Crowd Out Capital Platform LLC, a Delaware limited liability company (the Company, or we, us, our, or words to similar effect), is making a private offering to sell strictly to individuals and entities qualifying as accredited investors a class of special limited obligations of the Company referred to as Platform Notes (or Notes) issued by us. Payments by the Company with respect to its obligations under each Note will be entirely dependent upon payments that the Company receives on one or more specific underlying borrower loans (sometimes referred to as Underlying Loans).
The Company will issue Notes through its online platform on an ongoing basis. Each Note will correspond to an Underlying Loan that is made by the Company’s parent, CrowdOut Capital LLC (CrowdOut), or a third party institutional investor or bank (a Lender). In the event that the Underlying Loan is funded by CrowdOut, the Company will purchase (a Loan Purchase) the loan documentation with respect to such Underlying Loan (the Underlying Loan Documents) from CrowdOut. If the Underlying Loan is funded by a Lender, the Company will purchase a participation right from the Lender representing the right to receive a portion of the principal and interest payments, and potentially other rights, with respect to the Underlying Loan (a Participation Purchase). CrowdOut intends that each Underlying Loan will be secured by the assets of the underlying borrower (the Underlying Loan Collateral) and that each Loan Purchase will be secured by a right to receive proceeds from the Underlying Loan. The Platform Notes, however, are unsecured obligations of the Company. Below is a graphical illustration of the process:
Notes may be offered with a disclosure supplement (which will be posted on this website (the Platform)) with information about the applicable Notes and the Underlying Loan for that Note, which we refer to as a Note Offering. Each Note Offering provides information about the Notes offered for sale and the Underlying Loan corresponding to such Note Offering, as well as other applicable or relevant information relating to the Notes then being offered for sale on the Platform.
CROWDOUT OFFERINGS ARE HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. THE NOTES ARE UNSECURED, LIMITED OBLIGATIONS OF THE COMPANY AND HAVE NOT BEEN APPROVED OR DISAPPROVED BY, AND THEY WILL NOT BE INSURED BY, ANY GOVERNMENTAL AGENCY. INVESTING IN THE NOTES SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE CAREFULLY REVIEW THE RISK FACTORS SET FORTH IN THE SECTION ENTITLED “RISK FACTORS AND CERTAIN CONFLICTS OF INTEREST” IN THE PRIVATE PLACEMENT MEMORANDUM.