Current Report Filing (8-k)
October 20 2015 - 4:47PM
Edgar (US Regulatory)
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):
October
15, 2015
BDCA
VENTURE, INC.
(Exact
name of registrant as specified in its charter)
Maryland
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000-53504
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26-2582882
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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405 Park Avenue
New York, New York 10022
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(Address
of principal executive offices and zip code)
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Registrant’s
telephone number, including area code: (720) 889-0139
Check the
appropriate box below if the Form 8-K 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 CFR
230.425)
⃞
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))
Item 8.01 Other Events.
BDCA Venture, Inc. (“BDCA Venture” or the “Company”) announced that, on
October 15, 2015 (the “Closing Date”), Suniva, Inc., a private portfolio
company, completed a stock-for-stock merger transaction (the “Merger”)
with Shunfeng International Clean Energy Limited, a Hong Kong Stock
Exchange company with stock code: 1165 (“SFCE”) and a global integrated
energy provider. The transaction was effected through the merger of an
indirect, wholly owned subsidiary of SFCE with and into Suniva, with
Suniva being the surviving company (“Surviving Company”). Following the
Merger, the Surviving Company became a majority-owned subsidiary of SFCE.
In the Merger, all outstanding shares of preferred stock and common
stock of Suniva were cancelled in exchange for the right of certain
Suniva stockholders (including BDCA Venture) to receive their allocable
share of the merger consideration, which will be distributed in shares
of SFCE common stock and Surviving Company Class A common stock. The
shares of SFCE common stock received by BDCA Venture in the Merger will
be subject to lockup for a period of 90 days following the Closing Date.
Based on a floor for price protection on SFCE common stock, the final
merger consideration and number of shares of SFCE common stock and
Surviving Company Class A common stock to be distributed to BDCA Venture
will be reduced if the aggregate volume weighted average closing price
per share of SFCE common stock for the 60 consecutive trading days
beginning on the closing date (the “60-day VWAP”) is less than HK$2.88.
As of September 30, 2015, based on the expectation that the Merger would
be completed and other assumptions, the estimated value of the SFCE
common stock and the Surviving Company Class A common stock that BDCA
Venture expects to receive as part of the Merger was US$330,000.
Because the calculation of the final merger consideration and number of
shares of SFCE common stock and Surviving Company Class A common stock
shares to be distributed to BDCA Venture will not be available until on
or about January 12, 2016 (i.e., after the 60-day VWAP period), the
final value of the SFCE common stock and the Surviving Company Class A
common stock may be higher or lower than the estimated value.
As of June 30, 2015, the cost and fair value of Suniva’s Series D and F
preferred stock held by BDCA Venture were approximately US$2,600,000 and
US$1,680,000, respectively. BDCA Venture made its initial investment in
Suniva in March 2011.
BDCA Venture is required to indemnify SFCE for certain breaches of
warranties and representations made to SFCE, subject to a cap of
approximately 12.5% of the merger consideration received by BDCA
Venture. Any damages payable by BDCA Venture would be settled through
an adjustment to the number of shares of Surviving Company Class A
common stock held by BDCA Venture and SFCE.
This Current Report on Form 8-K may contain statements of a
forward-looking nature relating to future events. These forward-looking
statements are subject to the inherent uncertainties in predicting
future results and conditions. These statements reflect BDCA Venture’s
current beliefs, and a number of important factors could cause actual
results to differ materially from those expressed in this Current
Report. Except as required by the federal securities laws, BDCA Venture
undertakes no obligation to revise or update any forward-looking
statements, whether as a result of new information, future events or
otherwise.
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:
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October 20, 2015
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BDCA VENTURE, INC.
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By:
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/s/Frederic M. Schweiger
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Frederic M. Schweiger
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President and Chief Executive Officer
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