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HLD > SEC Filings for HLD > Form 8-K on 29-Oct-2009All Recent SEC Filings

Show all filings for SECURE AMERICA ACQUISITION CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SECURE AMERICA ACQUISITION CORP


29-Oct-2009

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On October 29, 2009, Secure America Acquisition Corporation (the "Company") issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that the Company consummated its business combination with Ultimate Escapes Holdings, LLC, following yesterday's approval all of the proposals related to the business combination and the amendment of certain terms of its warrants at the Company's special meeting of stockholders and warrantholders. The Company also announced that it has changed its name to Ultimate Escapes, Inc., and its common stock, warrants and units continue to trade on the NYSE Amex under the same ticker symbols HLD, HLD.WT, and HLD.U, respectively. However, it is anticipated that, on Friday, October 30, 2009, the Company's common stock and warrants will begin trading under the new ticker symbols UEI and UEI.WT, respectively, on the NYSE Amex.

In connection with the transactions, the Company entered into "forward contracts" to purchase approximately 6.03 million of the shares of its common stock sold in its initial public offering in privately negotiated transactions from stockholders who would otherwise have voted against the acquisition for an aggregate purchase price of approximately $48.1 million. The closing of such purchases was effected on the closing out of the funds that were held in the Company's trust account and were released as a result of the consummation of the business combination. In connection with such purchases, the Company paid a fee to a fund managed by Victory Park Capital Advisors, LLC of $123,973.57 for purchasing an aggregate of 1,561,380 shares from stockholders who would otherwise have voted against the acquisition and exercised their conversion rights.


Item9.01 Financial Statement and Exhibits.

(d)      Exhibits:

Exhibit  Description

99.1     Press release dated October 29, 2009.


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