedar, LLC (“Big Cedar”), and Bluegreen/Big Cedar Vacations, LLC, a joint venture in which the Company owns a 51% controlling interest and Big Cedar owns the remaining 49% interest (“Bluegreen/Big Cedar Vacations”), which settles the previously disclosed disputes between the parties with respect to their Amended and Restated Marketing and Promotions Agreement, as previously amended (the “Marketing and Promotions Agreement”).



The Settlement Agreement and Amendment, among other things, reinstates the Company’s exclusive access under the Marketing and Promotions Agreement to Bass Pro’s marketing channels, including all marketing activities in Bass Pro’s retail stores, and provides for the Company to also have exclusive access to the same marketing channels with Cabela’s retail stores that the Company has with Bass Pro’s.  Pursuant to the Settlement Agreement and Amendment, the Company, in consideration of the amendment and as a settlement of all prior claims and without any admission of wrongdoing, will pay Bass Pro $20 million within 15 days after the Settlement Agreement and Amendment and make five annual payments to Bass Pro of $4 million each commencing in 2020.  In addition, Bass Pro will be entitled to keep the remaining approximately $1.5 million amount prepaid to Bass Pro earlier in 2019 under the Marketing and Promotions Agreement in lieu of any other amounts payable for the period prior to entry into the Settlement Agreement and Amendment.



The Settlement Agreement and Amendment also amends the Marketing and Promotions Agreement to provide that, in lieu of the commission payable to Bass Pro as previously contemplated by the Marketing and Promotions Agreement, the Company will now pay Bass Pro a fixed annual fee of $70,000 for each Bass Pro and Cabela’s store that the Company is accessing at the time (excluding sales at stores which are designated to provide tours to  Bluegreen/Big Cedar Vacations, referred to herein as “feeder stores”), plus $32.00 per net vacation package sold (less cancellations or refunds within 45 days of sale), excluding sales at Bluegreen/Big Cedar Vacations feeder stores. The fixed annual fee will be prorated for 2019.  Subject to the terms and conditions of the Settlement Agreement and Amendment, going forward, the Company will generally be required to pay the fixed annual fee with respect to at least 60 Bass Pro stores and a minimum number of Cabela’s stores that increases over time to a total of at least 60 Cabela’s stores by the end of 2021.  Notwithstanding the foregoing, the minimum number of Bass Pro and Cabela’s stores for purposes of the fixed annual fee may be reduced under certain circumstances set forth in the Settlement Agreement and Amendment, including as a result of a reduction of traffic in the stores in excess of 25% year-over-year.



The Company also agreed to contribute to the Wonders of Wildlife Foundation $5.00 per net vacation package sold, subject to an annual minimum of $700,000.



In addition, the Settlement Agreement and Amendment amended certain terms of the Amended and Restated Operating Agreement of Bluegreen/Big Cedar Vacations, as previously amended (the “Bluegreen/Big Cedar Vacations Operating Agreement”), to provide the Company with the right to appoint three members to the management committee of Bluegreen/Big Cedar Vacations (initially with Shawn B. Pearson, the Chief Executive Officer and President of the Company, being one of the Company’s designated management committee members) and Bass Pro with the right to appoint two members to the management committee of Bluegreen/Big Cedar Vacations (initially with Jim Hagale, the acting Chief Financial Officer and former President of Bass Pro, being one of Bass Pro’s designated management committee members). The Settlement Agreement and Amendment also addresses development-related activities of Bluegreen/Big Cedar Vacations and its management of Bluegreen/Big Cedar Vacations feeder stores.



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The Settlement Agreement and Amendment also provides for enhancements to the Company’s customer service policies and procedures, as well as an enhanced complaint resolution process, and for any future disputes to be resolved through binding arbitration under the Judicial Arbitration and Mediation Services, Inc. (JAMS) process.  In addition, the Settlement Agreement and Amendment includes mutual waivers and releases of the parties and an agreement of the parties to the dismissal of the litigation pending in Missouri.



The Marketing and Promotions Agreement currently provides for a term expiring on January 1, 2025.



The foregoing descriptions of the Marketing and Promotions Agreement, the Bluegreen/Big Cedar Vacations Operating Agreement, and the Settlement Agreement and Amendment are summaries, do not purport to be complete, are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 through 10.7 hereto and are incorporated herein by reference. A copy of the Company’s press release relating to its entry into the Settlement Agreement and Amendment is filed as Exhibit 99.1 hereto.



Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



  



SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





 













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SETTLEMENT AGREEMENT AND AMENDMENT NO. 3 TO THE

AMENDED  AND RESTATED MARKETING AND PROMOTIONS AGREEMENT



This Settlement Agreement and Amendment is entered into this 13th day of June 2019 by and among Bluegreen Vacations Unlimited, Inc. (“Bluegreen”) on the one hand and Bass Pro, LLC and Big Cedar, LLC (“Bass Pro”) on the other hand. Bluegreen and Bass Pro are collectively referred to herein as the “Parties”.

WHEREAS, the Parties are party to the Amended and Restated Marketing and Promotions Agreement dated December 31, 2007, as amended (the “Marketing Agreement”) and the Bluegreen/Big Cedar Vacations, LLC Joint Venture Operating Agreement dated December 31, 2007 (the “Joint Venture”) (collectively, the Marketing Agreement and Operating Agreement as of the date of this agreement are defined as the “Existing Agreements”) ;

WHEREAS, disputes have arisen under the Marketing Agreement and Bass Pro filed an action styled Bass Pro, LLC and Big Cedar, LLC vs Bluegreen Vacations Unlimited, Inc. in the United States District Court for the Western District of Missouri and Bluegreen has filed a counterclaim against Bass Pro in that action (the “Lawsuit”);

WHEREAS, the Parties wish to settle the pending lawsuit and resolve the disputes between the Parties on the terms set forth herein.

WHEREAS, as part of the settlement, the Parties agree to amend the Existing Agreements per the terms and agreements set forth below.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is agreed and acknowledged, the parties agree as follows:

Within 15 days after the execution of this Settlement Agreement and Amendment,  Bluegreen will pay to Bass Pro $20 million and an additional $4 million each January 1st, starting in 2020 throuh January 1, 2024 (a total of 5 payments in the amount of $4 million each).  In addition, Bass Pro will be entitled to keep the remaining annual prepaid amount paid by Bluegreen to Bass Pro pursuant to the Marketing Agreement.

Effective immediately upon execution of this Settlement Agreement and Amendment, Bluegreen will be permitted exclusive access to the Bass Pro Marketing Channels as defined in the Marketing Agreement and full, exclusive access to the same marketing channels of Cabela’s stores. Bass Pro agrees to immediately put Bluegreen’s kiosks back in place where the kiosks were previously located in each of the Bass Pro stores in the same condition as they were on May 24, 2019. 

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The Marketing Agreement is hereby amended as follows:

i.  Bass Pro Shops: no less than 60 stores annually. Notwithstanding the foregoing, should there be less than 60 Bass Pro stores open, the minimum requirement shall be no more than the number of Bass Pro stores open for business. Bluegreen, however, has the option to leave a store or stores if store traffic in such store or stores falls by 25% or more year over year. If those traffic reduction conditions were met and Bluegreen invoked the option to exit a store or stores, the minimum number of stores required under this paragraph would be reduced accordingly.

ii  Cabela’s: (i) no less than 10 stores for the period from July 1, 2019 through December 31, 2019 (ii) no less than an additional 30 stores from the period January 1, 2020 through December 31, 2020 (for a total of 40 stores); and (iii) no less than 20 additional stores for the period from January 1, 2021 through December 31, 2021 (for a total of 60 stores). After December 31, 2021, the minimum number of Cabela’s stores will be 60 stores annually until expiration of the Amended Marketing Agreement on December 31, 2024. Notwithstanding the foregoing, should there be less Cabela’s stores open than the minimum requirement above during the relevant time periods, the minimum requirement shall be no more than the number of Cabela’s stores open for business during such time period.  Bluegreen, however, has the option to leave a store or stores if store traffic in such store or stores falls by 25% or more year over year. If those traffic reduction conditions were met and Bluegreen invoked the option to exit a store or stores, the minimum number of stores required under this paragraph would be reduced accordingly.

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The parties will issue a joint press release to be filed simultaneously with the execution of this Amendment  in the form attached as Exhibit 1.  Bass Pro understands that Bluegreen has certain disclosure obligations required under applicable laws and regulations.  Bluegreen agrees to provide Bass Pro prior notice of and an opportunity to review filings that relate to the execution of this Settlement Agreement and Amendment .

Bluegreen, or an affiliated charitable foundation, will contribute $5.00 per net vacation package sold (less cancellations/refunds within 45 days) to the Wonders of Wildlife Foundation, with appropriate marketing/recognition of Bluegreen’s donation. The minimum annual gift will be $700,000 per year.  The 2019 gift payment of $700,000 will be made within 30 days of the execution of this Settlement Agreement and Amendment . Subsequent to 2019, minimum gift payments for 2020 and thereafter will be paid on January 1st of each year, with a “true-up” to account for any additional amounts due based on the annual number of net vacation packages sold (less cancelations/refunds within 45 days)  paid by February 15th of each subsequent calendar year.

Bass Pro hereby releases and forever discharges Bluegreen of all claims, causes of action, suits, charges, complaints, or demands in law or equity, whether any such liability is known or unknown against Bluegreen and any Bluegreen’s officers, directors, employees, agents, representatives, subsidiaries, affiliates, heirs, executors, administrators, assigns and successors arising from acts or omissions occurring prior to execution of this Settlement Agreement and Amendment or that were or  could have been presented in case number 6:19-cv-031430RK, Bass Pro, LLC et al v. Bluegreen Vacations Unlimited, Inc., in the District Court for the Western District of Missouri.

Bluegreen hereby releases and forever discharges Bass Pro of all claims, causes of action, suits, charges, complaints, or demands in law or equity, whether any such liability is known or unknown against Bass Pro and any Bass Pro’s officers, directors, employees, agents, representatives, subsidiaries, affiliates, heirs, executors, administrators, assigns and successors arising from acts or omissions occurring prior to execution of this Settlement Agreement and Amendment or that were or could have been presented in case number 6:19-cv-031430RK, Bass Pro, LLC et al v. Bluegreen Vacations Unlimited, Inc., in the District Court for the Western District of Missouri.

Notwithstanding the releases and waivers, the parties’ past conduct may be considered as evidence of a course of conduct with respect to any future claims of breach or bad acts alleged to have occurred after the execution of the Amendment.

Severability.  If any provision of this Amendment, or the application of any such provision to any Person or circumstance shall be held to be illegal, invalid or unenforceable under present or future Laws effective during the term hereof, the remainder of this Amendment, or the application of such provisions to any other Persons to circumstance, shall not be affected thereby and shall be construed and enforced as if such illegal, invalid, or unenforceable provisions had never comprised a part hereof.  In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision, as me be possible and be legal, valid and enforceable.

Effect of Headings.  Headings and captions contained in this Amendment in no way define or limit the scope or intent of this Amendment.

Counterparts.  This Amendment may be executed in one or more counterparts, all o\f which shall be considered one ad the same agreement and shall become effective when one or more counterparts shall have been signed by each party and delivered to each other party.  Facsimile, email and .pdf signatures hereon shall, for all purposes, be considered originals.

No Other Changes; Conflicts.  Except as herein provided, the provisions of the Existing Agreement shall remain unchanged and in full force and effect.  In the event of any conflict between the provisions of the Existing Agreements and the provisions of this Amendment, the provisions of this Amendment shall control.











Effective as of the date first written above.



Bluegreen Vacations Unlimited, Inc.



By:

Print Name:

Title:





BlueGreen/Big Cedar Vacations, LLC

By: Bluegreen Vacations Unlimited, Inc., its Managing Member



By:

Print Name:

Title:





BIG CEDAR, L.L.C



By:

Print Name:

Title:





BASS PRO, INC.



By:

Print Name:

Title:





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Bluegreen Vacations Corporation Enters into Settlement with Bass Pro to Reinstate Marketing Activities at all Retail Stores and Extend into the over 75 Cabela Retail Stores

June 13, 2019

BOCA RATON, Fla.--(BUSINESS WIRE) -- Bluegreen Vacations Corporation (NYSE: BXG) and its subsidiaries (“Bluegreen”) announced today that Bass Pro Inc. and its affiliates (Bass Pro”) and Bluegreen have settled their prior disputes and have amended their Marketing and Promotions Agreement that will reinstate Bluegreen’s access to Bass Pro’s marketing channels, including all marketing activities in Bass Pro retail stores and extend into the Cabela’s retail stores.

The parties have entered into a Settlement Agreement and Amendment which provides that:

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“We look forward to building on our 19-year partnership with Bass Pro, through which we have developed close to 700 units in our joint venture at three luxury resorts and together built a successful marketing partnership in their stores,” said Shawn B. Pearson, President and CEO of Bluegreen. “We are excited about our ability to expand into Cabela’s locations, which will further cement our ability to grow and give their more than 200 million store visitors each year the opportunity to make memories at our resorts.”  

Johnny Morris, Founder/CEO of Bass Pro said, “Bluegreen shares our commitment to providing our customers and its owners and guests a memorable vacation in the great outdoors.  We look forward to this next chapter of our long running relationship.”

About Bluegreen Vacations Corporation Bluegreen Vacations Corporation (NYSE: BXG) is a leading vacation ownership company that markets and sells vacation ownership interests (VOIs) and manages resorts in top leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with approximately 217,000 owners, 69 Club and Club Associate Resorts and access to more than 11,000 other hotels and resorts through partnerships and exchange networks as of March 31, 2019. The Bluegreen Resorts Collection, designed to deliver a seamless process for vacationers, features beautiful and unique resorts grouped by theme that range from beachside getaways, to theme park adventures, immersion in the great outdoors, historic and cultural exploration. Bluegreen Vacations also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services, to or on behalf of third parties. Bluegreen is approximately 90% owned by BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB), a diversified holding company. For further information, visit www.BluegreenVacations.com.

Forward Looking Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements. Actual results, could differ materially from those contemplated, expressed, or implied by the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the Settlement and Amendment may adversely impact Bluegreen’s business, results, growth and financial condition, that the temporary termination of the Marketing and Promotions Agreement by Bass Pro may have had an adverse impact on Bluegreen’s operations and results and that the joint venture between Bluegreen and Bass Pro will not be profitable or grow as anticipated. Reference is also made to the risks and uncertainties regarding the business, operations and trading markets of Bluegreen which are detailed in reports filed by Bluegreen with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” sections thereof, and may be viewed on the SEC’s website at www.sec.gov. Bluegreen cautions that the foregoing factors are not exclusive. The reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made. Bluegreen does not undertake to, and specifically disclaims any obligation to, update or supplement any forward-looking statement, whether as a result of changes in circumstances, new information, subsequent events or otherwise, except as may be required by law.

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Bluegreen Vacations Corporation:
Nikki Sacks, 203-682-8263
or
Evelyn Infurna, 203-682-8265
Email: [email protected]

Source: Bluegreen Vacations Corporation

Released June 13, 2019



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