UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2010
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OMB Number: | 3235-0060 | |
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BFC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Florida | 001-09071 | 59-2022148 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2100 West Cypress Creek Road, Fort Lauderdale, Florida | 33309 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 954-940-4900
Not applicable
(Former name or former address, if changed since last report.)
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, Investors Warranty of America, Inc. (IWA) filed foreclosure actions
in South Carolina and Florida against Core Communities, LLC (Core), a wholly owned subsidiary of
BFC Financial Corporation, and certain of Cores affiliates seeking foreclosure of mortgage loans
totaling approximately $113.8 million, plus additional interest and costs and expenses, including
attorneys fees. Subsequent to filing the foreclosure actions, IWA assigned and conveyed its
interests in both the Florida and South Carolina loan facilities to PSL Acquisitions, LLC (PSLA).
On November 8, 2010, Core and its applicable affiliates, on the one hand, and PSLA, on the other
hand, executed an agreement which, upon the occurrence of certain events and subject to certain
exceptions, provides for the resolution of the disputes between them. Pursuant to the agreement,
Core and its subsidiaries agreed to, among other things, (i) pledge additional collateral to PSLA
consisting of membership interests in certain subsidiaries of Core, (ii) grant security interests
in the acreage owned by the subsidiaries in Port St. Lucie, Florida, substantially all of which is
undeveloped raw land, (iii) the amendment of the complaint related to the Florida foreclosure
action to include this additional collateral (iv) the entry into consensual judgments of
foreclosure in both foreclosure actions. Core also agreed to cooperate with PSLA in connection
with the enforcement of its remedies against the collateral. PSLA has agreed, upon the occurrence
of certain events and subject to certain exceptions, not to enforce a deficiency judgment against
Core and has released Core from any other claims arising from or relating to the loans.
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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: November 15, 2010 |
BFC FINANCIAL CORPORATION |
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By: | /s/ John K. Grelle | |||
John K. Grelle, | ||||
Executive Vice President and Chief Financial Officer | ||||
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