8-K

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): May 24, 2019

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BLUEGREEN VACATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Florida	001-09292	03-0300793
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	BXG	New York Stock Exchange

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☒

Item 1.02 Termination of a Material Definitive Agreement.

On May 24, 2019, Bluegreen Vacations Corporation and its wholly owned subsidiary, Bluegreen Vacations Unlimited, Inc. (collectively, the “Company”), received notice from Bass Pro, Inc. (“Bass Pro”) and its affiliates that, effective immediately, Bass Pro was terminating the Amended and Restated Marketing and Promotions Agreement, dated December 31, 2007, as amended on June 26, 2010 and October 1, 2010 (the “Marketing Agreement”), by and amongBluegreen Vacations Unlimited, Inc., Bluegreen/Big Cedar Vacations, LLC, a joint venture in which the Company owns a 51% controlling interest and an affiliate of Bass Pro owns the remaining 49% interest (“Bluegreen/Big Cedar”), Bass Pro and the following affiliates of Bass Pro: Big Cedar, L.L.C., Bass Pro Outdoor World, L.L.C., Bass Pro Outdoors Online, L.L.C., BPS Catalog, L.P., Bass Pro Trademarks, L.L.C., World Wide Sportsman, Inc., Bass Pro Shops Canada, Inc., Bass Pro Shops Canada (Calgary), Inc., BPIP, LLC, and Tracker Marine, L.L.C. Bass Pro terminated the Marketing Agreement based on certain previously disclosed alleged breaches of the Marketing Agreement by the Company,  including Bass Pro’s belief that amounts paid to it as vacation ownership interest (“VOI”) sales commissions should not have been adjusted for certain purchaser defaults, alleged breaches regarding the calculation of commissions and other amounts payable under the Marketing Agreement,alleged issues with our customer service and matters regarding the operations at Bluegreen/Big Cedar.

The Marketing Agreement provided the Company with the right to market and sell vacation packages at kiosks in each of Bass Pro’s retail locations. Under the Marketing Agreement, the Company  also had the right to market VOIsin Bass Pro catalogs and on its website. As a result of the termination of the Marketing Agreement, the Company is no longer being given access to the Bass Pro marketing channels or advertising materials.  As of December 31, 2018, Bluegreen sold vacation packages in 69 of Bass Pro’s stores. For the year ended December 31, 2018, the Company’s VOI sales to new customers from leads generated in Bass Pro stores constituted 14% of the Company’s total system-wide VOI sales, 29% of the Company’s system-wide VOI sales to new customers and 9% of the Company’s total revenues.

As previously disclosed, Bass Pro filed an action in federal court related to the outstanding issues between the parties. The Company, which has not yet been served with the lawsuit, believes that even if Bass Pro’s claims were established - which the Company believes to be unlikely - the amount of the Company’s exposure relating to the monetary issues raised by Bass Pro pursuant to the Marketing Agreement would be less than $20 million. The Company intends to pursue all legal and equitable remedies available to it, including the filing of a counterclaim in the pending litigation, for wrongful termination by Bass Pro of the Marketing Agreement.

As described above, the Company owns a 51% interest in Bluegreen/Big Cedar, and the remaining 49% interest in Bluegreen/Big Cedar is held by an affiliate of Bass Pro. Bluegreen/Big Cedar develops, markets and sells VOIs at three premier wilderness-themed resorts adjacent to Table Rock Lake near Branson, Missouri: The Bluegreen Wilderness Club at Big Cedar, The Cliffs at Long Creek and Paradise Point. As a result of the Company’s controlling interest in Bluegreen/Big Cedar, the Company’s consolidated financial statements include the results of operations and financial condition of Bluegreen/Big Cedar.  The Company’s and Bass Pro’s affiliate’s respective interests in Bluegreen/Big Cedar and their agreements and arrangements with respect thereto remain in place.

A copy of the Company’s press release relating to the termination of the Marketing Agreement is filed as Exhibit 99.1 hereto.  In addition, the Company is providing additional information in the form of answers to Frequently Asked Questions as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1Press release dated May 28, 2019

99.2Frequently Asked Questions

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.

Date: May 30, 2019 BLUEGREEN VACATIONS CORPORATION

By:	/s/ Anthony M. Puleo
	Anthony M. Puleo
	Executive Vice President, Chief Financial Officer and Treasurer; President, Bluegreen Treasury Services

EX-99.1

Bluegreen Vacations Corporation Receives Termination Notice from Bass Pro, Inc. and Affiliates

May 28, 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”) notified Bluegreen that Bass Pro was terminating the parties’ Marketing Agreement  based on alleged breaches by Bluegreen effective as of the close of business on May 24,2019. As a result of that termination, the Company is no longer being given access to the Bass Pro marketing channels or advertising materials.  

Bluegreen and Bass Pro have had numerous meetings and discussions, the most recent of which occurred on May 20, 2019. At that meeting, Bluegreen proposed a comprehensive plan to address the outstanding issues between the parties. At that meeting, Bass Pro committed to getting back to Bluegreen and to sending Bluegreen requested documents. On Thursday, Bass Pro emailed Bluegreen a question and on Friday Bluegreen responded. Bluegreen was not advised of the termination by Bass Pro until receipt of Bass Pro's letter after the close of business on Friday. 

As previously announced, Bass Pro filed an action in federal court related to the outstanding issues between the parties. Bluegreen, which has not yet been served with the lawsuit, believes that even if Bass Pro’s claims were established - which Bluegreen believes to be unlikely - the amount of Bluegreen’s exposure relating to the monetary issues raised by Bass Pro pursuant to the agreement would be less than $20 million. Bluegreen intends to pursue all legal and equitable remedies available to it, including the filing of a counterclaim in the pending litigation, for wrongful termination by Bass Pro of the parties’ Marketing Agreement. 

Bluegreen’s vacation ownership interest (“VOI”) sales to new customers from leads generated in Bass Pro stores constituted 14% of Bluegreen’s total system-wide VOI sales, 29% of Bluegreen’s system-wide VOI sales to new customers and 9% of Bluegreen’s total revenues for the year ended December 31, 2018. 

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, those relating to the impact that the termination of the Marketing Agreement between Bluegreen and Bass Pro will have on Bluegreen’s business, results, and financial condition, risks related to the pending litigation, including that Bluegreen may not be successful in defending such litigation or pursuing claims or remedies against Bass Pro and that Bluegreen’s liability may exceed the monetary amount 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 https://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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190528005194/en/

Bluegreen Vacations Corporation:

Nikki Sacks, 203-682-8263

or

Evelyn Infurna, 203-682-8265

Email: bluegreenvac@icrinc.com

Source: Bluegreen Vacations Corporation

Released May 28, 2019

EX-99.2

Exhibit 99.2

Frequently Asked Questions Regarding the Termination of the Amended and Restated Marketing and Promotions Agreement with Bass Pro, Inc. and Affiliates (the “Marketing Agreement”)

What transpired regarding the Marketing Agreement?

· After ongoing discussion with Bass Pro, Inc. (“Bass Pro”) last week, Bluegreen Vacations Corporation (“Bluegreen”) unexpectedly received a notice that Bass Pro was terminating the parties’ Marketing Agreement based on alleged breaches by Bluegreen effective as of the close of business on May 24, 2019.  Bluegreen complied with Bass Pro’s notice.

· Bluegreen has been given access until June 7, 2019 to remove personal and business materials from Bass Pro’s locations.

· Bluegreen was both surprised and disappointed by Bass Pro’s decision.

What will Bluegreen’s next steps be relative to Bass Pro?

· Bass Pro has filed an action in federal court related to the outstanding issues between the parties. Bluegreen, which has not yet been served with the lawsuit, believes that even if Bass Pro’s claims were established - which Bluegreen believes to be unlikely - the amount of Bluegreen’s exposure relating to the monetary issues raised by Bass Pro pursuant to the agreement would be less than $20 million. 

· Bluegreen intends to pursue all legal and equitable remedies available to it, including the filing of a counterclaim in the pending litigation, for wrongful termination by Bass Pro of the parties’ Marketing Agreement. 

What is the Magnitude of the Impact to Bluegreen relative to the Termination of the Marketing Agreement?

· Bluegreen’s vacation ownership interest (“VOI”) sales to new customers from leads generated in Bass Pro stores constituted 14% of Bluegreen’s total system-wide VOI sales, 29% of Bluegreen’s system-wide VOI sales to new customers and 9% of Bluegreen’s total revenues for the year ended December 31, 2018. 

· Bluegreen is assessing the impacts in the near and long term – remember that Bass Pro is a pipeline program and the packages that have already been sold will come to Bluegreen sales centers at expected show rates over the next 6 to 18 months.

· Bluegreen does not believe that this action by Bass Pro would constitute a material adverse change under any of its debt facilities.

· Bluegreen and Bass Pro are continuing with Bluegreen/Big Cedar Vacations, LLC (the “Joint Venture”)in the normal course of business,but Bluegreen is reviewing the long-term implications of Bass Pro’s actions. 

How will Bluegreen Mitigate the Impact of the Termination of the Marketing Agreement on its Sales?

· Bluegreen is assessing its marketing opportunities in the same markets as Bass Pro locations, including our successful Outlet Mall program.

· Plan would be to redeploy Bass Pro resources to these other marketing opportunities as needed.  Currently, Bluegreen has placed our valued associates that were involved in the Bass Pro marketing relationship on paid leave until further notice.

· Bluegreen also continues to seek new marketing opportunities through our dedicated Business Development team and have new opportunities we are currently assessing.  Al Montalvo, Vice President of Business Development, was hired in 2018 with over 10 years of experience managing corporate and business development for various Fortune 500 companies.