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US Capital Global Credit Income Fund – Investor Pack - 30 Oct 19

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Published by vanessag, 2019-10-30 19:33:13

US Capital Global Credit Income Fund – Investor Pack - 30 Oct 19 (1)

US Capital Global Credit Income Fund – Investor Pack - 30 Oct 19

US CAPITAL GLOBAL BUSINESS
CREDIT INCOME FUND, LP

INVESTOR PACK

US Capital Global Securities
555 Montgomery Street, Suite 1501
San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665
[email protected]

www.uscapglobalsecurities.com



®

Hi Alexei:

Thank you for your support on MIRIS and for considering an initial $25MM investment in our US Capital
Global Business Credit Income Fund, LP (the “Fund”). The Fund is senior secured on every transaction
and is hitting 12-13% APR over the past three years after fees and costs, and I estimate we will do that
or a bit better going forward. As promised, here is some sales information and the offering documents
for the Fund. I have also included some of our deal pipeline. Some of these opportunities fit our Fund
criteria, and we are considering investing in them out of the Fund. Some deals are very good, like
MIRIS, but do not meet the Fund’s credit criteria.

I have enclosed the following for you and your team’s review:

1. Two-page summary of the Fund
2. Fund Investment Summary in more detail
3. Offering documents for the Fund

a. Limited Partnership Agreement
b. Private Placement Memorandum
c. Subscription Agreement
4. Pipeline of some of our current direct deals
5. Manifesto transaction summary. (Manifesto is a French hospitality group based in Paris. We are
looking to increase our allocation from several million to about 5 million Euros.)
6. US Capital Global brochure
7. My bio and prior fund management attribution with the Breakwater Fund, which I founded and
managed from 2006 through 2014.

Happy to get on a call anytime and discuss further, and I look forward to visiting in the first week of
November on my return to London.

Sincerely,

Jeffrey Sweeney

Chairman and CEO, US Capital Global;
Managing Partner, US Capital Global Investment Management



US Capital Global provides sophisticated debt, equity, and
investment products to lower middle market companies and
® investors, using the latest FinTech and RegTech innovation.

INVESTMENT OVERVIEWINVESTMENT OPPORTUNITY

US Capital Global Business US CAPITAL GLOBAL
Credit Income Fund, LP BUSINESS CREDIT INCOME

LIMTED PARTNERSHIP FUND, LP
$250,000,000

FUND OBJECTIVE

The General Partner’s aim in creating the US Capital Partner believes that there continues to be a thriving SMB
Global Business Credit Income Fund, LP (the “Fund” or the segment seeking such alternative debt financing. The General
“Partnership”) is to deliver a net return of at least 12% each Partner has a robust proprietary flow of lending opportunities
year to its Limited Partner investors, primarily by providing from its affiliate company, US Capital Global Partners LLC,
direct senior loans of $1 million to $10 million to qualifying a licensed broker lender and believes that ongoing lending
small and medium-sized businesses (SMBs). The General opportunities continue to exist.

THE OPPORTUNITY

SMBs are the engine of the 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. The lower and
middle market has consistently delivered strong
performance during both recessionary and growth periods
of the overall economy.

Since the recent financial crisis, there has been a
significant increase in the credit quality of many growth-
oriented SMBs. However, large banks have curtailed
their SMB lending, and smaller banks have been facing
greater regulatory oversight since they took severe
losses during the financial crisis in commercial real-
estate lending. As a result, many SMBs now find themselves
unable to access capital from the traditional banking sector
to finance ongoing operations, fund expansion plans, or
launch other strategic initiatives. Consequently, smaller
companies have been increasingly seeking financing from
alternative capital sources.

US Capital Global uscapglobalsecurities.com
555 Montgomery Street, Suite 1501, San Francisco, CA 94111 Securities offered through
T +1 415 889 1010
F +1 415 358 5665 US Capital Global Securities, LLC,
member FINRA, SIPC.

WWW.USCAPGLOBAL.COM
® TEL +1 415 889 1010

INVESTMENT OPPORTUNITY

Investment Objective: To both preserve principal and achive consistent attractive returns by making primarily senior debt
investment in small and lower middle market private and public companies located primarily in the United States.

DEAL HIGHLIGHTS US Capital Global Business Credit Income Fund, LP (“The Fund”)
Up to $250,000,000
The Fund: Open-ended private investment fund
Fund Size:
Fund Type: US Capital Global Investment Management, LLC
General Partner and In general, realized gains income will be allocated to Partners (who may elect to receive distributions
Investment Advisor: of the amounts allocated) in the following sequence every quarter:
Distributions: 1. 2% preferred return, if any, per quarter to the Limited Partners;
2. After the 2% preferred return hurdle has been met for the quarter, the General Partner will receive a
Management Fee:
“catch-up” so that initial returns are divided 80% to the Limited Partners and 20% to the General Partner;
3. Thereafter, 80% to Limited Partners and 20% to the General Partner
2.00% of the amount of the Partnership’s Assets Under Management (as defined in Section IX
of the Memorandum, entitled “Summary of Fund Terms”).

MANAGEMENT

Jeffrey Sweeney – Founder and Co-Managing Partner, and Chairman of Investment Committee
Charles Towle – Co-Managing Partner
Ish Spencer – Member of Investment Committee

RISKS

You should be aware that an investment in Interests in the Fund involves considerable risks, • Leverage by the Fund could result in Fund losses.
including the possible loss of all or a material portion of your investment. The abbreviated • Lender liability and equitable subordination may impede the Fund’s performance.
risks set forth below, as well as the detailed risk factors set forth in the Confidential Private • The markets in which we operate are subject to the risk of natural disasters.
Placement Memorandum, are not the only risks facing investors: • The Fund and General Partner are subject to government regulation.
• Substantial competition in the market could adversely affect the Fund.
• The Fund may suffer losses in its portfolio. • The Fund is subject to systems, accounting and internal control risks.
• Poor economic conditions may cause the Fund to suffer higher default rates on its loans and • Our information systems may experience an interruption or breach in security.
• Our controls and procedures may fail or be circumvented.
decreased value of the assets it holds as collateral. • There is no participation by limited partner investors in the management of the Fund.
• Investments are generally risky and offer no guarantee of success. • The General Partner and its members enjoy limited liability.
• The Fund’s performance is dependent on key personnel and the loss of one or more of those • No negotiation of terms or independent legal representation.
• Valuations and appraisals at discretion of General Partner.
key personnel may materially and adversely affect the Fund’s performance and prospects. • Incentive allocation may lead to increased risk-taking by managers.
• The Fund may lack diversification which could increase the negative impact of the performance • Limited transferability of the Partnership interests.
• Long-term nature of investment and illiquidity.
of a small number of investments. • There is recourse to the Partnership’s assets and indemnification liabilities which could result
• The Fund will make unspecified investments so Limited Partners must rely solely on the
in losses to Limited Partners.
General Partner. • A Limited Partner may be liable for the return of distributions.
• The Fund’s portfolio will lack liquidity. • Reserves may expose Limited Partners to losses.
• The Fund has a limited operating history going back to Q1 2017. • The General Partner may enter into side letters with certain Limited Partners.
• Portfolio investment selection may not fulfill investment objective.
• Projections may have no relation to actual events.
• Partnership investments are subject to general credit and interest rate risk.
• Leverage at portfolio company level increases Partnership’s exposure.

If you would like to know more about how your business can secure the funding it needs, visit
www.uscapglobal.com or call +1 415 889 1010

Follow us /uscapglobal

US CAPITAL GLOBAL BUSINESS

PRESENTATION

General Partner T +1
US Capital Global Investment Management, LLC F +1
555 Montgomery Street, Suite 1501 supp
San Francisco, CA 94111

S CREDIT INCOME FUND, LP

415 889 1010 www.uscapglobalsecurities.com
415 358 5665
[email protected]

FUND SUMMARY

Fund Name: US Capital Business Credit Income Fu

Target Size: $250,000,000

Fund Type: Open-ended private investment fund

Investment Objective: To both preserve principal and achieve c
returns by making primarily senior debt i
and lower middle market private and pub
primarily in the United States.

General Partner and US Capital Investment Management, LLC
Investment Adviser:

Placement Agent: US Capital Global Securities, LLC, membe

Fund Administrator: Perennial Fund Services, LLC

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

und, LP (the “Fund”)

consistent attractive
investments in small
blic companies located
C
er FINRA, SIPC

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

EXECUTIVE OVERVIEW

Fund Manager: US Capital Investment Managem

n San Francisco-based alternative asset manager (the “General Par
n Specialists in asset-based lending to SMBs, with deep expertise in
n Flexibility and structuring expertise across a broad range of trans
n Third-party fund administrator and fund auditors in place, as wel

The Credit Fund: US Capital Business Credit Inco

n $250 million open-ended private investment partnership (the “Fu
United States

n 8% preferred net return to investors before any profit share for G
n 100% quarterly income distributions in cash available

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

ment, LLC

rtner”) focused on the small and lower middle market
n underwriting debt and monitoring collateral
saction types
ll as finance lender and broker license registration

ome Fund, LP

und”) providing growth capital to highly promising SMBs primarily in the

General Partner 1

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

EXECUTIVE OVERVIEW

Disciplined Investment Approach

n Direct senior loans into qualifying SMBs with assets in the United
n Investment opportunities carefully selected from over $4 billion in
n All loans backed by assets of borrowing company or by enterpris
n The General Partner actively monitors portfolio companies and th

an observer seat on their Boards of Directors
n Allocations of up to $10 million per company helps mitigate risk, t

of total assets under management in any single allocation)

Strong Deal Flow and Pipeline; Proactive, Multi-C

n Sourcing advantage through affiliation with US Capital Partners I

• Over $4 billion in potential funding opportunities annually
• Proactive marketing strategy, with very wide weekly database o
• Wide network of industry relationships and referrals
• “First look” and “last look” relationships

n Strong pipeline of compelling investment opportunities since 19

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

d States as collateral
n potential funding opportunities each year
se value of the business, with UCC filings on assets
heir collateral over the lifetime of the loan, including in some cases with

through diversification (the Fund will not generally invest more than 15%

Channel Sourcing Strategy

Inc., a private investment bank for SMBs and registered broker lender

outreach

998

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

MARKET OPPORTUNITY

SMBs Consistently Demonstrate Attractive
Performance Metrics

n Revenue growth for companies with $10 million to $100
million of revenue is higher and significantly more stable than
that of the S&P 5002

n The lower and middle market has consistently delivered strong
performance during both recessionary and growth periods of
the overall economy3

n Since the recent financial crisis, the credit quality of many
growth-oriented SMBs has increased significantly4

Sources:

2. Small Business Investor Alliance, Lower Middle Market Investor Alliance Insights,
Volume 2, Issue 1 (March 30, 2015), p. 3.

3. Lawrence Delevingne, “Private Equity Salivates at Bullish ‘Middle Market,‘” CNBC, January 2014;
and Sharmin Mossavar-Rahmani, Brett Nelson, et al. Outlook 2015: US Preeminence, Goldman
Sachs (Investment Division), January 2015, p. 1.

4. U.S. Census Bureau, “Statistics About Business Size (including Small Business) from the U.S.
Census Bureau.”

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

Focusing on Smaller Businesses Where Capital
Is Constrained

n The government responded to the financial crisis with
increased regulatory “de-risking” of the banking sector, leading
to reduced availability of capital for SMBs

n Many smaller enterprises are unable to access capital from the
traditional banking sector to finance ongoing operations, fund
expansion plans, or launch other strategic initiatives

n Consequently, smaller companies have increasingly been

seeking financing from alternative capital sources.

Most SMBs Consider New Debt Financing
Difficult To Raise

Source: Pepperdine University, Pepperdine Private Capital Access Index – Q4 2015.

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

INVESTMENT STRATEGY

Portfolio Company Characteristics

n Proven, scalable business model and exceptional long-term grow
n Minimum of three years of historical growth performance (>10%
n Annual revenues of up to $100 million and EBITDA of $500,000 t
n Experienced management team
n Marketable assets for securitization

Representative Terms

n Senior secured debt investments
n Investment size of $1 million to $10 million
n Loan term up to 36 months, fully amortized
n Board of Directors observation rights

Multiple Transaction Opportunities

n Growth Capital: Capital to support business expansion, such as
n Refinancing: Improved financing structures to facilitate business
n Recapitalization: Improvement of capital structure and preserva
n Bridge Financing: Short-term asset-based loans to maintain ope
n Acquisition Financing: Capital for contingent merger or acquisiti

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

wth prospects
% CAGR)
to $10 million

developing new products and entering into new markets
s growth or accommodate changes to a business
ation of cash flow
erations to foreseeable recapitalization event
ion event

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

FUND PERFORMANCE

The Fund’s average rate of return net of fees and expenses over the
past three years is 12.48%, with no down quarters to date.

All performance figures of the Fund are unaudited and have been determined by the General
Partner from data available to it. Performance results represent fund-level returns and are
not an estimate of any specific investor’s performance, which may be materially different
depending on entry times and other circumstances. Returns shown also do not reflect
taxes that will be paid by the partners on their gains. Performance results represents actual
returns from Q1 2017 to Q3 2019, with 2019 performance to date annualized. Net returns
are calculated on deployed capital only, and not on capital that may be held from time to
time in the Custodial Account. All investments involve risk, including the loss of principal. Past
performance can be no guarantee of future results.

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

MANAGEMENT TEAM

US Capital Global Investment Management, LLC is led by industry vetera
banking, financial advisory, operational, and direct lending experience.
a strong specialization in underwriting and collateral management. Th
analysts, underwriters, and financing specialists with significant expertis

Jeffrey Sweeney, Founder and Co-Managing Partner, and Chairm
Committee

A seasoned industry veteran with deep expe
finance, Mr. Sweeney is Chairman and CEO
Inc., a leading private investment bank for
entrepreneurial approach, which he has ap
banking and equipment leasing arena for o
purchased the assets of US Capital Corpora
leasing company. Changing the focus of the
asset-based lending and investment bankin
to over $4 billion in potential funding o
Until September 2014, Mr. Sweeney served as a Managing Partner at
Management, LLC, an investment firm that specializes in direct growth
SMBs. He was seminal in architecting the firm’s inaugural $250 million

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

ans with deep investment
Importantly, this includes
The team is supported by
se in SMB lending.

man of Investment

erience in structured debt
O at US Capital Partners
r SMBs. He has a strong
pplied in the investment
over 15 years. In 1998, he
ation, a small equipment
e company to structured
ng, he grew the business
opportunities each year.
t Breakwater Investment
h-capital investments into
n credit fund.

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

Charles Towle, Co-Managing Partner

Mr. Towle is Managing Partner of US
Division Head and licensed principal of U
the placement agent for the Fund. He
development, asset management, corp
and general business management ex
entrepreneurial and investment experien
financial officer, or board member of vari
funds and SMBs, both in the United State
and 79 registrations from FINRA.

Ish Spencer, Member of Investment C

Mr. Spencer serves as Managing Director a
Inc., and brings extensive multi-disciplina
Committee. A serial entrepreneur and
Spencer has over 15 years of business d
private investment, asset and market ev
general business management and opera

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

Capital Partners, Inc. and the
US Capital Global Securities, Inc.,

has over 10 years of business
porate finance, capital markets,
xperience. He gained extensive
nce, serving as a limited partner,
ious investment and endowment
es and abroad. He holds Series 24

Committee

and Partner at US Capital Partners
ary experience to the Investment
corporate finance specialist, Mr.
development, asset management,
valuation, business analysis, and
ations experience.

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

SUMMARY OF FUND TERMS

n Minimum commitment of $250,000, subject to lesser amounts b
n Preferred net return hurdle of 2% quarterly
n Management fee of 2% per annum on invested capital
n Performance carry of 20% of returns, but only if investors have r
n Placement Agent: US Capital Global Securities, LLC, a registered

General Partner
n Placement Agent fee: 0.50% per annum of the total amount of

Fund to the Placement Agent.
n Initial one-year lock-up in custodial account

Full details provided in the offering documents of the Fund, which include a
agreement, and subscription agreement.

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

being accepted at the discretion of the General Partner

received their preferred net return for the calendar quarter
d broker-dealer member of FINRA and an affiliated entity of the
subscription funds raised by the Placement Agent, paid by the

confidential private placement memorandum, limited partnership

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

DISCLAIMER

This presentation does not constitute an offer to sell or a solicitation of an offer to buy any s
Any offer would only be made by means of a formal Confidential Private Placement Memoran
Memorandum, Agreement of Limited Partnership, and Subscription Agreement (together, the

This presentation does not purport to be all-inclusive or to contain all of the information that th
This presentation is not a part of or supplemental to the Offering Documents or such definitive d
in its entirety. Projections and other forward-looking information as to events that may occur in
based on information provided by the Fund and other publicly available information as of the
be achieved. The recipient should not rely on any information contained herein. No investmen
in this presentation. Actual results will vary from any projections in this presentation, and such
invested capital.

This presentation is confidential. By acceptance hereof, you agree that (i) the information mus
maintain the confidentiality of all information herein that is not already in the public domain; and

CONFLICTS OF INTEREST

The General Partner and USCGS are affiliated entities. Charles Towle is Co-Managing Partner o
the parent company of the General Partner and USCGS. Jeffrey Sweeney is Co-Managing Part
parent company of the General Partner and USCGS. Conflicts of interest may arise in connec
General Partner also manages a leveraged loan fund that may be a lender to the Fund. Investo
relating to the General Partner and its affiliates, are permitted under the terms of the Fund’s offeri
interest and the associated risk.

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

security and may not be relied upon in connection with the purchase or sale of any security.
ndum. No offer or solicitation will be made prior to delivery of a Confidential Private Placement
“Offering Documents”).

he recipient may require and is qualified in its entirety by reference to the Offering Documents.
documentation. The Offering Documents and any supplements will supersede this presentation
n the future (including projections of revenue, expense, net income and stock performance) are
date of this presentation. There is no guarantee that any of these estimates or projections will
nt, divestment or other financial decisions or actions should be based solely on the information
h variations may be material, including the possibility that an investor may lose some or all of its

ust not be used, reproduced, or distributed to others without prior written consent; (ii) you will
d (iii) you will use the information contained herein solely for preliminary informational purposes.

of the General Partner, the Division Head and licensed principal of USCGS, and a stockholder of
tner of the General Partner and is also Chairman, CEO, and the controlling stockholder of the
ction with Mr. Towle’s and Mr. Sweeney’s control of both the General Partner and USCGS. The
ors should be aware that these conflicts of interest, and a number of other conflicts of interest
ing documents. You should not invest in the Fund unless you are willing to accept these conflicts of

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

RISK FACTORS

You should be aware that an investment in Interests in the Fund involves considerable risks, in
set forth below, as well as the detailed risk factors set forth in the Confidential Private Placeme

n The Fund may suffer losses in its portfolio.
n Poor economic conditions may cause the Fund to suffer higher default rates on its

loans and decreased value of the assets it holds as collateral.
n Investments are generally risky and offer no guarantee of success.
n The Fund’s performance is dependent on key personnel and the loss of one or more

of those key personnel may materially and adversely affect the Fund’s performance
and prospects.
n The Fund may lack diversification which could increase the negative impact of the
performance of a small number of investments.
n The Fund will make unspecified investments so Limited Partners must rely solely
on the General Partner.
n The Fund’s portfolio will lack liquidity.
n The Fund’s operating history extends back only to Q1 2017.
n Portfolio investment selection may not fulfill investment objective.
n Projections may have no relation to actual events.
n Partnership investments are subject to general credit and interest rate risk.
n Leverage at portfolio company level increases Partnership’s exposure.
n Leverage by the Fund could result in Fund losses.
n Lender liability and equitable subordination may impede the Fund’s performance.

US Capital Global Investment Management, LLC

555 Montgomery Street, Suite 1501, San Francisco, CA 94111
T +1 415 889 1010
F +1 415 358 5665

ncluding the possible loss of all or a material portion of your investment. The abbreviated risks
ent Memorandum, are not the only risks facing investors:

n The markets in which we operate are subject to the risk of natural disasters.
n The Fund and General Partner are subject to government regulation.
n Substantial competition in the market could adversely affect the Fund.
n The Fund is subject to systems, accounting and internal control risks.
n Our information systems may experience an interruption or breach in security.
n Our controls and procedures may fail or be circumvented.
n There is no participation by limited partner investors in the management of the Fund.
n The General Partner and its members enjoy limited liability.
n No negotiation of terms or independent legal representation.
n Valuations and appraisals at discretion of General Partner.
n Incentive allocation may lead to increased risk-taking by managers.
n Limited transferability of the Partnership interests.
n Long-term nature of investment and illiquidity.
n There is recourse to the Partnership’s assets and indemnification liabilities

which could result in losses to Limited Partners.
n A Limited Partner may be liable for the return of distributions.
n Reserves may expose Limited Partners to losses.
n The General Partner may enter into side letters with certain Limited Partners.

uscapglobalsecurities.com
Securities offered through

US Capital Global Securities, LLC,
member FINRA, SIPC.

US CAPITAL GLOBAL BUSINESS CREDIT
INCOME FUND, LP

PRIVATE INVESTMENT FUND

INVESTMENT SUMMARY

US Capital Global Securities
555 Montgomery Street, Suite 1501
San Francisco, CA 94111

T +1 415 889 1010
F +1 415 358 5665
[email protected]

www.uscapglobalsecurities.com

COMPANY DESCRIPTION

Fund name: US Capital Global Business Credit Income Fund, LP (the “Fund”)
Total Fund Size: $250,000,000
Fund Type: Open-ended private investment fund
Investment Objective: To both preserve principal and achieve consistent attractive returns by making primarily
senior debt investments in small and lower middle market private and public companies
General Partner and located primarily in the United States.
Investment Advisor:
Placement Agent: US Capital Global Investment Management, LLC
Fund Administrator: US Capital Global Securities, LLC
Perennial Fund Services, LLC

FUND TERMS

• The General Partner aims to deliver attractive, risk-adjusted returns for Limited Partners, redeemable in cash at a Limited
Partner’s option each quarter

• Management fee of 2.00%
• Performance carry of 20% of returns, but only after Limited Partners have received a preferred net return of 2% for any

calendar quarter
• Minimum commitment of $250,000, subject to lesser amounts being accepted at the discretion of the General Partner
• Open-ended fund; one-year lock-up in Custodial Account
• In general, realized gains income will be allocated in the following sequence every quarter:

1. 2% preferred return, if any, per quarter to the Limited Partners;
2. After the 2% preferred return hurdle has been met for the quarter, the General Partner will receive a “catch-up” so that

initial returns are divided 80% to the Limited Partners and 20% to the General Partner;
3. Thereafter, 80% to Limited Partners and 20% to the General Partner

PORTFOLIO INVESTMENTS

Portfolio companies

The Fund will target small and medium-sized businesses (SMBs) with a proven, scalable business model and exceptional
long-term growth prospects and with a minimum of three years of historical growth performance (>10% CAGR), annual
revenues of up to $100 million and EBITDA of $500,000 to $10 million, an experience management team, and marketable
assets for securitization.

US Capital Global uscapglobalsecurities.com
555 Montgomery Street, Suite 1501, San Francisco, CA 94111 Securities offered through
T +1 415 889 1010
F +1 415 358 5665 US Capital Global Securities, LLC,
member FINRA, SIPC.

Representative Terms
• Senior secured debt investments
• Investment size of $1 million to $10 million
• Loan term of 36 months, fully amortized
• Board of Directors observation rights

Investment structures
• Growth Capital: Capital to support business expansion, such as developing new products and entering into

new markets
• Refinancing: Improved financing structures to facilitate business growth or accommodate changes to a business
• Recapitalization: Improvement of capital structure and preservation of cash flow
• Bridge Financing: Short-term asset-based loans to maintain operations to foreseeable recapitalization event
• Acquisition Financing: Capital for contingent merger or acquisition event

MARKET OPPORTUNITY*

SMB are the engine of the 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. The lower and
middle market has consistently delivered strong
performance during both recessionary and growth
periods of the overall economy.

Since the recent financial crisis, there has been a
significant increase in the credit quality of many
growth-oriented SMBs. However, large banks have
curtailed their SMB lending, and smaller banks
have been facing greater regulatory oversight
since they took severe losses during the financial
crisis in commercial real-estate lending. As a result,
many SMBs now find themselves unable to access capital from the traditional banking sector to finance ongoing operations,
fund expansion plans, or launch other strategic initiatives. Consequently, smaller companies have been increasingly seeking
financing from alternative capital sources.

* Source: US Capital Business Credit Income Fund, LP, Confidential Private Placement Memorandum (October 1, 2019).

US Capital Global uscapglobalsecurities.com
555 Montgomery Street, Suite 1501, San Francisco, CA 94111 Securities offered through
T +1 415 889 1010
F +1 415 358 5665 US Capital Global Securities, LLC,
member FINRA, SIPC.

FUND PERFORMANCE

The Fund’s average rate of return net of fees and expenses over the past three years is 12.48%, with no down quarters
to date.

All performance figures of the Fund are unaudited and have been determined by the General Partner from data available to it. Performance results
represent fund-level returns and are not an estimate of any specific investor’s performance, which may be materially different depending on entry times
and other circumstances. Returns shown also do not reflect taxes that will be paid by the partners on their gains. Performance results represents actual
returns from Q1 2017 to Q3 2019, with 2019 performance to date annualized. Net returns are calculated on deployed capital only, and not on capital that
may be held from time to time in the Custodial Account. All investments involve risk, including the loss of principal. Past performance can be no guarantee
of future results.

MANAGEMENT TEAM

US Capital Global Investment Management, LLC is led by industry veterans with deep investment banking, financial
advisory, operational, and direct lending experience. Importantly, this includes a strong specialization in underwriting and
collateral management. The team is supported by analysts, underwriters, and financing specialists with significant expertise
in SMB lending.

Jeffrey Sweeney, Founder and Co-Managing Partner, and Chairman of Investment Committee

A seasoned industry veteran with deep experience in structured debt finance, Mr. Sweeney
is Chairman and CEO at US Capital Partners Inc., a leading private investment bank for
SMBs. He has a strong entrepreneurial approach, which he has applied in the investment
banking and equipment leasing arena for over 15 years. In 1998, he purchased the assets of
US Capital Corporation, a small equipment leasing company. Changing the focus of the company
to structured asset-based lending and investment banking, he grew the business to over
$4 billion in potential funding opportunities each year. Until September 2014, Mr. Sweeney
served as a Managing Partner at Breakwater Investment Management, LLC, an investment firm
that specializes in direct growth-capital investments into SMBs. He was seminal in architecting
the firm’s inaugural $250 million credit fund.

US Capital Global uscapglobalsecurities.com
555 Montgomery Street, Suite 1501, San Francisco, CA 94111 Securities offered through
T +1 415 889 1010
F +1 415 358 5665 US Capital Global Securities, LLC,
member FINRA, SIPC.

Charles Towle, Co-Managing Partner

Mr. Towle is Managing Partner of US Capital Partners, Inc. and the Division Head and licensed
principal of US Capital Global Securities, Inc., the placement agent for the Fund. He has over
10 years of business development, asset management, corporate finance, capital markets,
and general business management experience. He gained extensive entrepreneurial and
investment experience, serving as a limited partner, financial officer, or board member of
various investment and endowment funds and SMBs, both in the United States and abroad. He
holds Series 24 and 79 registrations from FINRA.

Ish Spencer, Member of Investment Committee

Mr. Spencer serves as Managing Director and Partner at US Capital Partners Inc., and brings
extensive multi-disciplinary experience to the Investment Committee. A serial entrepreneur and
corporate finance specialist, Mr. Spencer has over 15 years of business development, asset
management, private investment, asset and market evaluation, business analysis, and general
business management and operations experience.

PLACEMENT AGENT FEE

Units in the Fund are being offered through US Capital Global Securities, LLC (“USCGS”), which is acting as the placement
agent for the offering on a “best efforts” basis. USCGS will receive a recurring placement agent fee from the Fund of 0.5% per
annum of the total amount of subscription funds raised historically by USCGS.

RISK FACTORS

You should be aware that an investment in Interests in the Fund involves considerable risks, including the possible loss of all
or a material portion of your investment. The abbreviated risks set forth below, as well as the detailed risk factors set forth in
the Confidential Private Placement Memorandum, are not the only risks facing investors:
• The Fund may suffer losses in its portfolio.
• Poor economic conditions may cause the Fund to suffer higher default rates on its loans and decreased value of the

assets it holds as collateral.
• Investments are generally risky and offer no guarantee of success.
• The Fund’s performance is dependent on key personnel and the loss of one or more of those key personnel may

materially and adversely affect the Fund’s performance and prospects.

US Capital Global uscapglobalsecurities.com
555 Montgomery Street, Suite 1501, San Francisco, CA 94111 Securities offered through
T +1 415 889 1010
F +1 415 358 5665 US Capital Global Securities, LLC,
member FINRA, SIPC.

• The Fund may lack diversification which could increase the negative impact of the performance of a small number
of investments.

• The Fund will make unspecified investments so Limited Partners must rely solely on the General Partner.
• The Fund’s portfolio will lack liquidity.
• The Fund’s operating history extends back only to Q1 2017.
• Portfolio investment selection may not fulfill investment objective.
• Projections may have no relation to actual events.
• Partnership investments are subject to general credit and interest rate risk.
• Leverage at portfolio company level increases Partnership’s exposure.
• Leverage by the Fund could result in Fund losses.
• Lender liability and equitable subordination may impede the Fund’s performance.
• The markets in which we operate are subject to the risk of natural disasters.
• The Fund and General Partner are subject to government regulation.
• Substantial competition in the market could adversely affect the Fund.
• The Fund is subject to systems, accounting and internal control risks.
• Our information systems may experience an interruption or breach in security.
• Our controls and procedures may fail or be circumvented.
• There is no participation by limited partner investors in the management of the Fund.
• The General Partner and its members enjoy limited liability.
• No negotiation of terms or independent legal representation.
• Valuations and appraisals at discretion of General Partner.
• Incentive allocation may lead to increased risk-taking by managers.
• Limited transferability of the Partnership interests.
• Long-term nature of investment and illiquidity.
• There is recourse to the Partnership’s assets and indemnification liabilities which could result in losses to

Limited Partners.
• A Limited Partner may be liable for the return of distributions.
• Reserves may expose Limited Partners to losses.
• The General Partner may enter into side letters with certain Limited Partners.

CONFLICTS OF INTEREST

The General Partner and USCGS are affiliated entities. Charles Towle is Co-Managing Partner of the General Partner, the
Division Head and licensed principal of USCGS, and a stockholder of the parent company of the General Partner and
USCGS. Jeffrey Sweeney is Co-Managing Partner of the General Partner and is also Chairman, CEO, and the controlling
stockholder of the parent company of the General Partner and USCGS. Conflicts of interest may arise in connection with
Mr. Towle’s and Mr. Sweeney’s control of both the General Partner and USCGS. The General Partner also manages a
leveraged loan fund that may be a lender to the Fund. Investors should be aware that these conflicts of interest, and a
number of other conflicts of interest relating to the General Partner and its affiliates, are permitted under the terms of the
Fund’s offering documents. You should not invest in the Fund unless you are willing to accept these conflicts of interest
and the associated risk.

US Capital Global uscapglobalsecurities.com
555 Montgomery Street, Suite 1501, San Francisco, CA 94111 Securities offered through
T +1 415 889 1010
F +1 415 358 5665 US Capital Global Securities, LLC,
member FINRA, SIPC.

DISCLOSURES

This presentation does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied
upon in connection with the purchase or sale of any security. Any offer would only be made by means of a formal Confidential
Private Placement Memorandum. No offer or solicitation will be made prior to delivery of a Confidential Private Placement
Memorandum, Agreement of Limited Partnership, and Subscription Agreement (together, the “Offering Documents”).

This presentation does not purport to be all-inclusive or to contain all of the information that the recipient may require and
is qualified in its entirety by reference to the Offering Documents. This presentation is not a part of or supplemental to the
Offering Documents or such definitive documentation. The Offering Documents and any supplements will supersede this
presentation in its entirety. Projections and other forward-looking information as to events that may occur in the future
(including projections of revenue, expense, net income and stock performance) are based on information provided by the
Fund and other publicly available information as of the date of this presentation. There is no guarantee that any of these
estimates or projections will be achieved. The recipient should not rely on any information contained herein. No investment,
divestment or other financial decisions or actions should be based solely on the information in this presentation. Actual
results will vary from any projections in this presentation, and such variations may be material, including the possibility that
an investor may lose some or all of its invested capital.

This presentation is confidential. By acceptance hereof, you agree that (i) the information must not be used, reproduced, or
distributed to others without prior written consent; (ii) you will maintain the confidentiality of all information herein that is
not already in the public domain; and (iii) you will use the information contained herein solely for preliminary informational
purposes.

US Capital Global uscapglobalsecurities.com
555 Montgomery Street, Suite 1501, San Francisco, CA 94111 Securities offered through
T +1 415 889 1010
F +1 415 358 5665 US Capital Global Securities, LLC,
member FINRA, SIPC.

For more information please contact our investor relations team:

Jeffrey Sweeney,
Chairman & CEO
Direct: +1 (805) 886-4687
Office: +1 (415) 889-1010
[email protected]

Pat Steele,
Partner, Asset Management

Direct: +1 (415) 889-1025
Office: +1 (415) 889-1010

[email protected]

Headquartered in San Francisco, US Capital Global Securities has a presence in several
cities across the United States. To meet increased demand for business financing, the
firm recently doubled its office space in the heart of San Francisco’s Financial District.

555 Montgomery Street, Suite 1501
San Francisco CA 94111
United States
Tel: +1 (415 )889-1010

email: [email protected]

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

© US Capital Global Securities, LLC. All rights reserved.

ANNEX



®

ASSET MANAGEMENT REAL ESTATE

Funds Management, Wealth Management, Refinancing, Acquisition Finance,
and Private Client Services Project Finance, Equity & Debt

CORPORATE FINANCE

Debt & Equity Investments, Private Placements,
and Mergers & Acquisitions

US Capital Global T +1 415 889 1010
555 Montgomery Street, Suite 1501 F +1 415 358 5665
San Francisco, CA 94111 uscapglobal.com

INTRODUCING US CAPITAL GLOBAL

The US Capital team offers you unique synergy across Wealth Management with Private Client Services
its expanding spread of financial products and services,
under a single flagship brand with international reach, US At US Capital Global Wealth Management, LLC, we take a
Capital Global. We have provided asset management and personal approach to actively managing client positions
corporate finance services to our clients for over 20 years. in risk-adjusted portfolios. We closely follow many
Our integration of client services across investment banking individual stocks and sectors, and look carefully for
and wealth management enables an overall strategy of opportunity in undervalued assets or potential near-
maintaining consistent balance across asset classes, risk term growth in these liquid public assets.
profiles, and liquidity goals. We can serve you internationally
with relationships in most global financial centers. Debt & Equity Investments, Private Placements, and
Mergers & Acquisitions
The US Capital Global brand includes US Capital Global
Investment Management, US Capital Global Securities, We have extensive expertise in providing debt, equity,
US Capital Global Wealth Management, US Capital Global and M&A for small and lower middle market businesses,
Realty, and our Corporate Finance division. often owned by our clients. US Capital Global Partners,
LLC is a fully licensed commercial lender, and our team,
Investment Management and Funds Management with over 100 years of collective underwriting and
lending experience, has funded and advised on several
US Capital Global Investment Management, LLC offers both billion dollars in loans.
private investors and institutional investors an opportunity
to invest in a variety of funds designed for the different We have an extensive network of high-net-worth
risk tolerances and investment objectives of accredited private investors, institutional investors, and registered
investors. These funds include business credit, equity, investment advisors who make equity investments in
venture capital, and real estate. early and growth- stage companies. We utilize the latest
in securities Reg-Tech to showcase investments on
We are able to set up, manage, and advise private investment our custom digital offering platform. All securities are
funds as the General Partner or investment advisor, to offered by US Capital Global Securities, LLC, member of
manage investor relationships, and with our registered FINRA and SIPC.
broker-dealer affiliate US Capital Global Securities, LLC, to
raise funds for new and mature, demonstrably profitable
strategies.

WHAT WE ARE ABOUT the latest financial regulations and platforms allows
broad-based public advertising and general solicitation
ACCESS TO WEALTH CREATION of investments to qualified investors.

Alternative investments create and preserve wealth. PROFITABLE IMPACT INVESTING
We offer investment advisors, accredited investors,
and institutional investors participation in direct private Offering socially beneficial and economically profitable
placements of debt and equity or investments in investments is part of our company culture. Sustainable
historically successful alternative investment funds. projects, positive impact infrastructure, and job-creating
corporate financing can all do social good while also
TECHNOLOGICAL INNOVATION being profitable for our investors.

Our technological innovation in finance makes smaller
and alternative investments more efficient. Our use of

ASSET MANAGEMENT ®

INVESTMENT & FUNDS MANAGEMENT

US Capital Global Investment Management, LLC was founded by
Jeffrey Sweeney as an alternative asset manager that leverages
his 12-year track-record of successful fund management in debt
and equity. We offer both private investors and institutional
investors an opportunity to invest in a variety of funds designed
for the different risk tolerances and investment objectives
of accredited investors. These funds include business credit,
equity, venture capital, and real estate.

US Capital Global Investment Management, LLC, in conjunction
with our registered broker-dealer affiliate US Capital Global
Securities, LLC, is always willing to consider new fund
management and partnership opportunities in association with seasoned execution teams in alternative strategies. We are
able to set up, manage, and advise private investment funds as the General Partner or investment advisor, to manage investor
relationships, and to raise funds for new and mature, demonstrably profitable strategies.

INVESTMENT OPPORTUNITY INVESTMENT OPPORTUNITY

US Capital / Noble Capital US Capital Business
Texas Real Estate Income Fund, LP Credit Income Fund, LP

LIMITED PARTNERSHIP LIMITED PARTNERSHIP
$250,000,000 $250,000,000

Offering Type Offering Size Preferred Return Minimum Purchase Industry General Partner Fund Name: US Capital Business Credit Income Fund, LP (the “Fund”)
Limited Partner $250,000,000 8.25% Individuals: $250,000 Real Estate USCIM Total Fund Size: $250,000,000
Institutions: $1,000,000 Fund Type: Open-ended private investment fund
Unit Investment Objective: To both preserve principal and achieve consistent attractive
returns by making primarily senior debt investments in small
INVESTMENT OPPORTUNITY General Partner and and lower middle market private and public companies
Investment Adviser: located primarily in the United States
US Capital Global Investment Management, LLC (“USCIM”) Placement Agent:
and Noble Capital Group have created the US Capital / Noble Fund Administrator: US Capital Global Investment Management, LLC
Capital Texas Real Estate Income Fund, LP (the “Fund”). Fund Auditor: US Capital Global Securities, LLC
USCIM affiliate US Capital Global Securities, LLC (“USCGS”) Perennial Fund Services, LLC
will act as the placement agent for the Fund to raise up to Cropper Accountancy Corporation
$250,000,000. The Fund will, directly and indirectly, lend
a high interest, real-estate secured debt strategy and will
invest its capital in the form of loans made to developers
and construction companies operating in Texas. The Fund
will leverage Noble Capital’s existing platform of integrated
real estate companies to originate, and service investment
opportunities.

INVESTMENT & FUNDS MANAGEMENT www.uscapglobal.com
Tel +1 415 889 1010
INVESTMENT OPPORTUNITY
INVESTMENT OPPORTUNITY
USCIM Fund XXII
Provia Labs, LLC NYCQ Fund LP
CONVERTIBLE DEBT TOKENIZED VENTURE FUND
$2,000,000
$10,000,000

Offering Type Offering Size Price Per Unit Minimum Purchase Industry Stage Offering Type Offering Size Price Per Unit Price Per Token Industry Period
Bio-Technology Growth NYCQ Tokens $10,000,000 $50,000 (US) USD $1.00 Blockchain 12 months (US)
Membership Unit $2,000,000 $25,000 1 Unit ($25,000)
(“BioTech”)

INVESTMENT OPPORTUNITY INVESTMENT OPPORTUNITY

US Capital Global Securities (“USCGS”) is offering 80 Membership NYCQ VC is a venture capital fund for the digital age. The NYCQ
Units in USCIM Fund XXII Provia Labs, LLC (“Fund XXII”), a pooled Fund will seek to make equity investments into blockchain
investment vehicle on a “best efforts” basis. Fund XXII will be infrastructure companies and foundational applications for
managed by San Francisco-based asset management firm US blockchain technology. NYCQ VC’s investment partners are
Capital Global Investment Management, LLC (“USCIM” or the venture investors and blockchain thought leaders with past
“Manager”), investing in a senior secured convertible note of successful deal-flow and track records of identifying promising
Provia Labs, Inc. (“Provia” or the “Company”). The Company companies and generating returns. The NYCQ Tokens are
will use the new financing to provide working capital, expand additionally intended to capture value for investors by minimizing
sales and marketing activities, debt retirement and meet other the liquidity discount of private securities investing through the
current and future business needs. The convertible note will
issuance of a transferable security on the blockchain.
carry an 11% annual accrued interest.

New Fund Management Opportunities: Both emerging and seasoned strategy management teams will typically look
for ways to raise capital from friends and family investors. However, there are usually limits to the amount of capital
that can be raised that way. Often the opportunities to grow the strategy are robust, but growth is constrained by either
the distraction of fundraising, the need for third-party due diligence, or the limited investor resources available. High
regulatory standards can also play a role in restricting successful teams from finding sufficient funds for growth.

INVESTMENT OPPORTUNITY INVESTMENT OPPORTUNITY INVESTMENT OPPORTUNITY INVESTMENT OPPORTUNITY INVESTMENT OPPORTUNITY

US Capital / Noble Capital US Capital Residential USCIM Fund XXII USCIM Fund XXXV USCIM Fund XXX
Texas Real Estate Income Fund, LP Real Estate Income Fund, LP Provia Labs, LLC Eventerprise, LLC Device Authority, LLC

LIMITED PARTNERSHIP LIMITED PARTNERSHIP CONVERTIBLE DEBT PREFERRED EQUITY EQUITY RAISE
$250,000,000 INTERESTS $250,000,000 $2,000,000 $5,000,000 $10,000,000

ASSET MANAGEMENT ®

WEALTH MANAGEMENT

We actively manage positions in risk-adjusted stock portfolios. As early adopters and innovators in the now popular quantitative
analytics, we have had remarkable success with many long-term clients designing and managing diversified portfolios.

Our analysts also very closely follow many individual stocks and sectors. We look carefully for opportunity in undervalued
companies or potential near-term growth in these liquid public securities.

We offer personal financial, retirement, and high-level tax planning. Our professionals are very experienced in these
matters and welcome the opportunity to help clients with their long-term financial needs.

Private Client Services

Our private clients often have alternative investments in private debt, equity, real estate, or family businesses. If you are
interested in expanding, refinancing, selling, or acquiring these assets, your wealth advisor can provide easy access to our
investment bankers for advice or to facilitate those transactions.

We have extensive expertise in providing debt, equity, and M&A for small and lower middle market privately held businesses
located in the US or abroad. Our Investment Banking team also has many carefully reviewed alternative investment
opportunities for direct investment into private debt or equity, as well as professionally managed, diversified funds focused
on these types of investments.

Please feel free to contact one of our licensed wealth managers to see if US Capital Global can be of service.

Comprehensive Wealth Management Alternative Investment Opportunities

• Collaborative planning • High quality securitized credit investments
• Socially responsible investments and legacy planning • High quality, proven tactical equity investments
• Plan implementation – stocks, bonds, ETFs, mutual funds, • High quality institutional commercial real-estate

real estate, alternatives investments
• Full-time account oversight and continual account review • Enhanced and steady portfolio returns
• Tax minimization
• Wealth protection

WEALTH MANAGEMENT www.uscapglobal.com
Tel +1 415 889 1010

Focus on Your Returns with Lower Fees

• Institutional share class fund securities with low expense ratios
• Favorable custodial arrangements
• Highly competitive management fees
• Removal of industry “hidden” fees
• US Capital Global Wealth Management receives no

compensation for brokerage trading activity. As an
independent wealth manager, our interests are aligned.

Experienced Management Team Broad and Unique Investment Capabilities

• Industry leaders in the middle market private commercial • Affiliate company US Capital Global Investment

lending market Management specializes in senior securitized lending

• Industry leaders in tactical equity investing and portfolio and special situations equity financing

risk mitigation • Over $4 billion worth of deal flow reviewed each year

• Top-tier institutional experience in equity, option, and • Only the best-of-the-best of the investment

debt investing opportunities are offered to Wealth Management clients

• Industry thought leaders: Barron’s Market Sentiment

Indicator, Win by Not Losing (McGraw Hill), speakers at American

Association of Independent Investors (AAII) national conference.

Jeffrey Sweeney Charles Towle Patrick Steele
Chairman & CEO Managing Partner Partner, Asset Management

All investing is subject to risk, including the possible loss of the money you invest. Diversification does not ensure a profit or protect against a loss.

CORPORATE FINANCE ®

DEBT SOLUTIONS

US Capital Global Partners, LLC is a fully licensed commercial lender, and our team, with over 100 years of collective
underwriting and lending experience, has funded and advised on several billion dollars in loans. Our debt financing amounts
for small-cap and lower middle market companies range from $1,000,000 to over $250,000,000. US Capital Global makes
both direct investments and co-investment from a family of private funds under our direct management.

Unitranche structures

We favor a unitranche type structure with co-investment
from our funds to maximize funding amounts and minimize
cost. We often combine senior and subordinated debt into
one loan for cost savings, convenience of underwriting,
and speed to close.

Growth Capital and Asset-Based Lending

The US Capital Global team has the experience and
resources to leverage business assets and cash flow to
secure maximum funding amounts for working capital
and growth capital. We can provide financing for almost
any company with assets—including inventory, accounts
receivable, purchase orders, machinery and equipment,
commercial real estate, and intellectual property.

Custom Corporate Finance Solutions Loan Types

Cash Flow Loans: Companies with above-average or • Asset-Based Revolving Lines of Credit
exceptional positive cash flows can expect low commercial • Accounts Receivable
rates with affordable and flexible loan structures. • Inventory (Wholesale and Retail)
We provide maximum availability with covenant-light • Purchase Orders
structures and rapid funding. • Asset-Based Term Loans
• Machinery and Equipment
Asset Based Loans: Companies with average or below- • Intellectual Property
average cash flows or credit-worthiness can expect asset- • Commercial Real Estate
based loans with a focus on collateral, rather than credit- • Subordinated Debt/Cash-Flow Term Loans
worthiness, and therefore an attractive alternative to • Cash Flow
traditional bank financing. You can expect competitive • Criticized Assets
pricing, expedited funding, and fewer financial covenants • Debt Private Placements
than bank loans. Often, US Capital Global is able to increase • Debentures/Debt
availability through the discovery of credit enhancers and
ways to mitigate credit risks, ensuring you get optimal and
custom financing for your business.

DEBT PROCESS & TIMELINE www.uscapglobal.com
Tel +1 415 889 1010

Typical Structures for Senior or Subordinated Loans Financing Situations

• Senior Loan Size: $1,000,000 to $250,000,000 • Growth/Hyper-Growth Capital
• Subordinate/Junior Loan Size: $1,000,000 to $50,000,000 • Working Capital
• Company EBITDA: $500,000 Minimum for Subordinate/ • Refinancing
• Dividend Recapitalization
Junior Loans • M&A
• Company Type: Private Companies or Publicly Traded • Bridge Loans
• Location: US and Worldwide • Distressed/Turnaround

Loan Funding Process 25 – 35 Days to Close from Term Sheet Execution

Lending Process

Clients are frequently locked into an inappropriate financial structure. US Capital Global can efficiently examine every
aspect of a business and offer management a choice of the best available pathways to optimal financing. Having both
principal capital and detailed, specialized knowledge of the marketplace allows US Capital Global to create financing
solutions tailored to the specific needs of its clients.

FULHAM CO., INC. PACIFIC CONTOURS SPECULATIVE PRODUCT LESS INSTITUTE VALLEY RESPIRATORY
CORPORATION DESIGN, INC. SERVICES, INC.
$8 MILLION $30 MILLION
UNITRANCHE $10 MILLION $4.5 MILLION FINANCING $8 MILLION
REFINANCING REFINANCING ADVISORY

CORPORATE FINANCE ®

EQUITY SOLUTIONS

US Capital Global has an extensive and broad network of private investors, institutional investors, and investment advisors who
make equity investments from $5,000,000 upwards in early and growth-stage companies. We reach our investor community
in a variety of ways through our targeted equity campaigns. Our personal approach to our close investor relationships is
complemented by very well-attended “road show” events to showcase our investment opportunities. We utilize the latest
in securities Reg-Tech to digitally showcase investments on our custom offering platform, and widely advertise those same
offerings through conventional high-impact PR and marketing, as well as social media. All securities are offered by US Capital
Global Securities, LLC, a member of FINRA and SIPC.

Distribution of Private Placements

Personal Investor Outreach: US Capital Global has strong
relationships within its Wealth Management client base, with
many clients interested in private placements. We screen
investment opportunities and reach out to investors to
present these opportunities to interested parties who are
active. We regularly utilize CUSIP numbers for our investments,
which makes them easily available to investment advisors
nationwide on most of the clearing and custody platforms
and the self-directed retirement custodian sites.

General Advertising: We utilize Reg-Tech for expanded Investor Events and Road Shows: US Capital Global
distribution of our private placement offerings, allowing offers traditional roadshow-type, one-on-one meetings
us to advertise offerings through social media and general and investor meet-up conferences, bringing together pools
press releases. There are tens of thousands of investors of potential investors across the United States, as well as
engaged through our weekly newsletter, which showcases in Europe and Asia. These events showcase a particular
our offerings. offering with lively exchanges between the issuer and
investors, usually in an engaging setting and accompanied
Digital Investment Platform: US Capital Global meets the by entertainment. US Capital Global has tens of thousands
needs of businesses and projects seeking capital (issuers) of investors and investment advisors it communicates with
by offering their securities to investors in the United States weekly regarding its investment opportunities.
and globally on a proprietary FinTech investment platform,
managed by affiliate US Capital Global Securities. Investor Equity Situations
engagement is tracked and reported to our investment
professionals for personal follow-up. Learn more at • Growing a business to the next level
uscgs.com. • Funding an add-on acquisition
• Achieving substantial liquidity
Targeted Investor Campaigns: In addition to our general • Effecting a partial change of ownership
advertising campaigns, we leverage knowledge discovery in • Consolidating multiple ownership interests, such as
databases using our own very large investor database as well
as a number of third-party proprietary investor databases for inactive shareholders
institutional investors and family offices that have previously • Early-stage private and commercial note-holder payoffs
invested in similar offerings. Because we are able to generally • Other growth initiatives
solicit with our offerings, we reach out to potential investors • $5,000,000 to $50,000,000 and more
through phone calls, social media, and email campaigns. We • Common, preferred, or convertible note offerings
track interest and engagement using our marketing analytics. • SPV structures for accommodating many smaller investors

EQUITY PROCESS & TIMELINE www.uscapglobal.com
Tel +1 415 889 1010

Offering Process & Timeline

It can take at least 12 weeks for first closing of initial funds,

It can take at least 12 weektshfoour tghhe pfirrsotccelosssincgainnitpiarlofucnedesd, tfhaosutgehr tohre splroowceesrs cdaenppernocdeiendgfoasnteCr oormsploawneyr daenpdenIndivnegsotnorthse company and investors.

Potential

Due Diligence Engagement Begins Offering Term Sheet Launch Offering First Close

Company signs an Due Diligence Due Diligence Distribution Documents Securities Distribution
Engagement Letter

Jun Jul AWuegek 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12

Step 1: Due Diligence

› Company submits diligence information to US Capital
dataroom

› US Capital provides diligence questions and comments

› US Capital Issues Term Sheet for security offering

Step 2: Preparation of Offering

› Company and US Capital Execute Placement Agreement
and Management Services Agreement

› US Capital drafts Private Placement Memorandum,
Investment Documentation, Investment Summary, and
Digital Platform

› Final Compliance Review/Filling of Exemption Forms

Step 3: General Solicitation and
Marketing of Offering

› US Capital identifies and refines targeted investor list

› Press Release and initial investor outreach

› Offering Road Shows/Webinars/Investor Presentations

› Potential First Close
› Ongoing Investor Outreach, Communication, and

Negotiation

Securities
 offered
 through
 US
 Capital
 Global
 Securities,
 LLC,
 member
 FINRA,
 SIPC.

Private Capital Advisory Services Direct Equity and Bridge Investments

In pursuing growth, small and medium-sized businesses must US Capital Partners makes well-structured equity and
make important decisions relating to their capital structure. bridge investments between $1 million and $50 million
US Capital Global can help these enterprises at all stages from through its own family of private investment funds
start-up to pre-IPO. and vehicles. Managed by private investment and
asset management firm US Capital Global Investment
If a business decides to raise private equity capital, it will need Management, LLC, these funds include a variety of private
to make sure the deal structure is appropriate for its specific equity, venture capital, and business credit funds and
needs, as well as those of its investors. In the early days of customized strategies.
venture capital, entrepreneurs often gave up control of their
company in exchange for their first investment funds. Now Equity investments can be used to meet a variety of
they have many more options, allowing them to create an objectives, including:
optimal share structure for their enterprise. • Growing a business to the next level
• Funding an add-on acquisition
US Capital Global provides its clients with strategic guidance • Achieving substantial liquidity
and tactical advice on capital formation, structure, securities • Effecting a partial change of ownership
valuations, pricing, timing, and terms. The firm offers • Consolidating multiple ownership interests, such as
comprehensive financial advisory services for buy-side and
sell-side engagements and for capital formation, including inactive shareholders
early-stage financings requiring debt or equity. • Early-stage private and commercial note-holder payoffs
• Other growth initiatives


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