Attached files
file | filename |
---|---|
EX-99.1 - BLACKHAWK CAPITAL GROUP BDC INC | v209021_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):
January
24, 2011
BLACKHAWK
CAPITAL GROUP BDC, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
|
814-00678
(Commission
File Number)
|
20-1031329
(IRS
Employer Identification No.)
|
880
Third Avenue, 12th
Floor,
New
York, New York
(Address
of principal executive offices)
|
10022-4730
(Zip
Code)
|
Registrant’s
telephone number,
including area code:
(646)
833-1030
|
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:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR230.425)
|
¨
|
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))
|
1
Section
1 Registrant's Business and
Operations
Item
1.01 Entry into a Material Definitive
Agreement
Agreement
Between Blackhawk Capital Group BDC, Inc.
And Odeon Capital Group,
LLC
On
January 24, 2011, the Company entered into an agreement ("Placement Agent
Agreement") with Odeon Capital Group, LLC, a Delaware limited liability company
("Placement Agent") to
provide placement agent, financial advisory and investment banking services in
connection with a Regulation E Offering or Regulation D Offering on an exclusive
basis and annual advisory services.
Pursuant
to the Placement Agent Agreement, the Placement Agent will act as
exclusive placement agent in raising on a best efforts basis up to five million
dollars ($5,000,000) pursuant to Regulation D or Regulation E under the
Securities Act of 1933, as amended ("Securities Act"). The maximum
amount to be raised in the Offering is $5,000,000 and the Company anticipates
that 10,000,000 shares will be sold at a purchase price of $.50 per
share. There is no minimum requirement for the sale of shares by the
Company.
Pursuant
to the Placement Agent Agreement, from and after the final closing of the
Offering, the Placement
Agent will (i) act as the exclusive financial advisor to exclusively
source, on behalf of the Company, between $75,000,000 and $250,000,000 of
potential portfolio assets to be acquired by the Company in exchange for common
stock of the Company; provided, however, that under
no circumstances shall the Placement Agent be liable for any
failure to source such portfolio assets; and (ii) in the event that $5,000,000
of the shares are sold in the Offering, then for a period of two (2) years, to
advise the Company with respect to the retention of an investor relations firm
and the sourcing of one or more broker-dealer or investment banking firms to
provide research services for the Company ("Annual Services").
If,
during the term of the Agreement, or within 24 months thereafter, the Company
considers or undertakes any other transaction, including any sale (whether in
one or a series of transactions) of all or a substantial portion of the assets
or capital stock of the Company, any merger, joint venture, partnership,
spin-off, reverse spin-off, non-pro rata spin-off or other business combination
involving the Company, or any recapitalization, restructuring or liquidation of
the Company or any other form of transaction or disposition that results in the
effective sale, transfer or other disposition of ownership or control over a
substantial portion of one or more of the principal businesses, assets or
operations of the Company, offerings, financing, restructuring, repurchases of
securities, foreign exchange or derivatives transaction, including, but not
limited to, public or private offerings of debt or equity, or in connection with
the transactions contemplated hereby, Placement Agent will have a right
of first refusal to serve in the relevant lead roles commonly performed by
banks, investment banks and financial advisors in connection with such
transactions, including those of lead agent and lead arranger, sole bookrunning
lead managing underwriter or initial purchaser (as the case may be), exclusive
placement agent, lead financial advisor, principal counterparty and dealer
manager, as applicable. Also, if during the term of this Placement
Agent Agreement or within 24 months thereafter, the Company is considering or
undertakes any other transaction to obtain debt or equity financing or
investments in connection with its business (a "Subsequent Offering"), Placement Agent will have a right
of first refusal to serve as the Company's exclusive Placement Agent in connection
with any Subsequent Offering. In addition, if during the term of the
Placement Agent Agreement
or within 24 months thereafter, the Company is considering or undertakes any
transaction to acquire a portfolio asset, subsidiary or company from a source
introduced to the Company by Placement Agent in connection
with the Annual Services, Placement Agent will have a right
of first refusal to serve in the relevant lead roles commonly performed by
financial advisors in connection with such transactions, including those of lead
agent and lead arranger, sole bookrunning lead managing underwriter or initial
purchaser (as the case may be), exclusive Placement Agent, lead financial
advisor, principal counterparty and dealer manager, as applicable. As
compensation for any of the foregoing services described in this paragraph,
Placement Agent will be
paid its customary fees for performing comparable roles in connection with
comparable transactions and Placement Agent will enter into a
separate agreement or other appropriate documentation with the Company for such
transaction(s) containing such compensation and other terms and conditions as
are customary for internationally recognized investment banking firms for
similar transactions, including, without limitation, appropriate indemnification
provisions. If the Company sells securities to or receives financing
from any investors previously introduced by the Placement Agent, in connection
with the Offering ("Protected Investors"), then in connection with such sales or
financing Placement Agent
shall receive additional financing fees (the "Additional Fees") that are equal
to the greater of (a) the fees set forth below and (b) any underwriting,
placement or financing fees that are listed in any future offering circular,
prospectus, or placement memorandum. Prior to the termination of this
Agreement, the Placement
Agent will furnish the Company with a written list of the Protected
Investors.
2
The Placement Agent is entitled to
the following fees and expenses:
|
(a)
|
In
the event (and in each event) that the Company executes a definitive
agreement to consummate an Offering, the Company shall pay to Placement Agent a cash fee
equal to (i) 5% of the gross proceeds raised in the Offering from
investors with which the Company has affiliations who would be suitable
for the Offering, (ii) 10% of the gross proceeds raised in the Offering
from investors who are not stockholders of the Company as of the date
hereof and (iii) the Placement Agent shall use
its "best efforts" to organize a "syndicate" of duly-registered
broker-dealers to assist in the placement of the
Offering. Placement Agent shall
manage the "book" for (i.e., keep track of) the sales efforts of the
broker-dealers participating in the syndicate. There shall be
no minimum offering size required for the Placement Agent to receive
its compensation as set forth in this subsection (a). Placement
Agent is entitled to its fees and its expenses, including reasonable fees
and expenses of its counsel, which are capped at $50,000 unless the
Company consents otherwise.
|
|
(b)
|
In
connection with the Annual Services, from and after the final closing of
the Offering, the Company shall pay to Placement Agent, on each
anniversary of the final closing of the Offering, a cash fee of $50,000
per year.
|
3
The Placement Agent's engagement may
be terminated by either party at any time, with or without cause, upon written
notice to the other party, provided, however, (i) the
Placement Agent will be
entitled to its full fees and expenses in the event that (x) at any time prior
to expiration of 24 months after such termination by the Company, an Offering is
consummated; (y) the Company enters into a definitive agreement during the term
of the Placement Agent Agreement or during such 24 month period which results in
an Offering; or (z) the Company enters into a definitive agreement with any
third party that the Placement
Agent introduced to it, or to which the Placement Agent provided
information about the Company.
The
Placement Agent Agreement contains standard indemnification provisions pursuant
to which the Company indemnifies the Placement Agent for certain
losses.
Section
9 Financial
Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
Agreement dated January 24, 2011
between the Company and Placement
Agent.
4
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: January
25, 2011
|
BLACKHAWK
CAPITAL GROUP BDC, INC.
|
|
By:
|
/s/
Craig A. Zabala
|
|
Craig
A. Zabala
Chief
Executive Officer
|
5