Attached files
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| EX-99.1 - Secure America Acquisition CORP | v197089_ex99-1.htm |
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): September 20,
2010
ULTIMATE ESCAPES,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33743
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26-0188408
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3501
W. Vine Street, Suite 225
Kissimmee,
Florida 34741
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (407) 483-1900
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.03
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Bankruptcy
or Receivership
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On
September 20, 2010, Ultimate Escapes, Inc. (the “Company”), together
with certain of its wholly owned
subsidiaries (together with the Company, the “UE Companies”), filed
a voluntary petition (the “Chapter 11 Case”) in
the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy
Court”) seeking relief under the provisions of Chapter 11 of Title 11 of
the United States Code (the “Bankruptcy
Code”). The UE Companies continue to operate their business as
debtor-in-possession under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code and the orders
of the Bankruptcy Court.
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Item
2.04
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Triggering
Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement
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The
filing of the Chapter 11 Case described in Item 1.03 above constituted an event
of default or otherwise triggered repayment obligations under a number of
instruments and agreements relating to direct and indirect financial obligations
of the UE Companies (the “Debt
Documents”). As a result of this event of default, the
obligations under the Debt Documents became, or may become at the election of
the respective lenders, immediately due and payable. The Debt
Documents and approximate amount of debt currently outstanding thereunder are as
follows:
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·
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Consolidated
Amended and Restated Loan and Security Agreement, dated as of September
15, 2009, as amended (the “Loan
Agreement”), with CapitalSource Finance LLC (the “Agent”) and the
other lenders party thereto (collectively, the “Lenders”) with
respect to approximately $97.5 million of principal and accrued and unpaid
interest as of the date hereof; and
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·
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Second
Mortgage Note among JDI Ultimate, L.L.C. and the borrowers listed therein
dated April 30, 2007, as assigned by JDI Ultimate, L.L.C. to Ultimate
Resort Holdings, LLC pursuant to the terms of that certain Assignment and
Assumption of Loan dated as of October 29, 2009 with respect to
approximately $10.5 million of principal and accrued and unpaid interest
as of the date hereof.
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The
Company believes that any efforts to enforce the payment obligations under the
Debt Documents are stayed as a result of the filing of the Chapter 11 Case in
the Bankruptcy Court.
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Item
9.01
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Financial Statements and
Exhibits.
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(c)
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Exhibits
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99.1
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Press
Release dated September 20, 2010.
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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.
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ULTIMATE
ESCAPES, INC.
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/s/
James M. Tousignant
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James
M. Tousignant
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Chief
Executive Officer
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Dated: September
20, 2010
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EXHIBIT
INDEX
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99.1
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Press
Release dated September 20, 2010.
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