MLK Capital Union; Series B; Offering - Term Sheet
September 14, 2007
Term Sheet
MLK Capital Union N.A.; Series B;
$1,000,000
20%; BFNN ADVANCED ADVERTISING RECEIVABLES ROYALTY TRUST I
Minimum Purchase Unit: $1.00
MLK Capital Union N.A.; Series B;
$1,000,000
20%; BFNN ADVANCED ADVERTISING RECEIVABLES ROYALTY TRUST I
Minimum Purchase Unit: $1.00
This term sheet offering is made pursuant the Advanced Advertising Receivables Royalty (AARR) contract (the Contract) entered into between BFN Network Inc.(BFNN), the owner and operator of BFNNetwork.com; and MLK Capital Union, N.A., (MLK CU) dated September 13, 2007.
Whereas AARR consist of advertising, marketing, products and services sales and programming revenue generated by BFNN.
Whereby BFNN has agreed to sell MLK CU, a one-million; three hundred thousand dollar (US $1,300,000) AARR; one- million; two hundred thousand dollars (US $1,200,000) shall then be allocated through MLK CU nominee, MLK Capital Union N.A.; Series B; BFNN Advanced Advertising Receivables Royalty Trust I (the Trust); and paid-out to Trust Investors (Investors), in exchange, for one-million dollars (US $1,000,000).
The Transaction: Pursuant to the term sheet hereof, the Trust hereby offers 1,000,000 units of the Trust at $1.00 per unit. Each one (1) unit consist of one (1) pro rata interest in the Trust.
Nominees: MLK CU has hereby chosen the below listed nominee(s) to serve as the direct Payment Conduit ("Payment Conduit") for MLK CU whom shall thereby receive, from BFNN, a monthly AARR payment. Said payment shall consist of no less than seventy-five percent (75%) of BFNN monthly revenue, each month, on an open ended basis until the full one-million; three hundred thousand dollar (US $1,300,000) face amount of the AARR contract has been paid in full by BFNN, to MLK CU and/or its named nominee(s):
1) MLK Capital Union N.A.; Series B; $1,000,000; 20%; BFNN Advanced Advertising Receivables Royalty Trust I
Use of Proceeds: Net AARR proceeds of one million dollars (US $1,000,000) payable by MLK CU, to BFNN shall be utilized by BFNN:
a) to add key computer server and BFNN site personnel.
b) to add national and international news & information correspondents;
c) to further identify and pursue advertisers;
d) to pursue and facilitate suitable, value added corporate and/or asset acquisitions;
e) to add camera and streaming technology to facilitate news broadcast and recording capabilities;
f) for general corporate purposes.
Term: The funding period of the Trust shall remain open to investors for one hundred and twenty (120) days; or until all 1,000,000 trust units are fully subscribed, unless such term is extended.
The Trust shall be open-ended and continual until the full one-million; three hundred thousand dollar (US $1,300,000) face amount of the AARR contract has been paid in full by BFNN, to MLK CU and/or any of its named nominees.
After full payment of the one-million; three hundred thousand dollar (US $1,300,000) AARR has been made, by BFNN, to MLK CU and/or to its named nominee(s); and one- million; two hundred thousand dollars (US $1,200,000) paid-out to investors, then the Trust shall terminate. At the termination of the Trust, all terms; conditions and agreements hereof shall be extinguished.
Assignment: The Trust and all the interest, rights and benefits thereof which shall accrue to MLK CU; the Trust; its named nominee(s); or any investors in the Trust thereof may be re-assigned by MLK CU to the below listed named MLK CU nominee(s) and/or re-assigned as security, to any lender; investor and/or financial partner of MLK CU and/or any of its chosen nominees:
1) MLK Capital Union N.A.; Series B; $1,000,000; 20%; BFNN Advanced Advertising Receivables Royalty Trust I.
Conduit Distributions: Aggregate and maximum Trust allocations of one-million; two hundred thousand dollars (US $1,200,000) shall be allocated by the Trust, and payable to each investor, on a pro rata, unit interest basis.
Said trust allocations and pay-out shall be made, one (1) year from the date that the Trust is fully subscribed and/or one (1) year from the date the Trust closes to new investors.
For each $1.00 per unit interest held in the Trust, by investors, the Trust shall allocate and pay-out $1.20 to investors per each one (1) unit held.
Payment Conduits Trust Receivables Income Remit
MLK - Advanced Advertising Receivables Royalty Trust I; if fully subscribed: $1,000,000
BFNN Aggregate AARR Contract Payments to MLK CU: $1,300,000
(Total MLK CU - Payment Conduit Allocations), if fully subscribed: ($1,200,000)
(Less MLK CU - Placement Fees and Expenses) ($100,000)
Trust/Allocation Balance: -0-
Tax Consideration: The Trust shall issue; and all Trust investors shall receive a Form 1099 representing all Trust income distributed, by the Trust, to investors during the applicable tax reporting year.
Contact: Questions regarding this offering may be directed to:
Trust Investor Relations at: mlkcapitalunion@bfnnetwork.com
Trust Investor Relations at: mlkcapitalunion@bfnnetwork.com
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This offering is made in reliance upon exemption from the requirements of registration pursuant to Regulation D; Rule 230.504, as promulgated under the Securities Act of 1933, as amended.
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