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PROMISSORY NOTES
INVESTMENT SUMMARY
www.uscapglobalsecurities.com
PROMISSORY NOTES
Accredited Investors Only: The Notes are being offered pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D
thereunder. The Company may offer and sell Notes pursuant to Rule 506(c) solely to investors who qualify and are verified as
“accredited investors,” as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended, or, in
its discretion, may offer and sell Notes to investors who qualify as accredited investors. If you are not an accredited investor or
fail to provide requested information the Manager needs to verify your accredited investor status, the Manager will not accept
your subscription.
Investment Objective: To both preserve principal and achieve consistent attractive returns
Strategy: Making and managing direct and indirect investments in debt of other companies and investment funds and other
business credit lenders that invest in qualified Small and Medium Businesses (“SMBs”).
THE OPPORTUNITY
SMB are catalysts to the wellbeing of an economy. These businesses consistently demonstrate attractive performance metrics,
with revenue growth for companies with $10 million to $100 million of revenue being higher and significantly more stable than
that of the S&P 500.
Economic Trends1
n There are almost 30.7 million small businesses in the United States which account for 99.9% of the total US businesses.
n Small businesses are responsible for employing 59.9 million people (47.3% of the working population).
n Large banks approved only 26.9% of small business loans and smaller banks have been facing greater regulatory oversight.
The fall in loans provided is indicative of the growing demand for alternate forms of credit.
n For every 3 people who applied for funding in 2019, 1 did not receive the total amount requested. When starting their
new business, 80% used personal finance.
n 11 out of 12 small businesses survive every year.
1. US Bureau of Labor Statistics, U.S. Small Business Administration’s website and Goldman Sachs’ “Voice of Small Business in America: 2019 Insights Report”
The Issuer believes that there continues to be a thriving SMB segment seeking alternative debt financing and looks for parties
that have robust proprietary flow of lending opportunities and believes that ongoing lending opportunities continue to exist.
The issuer intends to preserve principal as well as achieve consistent attractive income making indirect debt investments in
small and medium-sized businesses (SMBs) located. The company will seek to primarily make senior loans of $1 million to
$10 million to funds and other business lenders that lend to qualifying SMBs.
MANAGEMENT TEAM
Prior to being a financier, Mr. Sweeney served as a principal and CEO of Machine Works Corporation, a lower middle market
aerospace manufacturing company. His experience leading a business in the highly-regulated aerospace manufacturing industry
He joined US Capital Global in 2006, where he significantly contributed to the firm’s growth into a leading private financial
group for small and medium-sized businesses globally. As Managing Partner of US Capital Global, Mr. Towle oversees 50+
professionals in addition to the firm’s established affiliates and institutional investors. During his tenure, Mr. Towle has overseen
the origination and closing of $6 billion+ in transactions.
RISK DISCLOSURES*
• The Issuer does not have an operating or investment history and may not be able to implement its investment policies and strategies successfully.
• The Issuer may be unable to complete its proposed acquisition of Securities.
• The Securities purchased by the Issuer will be a portfolio asset of the Issuer and will not be directly owned by, and their value will not be allocated or attributed
to, any particular subscriber.
• The Issuer’s investment in Securities is inherently risky due to the nature and business of the Company.
• Securities may lose all or part of their value.
• Adverse economic conditions and developments could jeopardize the business of the Company and the Issuer’s investment in the Company’s securities.
• Neither the Issuer nor the Manager will have control over the Company or its future valuation.
• Because the Issuer’s primary investment is in the Company, an investment in the Issuer will be subject to greater volatility and risk than an investment in a fund
with more diversified investments.
• The Company may never complete a liquidity event; and even if such a liquidity event is achieved, the Manager will have no ability to control or influence
whether or when the manager of any fund in which the Issuer invests makes a distribution to the Issuer.
• Members of the Issuer will be required to rely on the Manager to exercise all rights and make all decisions regarding the Securities.
• The Manager and its Affiliates are permitted to engage in other businesses and investment activities, which could reduce the amount of time and effort they
devote to the Issuer.
• The Manager and its Affiliates are currently engaged in other investment and investment management activities, and they expect to engage in additional
investment and investment management activities in the future. As a result, they may face conflicts of interest in allocating investments.
• The Manager is permitted to enter into related party transactions that may present conflicts of interest that are permitted under the Note Purchase Agreement.
• The Manager and its Affiliates may hold interests in securities of the Company and of any fund in which the Issuer may invest and interests in securities of the
Issuer. Such interests could present conflicts of interest and affect the Manager’s investment decisions on behalf of the Issuer.
• The liability of the Manager and its Affiliates is significantly limited under the Note Purchase Agreement, and the Issuer will agree to indemnify the Manager
and its Affiliates against certain liabilities, which may lead the Manager and its Affiliates to act in a riskier manner on behalf of the Issuer than they would when
acting for their own account.
• Investing in Notes involves a high degree of risk that may result in the loss of some or all of the investment
• The ability to transfer Notes will be restricted under the terms of the Note Purchase Agreement and federal and state securities laws.
• No independent advisers represent investors in the Notes.
• The Issuer is not a registered investment company, so you do not have the protections of the Investment Company Act.
• The tax aspects of an investment in the Issuer are complicated, and each subscriber should have them reviewed by professional advisers familiar with the
subscriber’s personal tax situation and with the tax laws and regulations applicable to the investor and investment limited liability companies.
Pat Steele,
Partner, Asset Management
Direct: (415) 889-1025
Office: (415) 889-1010
psteele@uscgs.com
Securities offered through US Capital Global Securities, LLC, member FINRA, SIPC.
Loans made or arranged pursuant to a California Finance Lenders Law License.
License No. 60DBO 43589