OMB APPROVAL
OMB Number: 3235-0060
Expires: March 31, 2006
Estimated average burden
hours per response....28.0
UNITED STATES
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
Date of Report (Date of earliest event reported): August 9, 2005
(Exact name of registrant as specified in its charter)
|
|
|
|
|
FLORIDA
|
|
001-31931
|
|
11-3675068 |
|
|
|
|
|
(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) 940-4950
(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 2.03 |
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant. |
On August 9, 2005, our wholly owned subsidiary, Levitt and Sons, LLC (Levitt and Sons),
entered into a revolving credit facility with KeyBank National Association (KeyBank) providing
for borrowings of up to $75 million, subject to borrowing base limitations based on the value and
type of collateral provided (the Facility). Levitt and Sons may borrow under the Facility for
the acquisition or refinance of real property, the development thereof and the construction of
residential dwellings in one or more projects approved by KeyBank. The Facility also includes a
sublimit of up to $15,000,000 for the issuance of letters of credit. The Facility is secured by
first priority mortgages on real property located in various counties in the state of Florida and
is guaranteed by the wholly owned subsidiaries of Levitt and Sons that hold title to the real
property securing the Facility. Advances under the Facility bear interest, at Levitt and Sons
option, at either (i) KeyBanks Prime Rate less 50 basis points or (ii) the 30-day LIBOR rate plus
a spread of between 200 and 240 basis points, depending on the ratio of Levitt and Sons debt to
tangible net worth. Accrued interest is due and payable monthly commencing September 1, 2005. All
outstanding principal shall be due and payable on August 8, 2008; provided, however, if certain
conditions are satisfied, KeyBank may, in its sole discretion, extend the August 8, 2008 maturity
date for successive twelve (12) month periods. Levitt and Sons may be required to make principal
payments on advances used to finance certain acquisition and development projects based upon the
type or value of the collateral securing the Facility. In addition, Levitt and Sons shall be
required to prepay principal in the event amounts outstanding under the Facility at any time exceed
the borrowing base.
The Facility documents include customary conditions to funding, acceleration provisions and
financial, affirmative and negative covenants such as minimum tangible net worth requirements,
maximum debt to net worth ratio requirements and limitations on additional indebtedness and liens
on Levitt and Sons assets.
2