Blackhawk Capital Group BDC, Inc. Announces Equity Investment Subscription

Feb 06, 2009, 12:49 ET from Blackhawk Capital Group BDC, Inc.

NEW YORK, Feb. 6 /PRNewswire-FirstCall/ -- Blackhawk Capital Group BDC, Inc. (OTC Bulletin Board: BHCG), a business development company registered under the Investment Company Act of 1940 ("Blackhawk"), reported a $2,000,000 equity investment subscription. Craig A. Zabala, Chairman and President of Blackhawk, commented: "On February 5, 2009, Blackhawk entered into a Subscription Agreement and Purchaser Questionnaire ("Agreement") with EquitySmith, Inc. ("ESI") pursuant to which ESI agreed to purchase 400,000 additional shares of common stock, $0.00001 par value per share ("Common Stock") at a purchase price of $5.00 per share, for an aggregate purchase price of $2,000,000. Blackhawk's offering ("Offering") of the shares to ESI was pursuant to a Rule 506 private placement offering being conducted by Blackhawk under Regulation D of the Securities Act of 1933, as amended ("Securities Act"). The Offering is being made pursuant to Rule 506 and only to "qualified institutional buyers" ("QIBs") and "accredited investors" as those terms are defined under the Securities Act. The Agreement contains customary representations and warranties on behalf of Blackhawk and ESI. The shares to be purchased pursuant to the Agreement represent approximately 1.217% of Blackhawk's outstanding shares of Common Stock. There are no conditions under the terms of the Agreement for the closing of the purchase of the shares by ESI, except receipt of the purchase price and execution of the Agreement by Blackhawk. As of the date hereof, the closing with ESI has not occurred."

Mr. Zabala further noted: "Prior to the date hereof, Blackhawk reported on January 20, 2009 that on January 15, 2009 it had entered into an earlier Agreement with ESI for the purchase in the Offering of 600,000 shares for $3,000,000. As of the date hereof, that other ESI transaction also has not yet closed."

Mr. Zabala then concluded: "To date, ESI and Blackhawk have executed two Agreements for the purchase by ESI of an aggregate of 1,000,000 shares for a total purchase price of $5,000,000, which transactions have not closed."

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security. The securities are being offered pursuant to a private placement memorandum. Blackhawk will file a Form D with the Securities and Exchange Commission pursuant to Rule 506 under Regulation D under the Securities Act of 1933 when sales of shares are closed. The securities have not been registered under any state securities laws. Neither the Securities and Exchange Commission nor any state securities commission has in any way passed upon the merits of, or given approval to, guaranteed or recommended the securities offered by Blackhawk or the terms of the offering or has determined that the securities are exempt from registration, or made any finding that the statements in the private placement memorandum are accurate or complete.

Blackhawk is a business development company registered under the Investment Company Act of 1940 and was formed in April 2004.

Safe Harbor Statement

Information contained in this release, other than historical information, should be considered forward-looking, and may be subject to inherent uncertainties in predicting future results and conditions. These statements reflect Blackhawk's current beliefs and are subject to a number of risk- factors, including: general economic and investment conditions which affect Blackhawk and its operations (including its portfolio company); need for equity capital and no assurance it can be obtained; valuation and illiquid nature of any portfolio investments; no assurance that equity subscription agreements will close; high degree of risk from investing in private companies; the regulated environment in which we operate; and the competitive market for investment capital and opportunities. Please see Blackhawk's Form 10-K for the fiscal year ended December 31, 2007, and its Form 10-Q for the fiscal quarter ended September 30, 2008 previously filed with the Securities and Exchange Commission, for a detailed discussion of the risks and uncertainties associates with Blackhawk's business. Except as otherwise required by Federal securities laws, Blackhawk undertakes no obligation to update or revise forward-looking statements for new events and uncertainties.

    Blackhawk Capital Group BDC, Inc.
    Dr. Craig A. Zabala
    President and Chief Executive Officer
    (212) 566-8300

SOURCE Blackhawk Capital Group BDC, Inc.