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Related Party Transactions
3 Months Ended
Mar. 31, 2019
Related Party Transactions [Abstract]  
Related Party Transactions

12.  Related Party Transactions



BBX Capital may be deemed to be controlled by Alan B. Levan, Chairman of BBX Capital, and John E. Abdo, Vice Chairman of BBX Capital. Together, Messrs. Levan and Abdo may be deemed to beneficially own shares of BBX Capital’s Class A Common Stock and Class B Common Stock representing approximately 78% of BBX Capital’s total voting power. Mr. Levan and Mr. Abdo serve as our Chairman and Vice Chairman, respectively.



In April 2015, pursuant to a Loan Agreement and Promissory Note, our wholly owned subsidiary 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. 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 us or our subsidiaries to remain in compliance with covenants under outstanding indebtedness. During both of the three months ended March 31, 2019 and 2018, we recognized $1.2 million of interest income on the loan to BBX Capital. 



We paid or reimbursed BBX Capital or its affiliated entities $0.4 million during both of the three months ended March 31, 2019 and 2018 for management advisory, risk management, administrative and other services. We had accrued $0.2 million and $0.1 million for the services described above as of March 31, 2019 and March 31, 2018, respectively.  BBX Capital or its affiliates paid or reimbursed us $0.1 million during both the three months ended March 31, 2019 and 2018 for other shared services.  As of March 31, 2019, no amounts were due to us from BBX Capital for these services.   As of March 31, 2018, $0.2 million was due to us from BBX Capital for these services.



During March 31, 2019 and March 31, 2018, we paid dividends to holders of our common stock.  Based on its holdings, BBX Capital received $11.4 million and $10.1 million of dividends from us during March 2019 and March 2018,  respectively, to BBX Capital.



On March 4, 2019, BBX Capital announced its intention to take us private through a short-form merger under Florida law pursuant to which BBX Capital would acquire all of the outstanding shares of our common stock not currently owned by it. If the merger is completed, we would become a wholly-owned subsidiary of BBX Capital and each share of our common stock outstanding at the effective time of the merger, other than shares beneficially owned by BBX Capital and shareholders who duly exercised and perfected appraisal rights in accordance with Florida law, would be converted into the right to receive $16.00 per share in cash. Under Florida law, because BBX Capital owns more than 80% of the issued and outstanding shares of our common stock, the merger may be consummated without the approval of, or action by, our Board of Directors or shareholders. Accordingly, our Board of Directors did not approve or disapprove the merger, and our shareholders will not be asked to approve or disapprove the merger but will have statutory appraisal rights if the merger is consummated. On March 25, 2019, BBX Capital announced that it is re-evaluating whether to proceed with the merger in light of notice from Bass Pro, Inc. that it intends to cancel our access to the Bass Pro marketing channels and advertising materials if certain alleged breaches are not cured to Bass Pro’s satisfaction.  The merger may be terminated at any time before it becomes effective.



See also the description of the Agreement to Allocate Consolidated Income Tax Liability and Benefits under Note 11: Income Taxes above.