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
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
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
SOURCE Blackhawk Capital Group BDC, Inc.