BBX Capital, Inc 8-K, filed Jun 17, 2021

BBX Capital, Inc. (BBXIB)

8-K 2021-06-17 For: 2021-06-17

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Added on April 06, 2026

About this 8-K

BBX Capital, Inc filed this 8-K on June 17, 2021.

Items reported

Item 1.01: Entered into a material agreement
Item 1.03: Bankruptcy or receivership
Item 2.01: Completed an acquisition or sale of assets
Item 9.01: Financial statements and exhibits

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Florida	000-56177	82-4669146
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida	33301
(Address of principal executive offices)	(Zip Code)

	Fourth Quarter 2020 Compared to Fourth Quarter 2019	First Quarter 2021 Compared to First Quarter 2019 (2)	April - May 2021 Compared to April - May 2019 (2)
Comparable Store Sales (1)	(32%)	(10%)	7%
Total Revenues	(23%)	11%	23%


Exhibit No.		Description
10.1		Exit Credit Facility Term Loan Agreement Between IT’SUGAR and SHL Holdings, Inc.
10.2		Exit Credit Facility Term Note Between IT’SUGAR and SHL Holdings, Inc.
10.3		Exit Financing Security Agreement Between IT’SUGAR and SHL Holdings, Inc.
10.4		Bankruptcy Court Order Confirming the Plan of Reorganization for IT’SUGAR, LLC.
10.5		IT’SUGAR, LLC Plan of Reorganization.
99.1		Unaudited pro forma condensed consolidated statement of financial condition of BBX Capital, Inc. and its subsidiaries as of March 31, 2021 and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2020 and the three months ended March 31, 2021 and the related notes.
99.2		Confirmation of IT’SUGAR’s Plan of Reorganization Press Release.
99.3		IT’SUGAR Emergence from Bankruptcy Press Release.


Date: June 17, 2021		BBX Capital, Inc.

	By:	/s/ Brett Sheppard
		Brett Sheppard
		Chief Financial Officer

By:/s/ Jeffrey Rubin
BORROWERS:
IT’SUGAR LLC, a Delaware limited liability company	IT’SUGAR Atlantic City LLC, a Delaware limited liability company


By:/s/ Jeffrey Rubin Name: Jeffrey Rubin Title: Chief Executive Officer	By:/s/ Jeffrey Rubin Name: Jeffrey Rubin Title: Chief Executive Officer
Address: 4960 Conference Way North Suite 100 Boca Raton, FL 33431	Address: 4960 Conference Way North Suite 100 Boca Raton, FL 33431

IT’SUGAR FLGC LLC, a Florida limited liability company	IT’SUGAR FL I LLC, a Delaware limited liability company


By:/s/ Jeffrey Rubin Name: Jeffrey Rubin Title: Chief Executive Officer	By:/s/ Jeffrey Rubin Name: Jeffrey Rubin Title: Chief Executive Officer
Address: 4960 Conference Way North Suite 100 Boca Raton, FL 33431	Address: 19575 Biscayne Boulevard Suite #115 Aventura, FL 33180

LENDER:
SHL Holdings, Inc., a Florida corporation


By:/s/ Kristen Uebrig Name: Kirsten Uebrig Title: President
Address: 201 East Las Olas Boulevard Suite 1900 Ft. Lauderdale, FL 33301


GRANTORS:
IT’SUGAR LLC, a Delaware limited liability company	IT’SUGAR Atlantic City LLC, a Delaware limited liability company


By: /s/ Jeffrey Rubin Name: Jeffrey Rubin Title: Chief Executive Officer	By: /s/ Jeffrey Rubin Name: Jeffrey Rubin Title: Chief Executive Officer
Address: 4960 Conference Way North Suite 100 Boca Raton, FL 33431	Address: 4960 Conference Way North Suite 100 Boca Raton, FL 33431

IT’SUGAR FLGC LLC, a Florida limited liability company	IT’SUGAR FL I LLC, a Delaware limited liability company


By: /s/ Jeffrey Rubin Name: Jeffrey Rubin Title: Chief Executive Officer	By: /s/ Jeffrey Rubin Name: Jeffrey Rubin Title: Chief Executive Officer
Address: 4960 Conference Way North Suite 100 Boca Raton, FL 33431	Address: 19575 Biscayne Boulevard Suite #115 Aventura, FL 33180

ACCEPTED AND AGREED BY THE
LENDER:
SHL Holdings, Inc., a Florida corporation


By:/s/ Kirsten Uebrig Name: Kirsten Uebrig Title: President
Address: 201 East Las Olas Boulevard Suite 1900 Ft. Lauderdale, FL 33301

Grantor	Name of Subsidiary	Percentage Ownership
IT’Sugar LLC	IT’Sugar Atlantic City LLC	100%
IT’Sugar LLC	IT’Sugar FLGC LLC	100%
IT’Sugar LLC	IT’Sugar FL I LLC	100%


In re:		Case No. 20-20259-RAM
		(Jointly Administered)
IT’SUGAR FL I LLC, et al.,
		Chapter 11
Debtors.1

_______________________________/


INTRODUCTION				8
ARTICLE I				8
	DEFINITIONS; RULES OF INTERPRETATION; COMPUTATION OF TIME			8
	I.	Scope of Definitions.		8
	II.	Definitions.		9
	III.	Rules of Interpretation.		20
	IV.	Computation of Time.		20
	V.	United States Currency.		20
	VI.	Exhibits.		20
ARTICLE II				21
	PROVISIONS FOR PAYMENT OF ALLOWED ADMINISTRATIVE EXPENSE
		CLAIMS, PRIORITY TAX CLAIMS AND STATUTORY FEES		21
		2.1	Administrative Expense Claims and Professional Claims.	21
		2.2	Priority Tax Claims.	21
		2.3	Priority Claims (Non-Tax).	21
		2.4	DIP Loan Claims.	22
		2.5	United States Trustee Fees; Claims for Statutory Fees; Quarterly Reports.
ARTICLE III				23
	CLASSIFICATION, IMPAIRMENT AND TREATMENT OF CLAIMS AND EQUITY
		INTERESTS		23
		3.1	Classification.	23
		3.2	Summary.	23
		3.3	Separate Classes and Treatment.	26
		3.4	Claims May be in More than One Class.	26
	Class 1 – Allowed Other Priority Claims			26
		3.5	Allowed Other Priority Claims (Class 1).	26

	Class 2 – Allowed Secured Claim of SHL Holdings, Inc.			27
		3.6	Allowed Secured Claim of SHL Holdings, Inc. (Class 2).	27

	Class 3 – Allowed Construction / Mechanic’s Lien Claims			28
		3.7	Allowed Construction / Mechanic’s Lien Claims (Class 3):	28
	Class 4 – Allowed General Unsecured Claims			28
		3.8	Allowed General Unsecured Claims (Class 4).	28
	Class 5 – Subordinated Claims			29
		3.9	Subordinated Claims (Class 5).	29
	Class 6 – Equity Interests			29
		3.10	Equity Interests (Class 6).	29
ARTICLE IV				29
	REJECTION OF UNEXPIRED LEASES AND EXECUTORY CONTRACTS /
		REJECTION CLAIMS / INJUNCTION		29
		4.1	General Treatment: Rejected if not Previously Assumed.	29
		4.2	Bar to Claims Arising from Rejection; Termination or Expiration.	30
		4.3	Assumption of Executory Contracts and Unexpired Leases.	30
		4.4	Rejection Claims.	31
		4.5	Injunction.	32
		4.6	Release of Liens.	33
ARTICLE V				33
	MEANS OF IMPLEMENTING THE PLAN			33
		5.1	Consolidation for Voting and Distribution Purposes.	33
		5.2	Business Operations and Cash Flow.	34
		5.3	Funds Generated During Chapter 11.	34
		5.4	Exit Facility.	34
		5.5	Indemnification of SHL.	35
		5.6	Intercompany Claims.	36
		5.7	Source of Funding for Plan Distributions.	36
		5.8	Manner of Cash Payments Under the Plan.	36
		5.9	Waived Avoidance Actions.	36
		5.10	Post-Confirmation Operations.	37
		5.11	Post-Confirmation Accounts.	37
		5.12	Disbursing Agent.	37

		5.13	Management and Control of the Reorganized Debtors.	37
		5.14	Closing of the Chapter 11 Cases.	37
		5.15	Entity Making Distributions.	37
		5.16	Distribution Dates.	38
		5.17	Record Date for Distributions.	38
		5.18	Delivery of Distributions.	38
		5.19	Undeliverable and Unclaimed Distributions.	38
		5.20	Withholding from Distributions.	39
		5.21	No Distributions on Late Filed Claims.	39
		5.22	No Payments of Fractional Dollars.	39
		5.23	Interest on Claims.	39
		5.24	No Distribution in Excess of Allowed Amount of Claim.	40
		5.25	De Minimis Distributions; Charitable Donation.	40
		5.26	Distributions in Satisfaction; Allocation.	40
		5.27	Section 1146 Exemption.	40
		5.28	Disbursing Agent.	41
ARTICLE VI				41
	PROCEDURES FOR RESOLVING AND TREATING DISPUTED AND
		CONTINGENT CLAIMS		41
		6.1	Prosecution of Objections to Claims.	41
		6.2	Disputed Claim Reserve.	42
		6.3	Resolution of Disputed Claims.	42
		6.4	Objections to Fully Impaired Claims.	42
		6.5	Objection Deadline.	42
		6.6	Estimation of Claims.	42
		6.7	No Distribution Pending Allowance.	43
		6.8	Resolution of Claims.	43
		6.9	Cumulative Remedies.	43
		6.10	Payments and Distributions on Disputed Claims.	43
ARTICLE VII				45
	ALLOWANCE OR DISALLOWANCE OF CLAIMS AND INTERESTS			45

		7.1	Disallowance of Claims.	45
		7.2	Allowance of Claims.	45
		7.3	Controversy Concerning Impairment.	45
ARTICLE VIII				45
	CONDITIONS PRECEDENT TO EFFECTIVENESS OF PLAN			45
		8.1	Conditions Precedent.	45
ARTICLE IX				46
	EFFECT OF CONFIRMATION OF PLAN			46
		9.1	Binding Effect.	46
		9.2	Discharge of Claims.	46
		9.3	Discharge of the Debtors.	47
		9.4	Term of Bankruptcy Injunctions or Stays.	47
		9.5	Injunction Against Interference with Plan of Reorganization.	47
		9.6	Authority to Effectuate the Plan.	48
		9.7	Post-Confirmation Status Report.	48
		9.8	Releases.	48
		9.9	Government Carve-Out.	50
ARTICLE X				51
	RETENTION OF JURISDICTION			51
		10.1	Retention of Jurisdiction.	51
		10.2	Abstention and Other Courts.	53
ARTICLE XI				54
	INJUNCTION AND EXCULPATION PROVISIONS			54
		11.1	Injunction.	54
		11.2	Exculpation from Liability.	54
		11.3	Police Power.	55
ARTICLE XII				55
	MISCELLANEOUS PROVISIONS			55
		12.1	Corporate Action.	55
		12.2	Operations of the Debtors Between the Confirmation Date and the Effective Date.	56

12.3	Continued Corporate Existence of the Reorganized Debtors After the Effective Date.	56
12.4	Effectuating Documents and Further Transactions.	56
12.5	Nonconsensual Confirmation (“Cram Down”).	57
12.6	Notice of the Effective Date.	57
12.7	Seperability.	57
12.8	Revocation and Withdrawal of the Plan.	57
12.9	Modification of the Plan.	58
12.10	Severability.	58
12.11	Setoff and Recoupment.	58
12.12	Governing Law.	59
12.13	Plan Documents.	59
12.14	Removal of Debtors	59
12.15	Special Provision Governing Unimpaired Claims	59
12.16	Transmittal of Distributions to Parties Entitled Thereto.	59
12.17	Expedited Determination of Post-Petition Taxes.	60
12.18	Headings.	60
12.19	Bankruptcy Rule 9019 Request; Impact.	60
12.20	Retention of Causes of Action.	60
12.21	Extension of the Effective Date.	62
12.22	Notices.	62
12.23	Manner of Payment.	63

12.24	Vesting of Assets in the Reorganized Debtors.	63
12.25	Distributions.	64
12.26	Surrender and Cancellation of Notes, Instruments, Certificates and Other Documents Evidencing Claims.	64
12.27	Post-Confirmation Accounts.	64
12.28	Directors, Officers, Members & Managers of the Reorganized Debtors.	64
12.29	Preservation of Causes of Action.	65
12.30	Prosecution and Settlement of Causes of Action.	66
12.31	Automatic Stay.	67
12.32	Creditors’ Committee.	67
12.33	Successors and Assigns.	67
12.34	Reservation of Rights.	67
12.35.	Section 1125(e) Good Faith Compliance.	67
12.36	Further Assurances.	67
12.37	No Stay of Confirmation Order.	68


CLASS	TYPE OF CLAIM OR EQUITY INTEREST	STATUS	TREATMENT	ENTITLED TO VOTE?
Class 1	Allowed Other Priority Claims	Unimpaired	Except to the extent that a holder of an Allowed Other Priority Claim has been paid by the Debtors prior to the Effective Date or agrees to a less favorable classification and treatment, each holder of an Allowed Other Priority Claim shall receive the full unpaid amount of such Allowed Other Priority Claim in Cash, on the later of (i) the Effective Date or as soon as practicable thereafter, (ii) the date such Allowed Other Priority Claim becomes Allowed or as soon as practicable thereafter and (iii) the date such Allowed Other Priority Claim is payable under applicable non-bankruptcy law; provided, however, that the Debtors shall not pay any premium, interest or penalty in connection with such Allowed Other Priority Claim.	No

Class 3	Allowed Secured Construction/Mechanics Lien Claims	Impaired	Except to the extent that a holder of an Allowed Secured Construction / Mechanic’ Lien Claim has been paid by the Debtors prior to the Effective Date or agrees to a less favorable classification and treatment, each holder of an Allowed Secured Construction / Mechanic’ Lien Claim shall receive the full unpaid amount of such Allowed Secured Construction / Mechanic’ Lien Claim, in Cash, on the later of: (i) the Effective Date or as soon as practicable thereafter; (ii) the first Business Day after the date that is ten (10) Business Days after the date such Claim becomes an Allowed Secured Claim; and (iii) the date or dates agreed to by the Debtors and the holder of the Allowed Secured Construction / Mechanic’ Lien Claim.	Yes
Class 4	Allowed General Unsecured Claims	Impaired	One-time distribution comprised of 15% of the respective Allowed General Unsecured Claim on the later of: (i) the Effective Date or as soon as practicable thereafter; (ii) the first Business Day after the date that is ten (10) Business Days after the date such Claim becomes an Allowed General Unsecured Claim; and (iii) the date or dates agreed to by the Debtors and the holder of the General Unsecured Claim.	Yes
Class 5	Subordinated Claims	Impaired	No Distribution shall be made under the Plan from the Estates in respect of the Subordinated Claims.	No; Deemed to reject the Plan




IT’SUGAR FL I, LLC By:/s/Jeff Rubin Name: Jeff Rubin Title: Authorized Representative	IT’SUGAR, LLC By:/s/ Jeff Rubin Name: Jeff Rubin Title: Authorized Representative
IT’SUGAR Atlantic City, LLC By:/s/ Jeff Rubin Name: Jeff Rubin Title: Authorized Representative	IT’SUGAR FLGC, LLC By:/s/ Jeff Rubin Name: Jeff Rubin Title: Authorized Representative


				Transaction		Other Transaction
	BBX Capital, Inc.		IT'SUGAR, LLC	Accounting		Accounting
	Historical		Historical	Adjustments		Adjustments		Pro Forma
ASSETS	$
Cash and cash equivalents		87,807	7,034	(4,719)	(1)	200	(5)	90,322
Restricted cash		350	20	—		—		370
Trade accounts receivable, net		29,489	504	—		—		29,993
Trade inventory		31,724	4,592	—		—		36,316
Real estate		47,243	—	—		—		47,243
Investments in and advances to unconsolidated real estate joint ventures		60,402	—	—		—		60,402
Investment in and advances to IT'SUGAR, LLC		23,209	—	(12,700)	(2)	(10,509)	(5)	-
Note receivable from Bluegreen Vacations Holding Corporation		75,000	—	—		—		75,000
Property and equipment, net		7,856	20,583	(1,332)	(3)	—		27,107
Goodwill		6,936	14,864	(1,122)	(3)			20,678
Intangible assets, net		21,999	3,067	6,583	(3)	—		31,649
Operating lease assets		13,825	55,793	5,445	(3)	—		75,063
Deferred tax asset, net		7,470	—	(4,474)	(4)	—		2,996
Other assets		28,641	1,130	—		(14)	(5)	29,757
Total assets		441,951	107,587	(12,319)		(10,323)		526,896
LIABILITIES AND EQUITY
Liabilities:
Accounts payable		13,504	2,116	—		(146)	(5)	15,474
Accrued expenses		30,524	16,526	(11,424)	(1)	(86)	(5)	35,540
Other liabilities		5,649	209	—		—		5,858
Operating lease liabilities		13,643	68,726	(4,129)	(3)	—		78,240
Notes payable and other borrowings		68,947	10,091	—		(10,091)	(5)	68,947
Total liabilities		132,267	97,668	(15,553)		(10,323)		204,059
Equity:
Redeemable noncontrolling interest		—	—	(269)	(3)	—		(269)
Preferred stock of $.01 par value; authorized 10,000,000 shares		—	—	—		—		-
Class A Common Stock of $.01 par value; authorized 30,000,000 shares; issued and outstanding 15,285,194		153	—	—		—		153
Class B Common Stock of $.01 par value; authorized 4,000,000 shares; issued and outstanding 3,693,596		37	—	—		—		37
Additional paid-in capital		308,455	64,299	(64,299)		—		308,455
Accumulated earnings (deficit)		(1,112)	(54,380)	67,802		—		12,310
Accumulated other comprehensive income		1,942	—	—		—		1,942
Total shareholders' equity		309,475	9,919	3,503		—		322,897
Noncontrolling interests		209	—	—		—		209
Total equity		309,684	9,919	3,234		—		322,837
Total liabilities and equity	$	441,951	107,587	(12,319)		(10,323)		526,896


		IT'SUGAR	Estimated Fair Value	Purchase
		Historical	of Net Assets	Accounting
		As Adjusted (a)	Acquired (b)	Adjustments (b)
Cash and restricted cash	$	2,335	2,335	—
Property and equipment		20,583	19,251	(1,332)
Trade accounts receivable, inventory and other assets		6,226	6,226	—
Operating lease assets		55,793	61,238	5,445
Identifiable intangible assets		3,067	9,650	6,583
Total identifiable assets acquired		88,004	98,700	10,696
Accounts payable and other liabilities		7,427	7,427	—
Operating lease liabilities		68,726	64,597	(4,129)
Total liabilities assumed		76,153	72,024	(4,129)
Total net identifiable assets acquired		11,851	26,676	14,825
Redeemable noncontrolling interest		—	269	269
Goodwill		14,864	13,742	(1,122)
Fair value of net assets acquired	$	26,715	40,687	13,972