Regulation A Offering Circular
Pricing Supplement July 15, 2020 | Filed Pursuant Regulation A Regulation A Offering Tier 1 BARRIER HOMES INC. 802 22nd Ave S Moorhead, MN 56560 barrierhomesinc.com |
$20,000,000
Bonds/Secured Corporate Convertible, due January 15, 2026
· | The bonds secured debt securities issued by Barrier Homes Inc. (BHI), (the “Company”). All payments and the return of the principal amount on the bonds are subject to our credit risk. |
· | The Bonds priced on July 15, 2020. The bonds will mature on January 15, 2026. At maturity, if the bonds have not been previously redeemed, you will receive a cash payment equal to 100% of the principal amount of the bonds, plus any accrued and unpaid interest. |
· | Interest will be paid on July 15 and January 15 of each year, commencing on January 15, 2021, with the final interest payment date occurring on the maturity date. |
· | The bonds will accrue interest at the following rates per annum during the indicated periods of their term: |
o | July 15, 2020 to but excluding January 15, 2026: 6.00% |
· | We have the right to redeem all, but not less than all, of the bonds on January 15, 2021, and on each subsequent interest payment date (other than the maturity date). The redemption price will be 100% of the principal amount of the bonds, plus any accrued and unpaid interest. |
· | The bonds are issued in minimum denominations of $1,000 and whole multiples of $1,000. |
· | The bonds will not be listed on any securities exchange. |
Potential purchasers of the bonds should consider the information in “Risk Factors” beginning on page PS-4 of this pricing supplement, page PS-1 of the attached Offering Circular. Be advised close attention to Description of Units and Structure of Flow Summary of Funds, Page PS-9. No Securities are being offered by existing security holders.
The bonds:
Are Not FDIC Insured | Are Not Bank Guaranteed | May Lose Value |
Per Bond | Total | ||
Offering Circular Price | 100.00% | $ 20,000,000.00 | |
Underwriting Discount | 0.00% | $ 0.00 | |
Proceeds (before expenses) to BHI | 100.00% | $ 20,000,000.00 |
We will deliver the bonds in book-entry form on July 15, 2020 against payment in immediately available funds.
The bonds are secured and are not savings accounts, deposits, or other obligations of a bank. The bonds are not guaranteed by Barrier Homes Inc. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and involve investment risks.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these bonds or passed upon the adequacy or accuracy of this pricing supplement, the accompanying Offering Circular supplement, or the accompanying Offering Circular . Any representation to the contrary is a criminal offense.
PS-1
TABLE OF CONTENTS
Summary of terms PS-2
Risk Factors PS-4
Disclosure of Commission Position on Indemnification for Securities Act Liabilities PS-6
Determination of Offering Price PS-6
U.S. federal income tax summary PS-7
Foreign account tax compliance act (“fatca”) PS-7
Supplemental plan of distribution PS-8
Description of units and structure of flow summary of funds PS-8
Description of units and structure of flow summary of funds diagram PS-9
Event of default PS-10
Management’s discussion and analysis of financial condition and results of operations PS-10
Forward looking statements PS-11
Incorporation of certain information by reference PS-11
Indenture PS-12
Background Overview PS-13
Geographic Location PS-13
Risk Management PS-13
Lending and Bowering PS-13
Independent Underwriter PS-13
Voting Rights of Holders PS-14
Voting Trust Majority PS-14
Material Contracts PS-14
Acquisitions PS-14
Reorganization PS-14
Predetermined Arrangements PS-14
Liquidation PS-14
Escrow PS-14
Dissolution PS-14
Power of Attorney PS-14
Signature PS-15
Bad Actor PS-16
Subscription Agreement
Convertible Option
Refundable Option
F/S Unaudited
Exhibits
SUMMARY OF TERMS
This pricing supplement supplements the terms and conditions in the Offering Circular , dated July 15, 2020, as supplemented by the pricing supplement, dated July 15, 2020 (as so supplemented, together with all documents incorporated by reference, the “Offering Circular ”), and should be read with the Offering Circular .
• Title of the Series: | Bonds/Secured Corporate Convertible, due January 15, 2026 |
• Aggregate Principal Amount Initially Being Issued: | $20,000,000 |
• Issue Date: • Refundable Date Notice 160 days from subscription date refund within 90 days of notice: | July 15,2020 160/90 |
• Offer Closing Date: • Convertible Date: | July 15, 2021 January 15, 2022 |
• Callable Date: | January 15, 2021 |
• Maturity Date: | January 15, 2026 |
• Ranking: | Bonds / Secured Corporate |
• Day Count Fraction: | 30/360 |
• Interest Periods: | Semi-annually. Each interest period (other than the first interest period, which will begin on the issue date) will begin on, and will include, an interest payment date, and will extend to, but will exclude, the next succeeding interest payment date (or the maturity date, as applicable). |
• Interest Payment Dates: | July 15 and January 15 of each year, beginning on January 15, 2021, with the final interest payment date occurring on the maturity date. |
• Interest Rates: | The bonds will accrue interest during the following periods at the following rates per annum: 6% |
Dates: | Annual Rate: |
July 15, 2021 to but excluding January 15, 2026 | 6.00% |
PS-2
• Optional Early Redemption: | We have the right to redeem all, but not less than all, of the bonds on January 15, 2021, and on each subsequent interest payment date (other than the maturity date). The redemption price will be 100% of the principal amount of the bonds, plus any accrued and unpaid interest. In order to call the bonds, we will give notice at least five business days but not more than 60 calendar days before the specified early redemption date. | ||||
• Business Days: | If any interest payment date, any early redemption date, or the maturity date occurs on a day that is not a business day in New York, New York, then the payment will be postponed until the next business day in New York, New York. No additional interest will accrue on the bonds as a result of such postponement, and no adjustment will be made to the length of the relevant interest period. | ||||
• Repayment at Option of Holder 160/90 Refund Of Principle Investment Only No Interest will be paid: | Upon notice after 160 days from investment Barrier Homes Inc will within 90 days return your entire initial investment to you for any reason. The 100% refund will be the amount of investment only interest will not apply. In the case of zero-coupon bond only original purchase price will be refunded not par value of the bond. | ||||
• Record Dates for Interest Payments: | For book-entry only bonds, one business day in New York, New York prior to the payment date. If bonds are not held in book-entry only form, the record dates will be the fifteenth calendar day preceding such interest payment date, whether or not such record date is a business day. | ||||
· Events of Default and Rights of Acceleration: | If an event of default (as defined in the Bond Indenture) occurs and is continuing, holders of the bonds may accelerate the maturity of the bonds, as described under “Description of Debt Securities—Events of Default and Rights of Acceleration” in the Offering Circular . Upon an event of default, you will be entitled to receive only your principal amount, and accrued and unpaid interest, if any, through the acceleration date. In case of an event of default, the bonds will not bear a default interest rate. If a bankruptcy proceeding is commenced in respect of us, your claim may be limited, under the U.S. Bankruptcy Code, to the original Offering Circular price of the bonds. | ||||
• Convertible Ratio 1:10: • Calculation Agent: | Bonds are convertible to common stock shares at only the holder option. See “Indenture” PS-12 Barrier Homes Inc. | ||||
• Fees and Charges: | The Offering Circular price of the bond includes the underwriting discount of 0.00% as listed on the cover page and an additional charge of up to $4.80 per $1,000 in principal amount of the bonds that is more fully described on page PS-9. | ||||
• Listing: | Barrier Homes Inc | ||||
· | the time remaining to maturity of the bonds; | ||||
· | the aggregate amount outstanding of the bonds; | ||||
· | the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest rates, which may cause the market value of the bonds to decrease); | ||||
· | general economic conditions of the capital markets in the United States; | ||||
· | geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally; | ||||
· | our financial condition and creditworthiness; and | ||||
· | any market-making activities with respect to the bonds. | ||||
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. DETERMINATION OF OFFERING PRICE Our Offering Price is arbitrary with no relation to value of the company. This Offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the Bonds offered under this offering. If the maximum amount of Bonds are sold under this Offering, the purchasers under this Offering will own 100% of the Bonds outstanding. If the minimum amount of Bonds are sold under this Offering, the purchasers under this Offering will own 100% of the Bonds outstanding. If some amount of Bonds are sold under this Offering, between the above maximum and minimum amount of this Offering, the purchasers under this Offering will own 100% of the Bonds outstanding. PS-6 | |||||
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the bonds, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws. | |||||
• | To authorize an act that is not in the ordinary course of the business of the Company; and | ||||
• | To amend the Certificate of Formation or make substantive amendments to the Articles of Incorporation. | ||||
Barrier Homes Inc. | |||||
By: It’s CEO, Barrier Homes Inc., | |||||
A Minnesota Corporation | |||||
By: Its CEO: | |||||
Randall Boe | |||||
/s/ Randall Boe | |||||
By: Randall Boe | |||||
its CEO | |||||
Barrier Homes Inc. | |||||
By: | /s/ Randall Boe | ||||
Randall Boe | |||||
CEO Barrier Homes Inc. | |||||
At December 31, 2018 | |||||
TOTAL ASSETS | $ | 59,148 | |||
TOTAL LIABILITIES | 59,148 | ||||
TOTAL OWNERS’ EQUITY | 59,148 | ||||
TOTAL LIABILITIES AND OWNERS’ EQUITY | $ | 59,148 | |||
At December 31, 2019 | |||||
TOTAL ASSETS | $ | 1,284,252 | |||
TOTAL LIABILITIES | 919,769 | ||||
TOTAL OWNERS’ EQUITY | 364,482 | ||||
TOTAL LIABILITIES AND OWNERS’ EQUITY | $ | 1,284,252 | |||
Barrier Homes Inc. Statement of Operations “Unaudited” | Inception (April 6, 2017 to December 31, 2019 | ||||
Revenues | $ | 1,076,979 | |||
Expenses | $ | 506,790 | |||
Net Income (Loss) | $ | 570,189 | |||
Retained Earnings | $ | 570,189 |