Equity Investment Programs




With over $500M USD available from its institutional investors, CLS Capital Holdings, LLC, (CLS) offers its innovative Balance Sheet Enhancement (BSE) Program to qualified companies (subject to terms/conditions). For a fee and common equity, CLS will temporarily transfer funds into a holding account on behalf of the Client, thereby strengthening the Client’s financials to attract investors for its proposed project or venture. The holding account can be added to the Client’s QuickBooks profile and, if need be, certified by its Certified Public Accountant (CPA).

Requirements

  • Client must have a CPA
  • Client must have a law firm experienced in securities offerings
  • Minimum BSE: $10 million
  • Term: 12-months (minimum)
  • Cost: To Be Determined

Items needed to proceed:

    • Name of client
    • EIN
    • Contact person/title
    • Address
    • Telephone
    • Email
    • Corporate Profile
    • Know Your Customer form (KYC)
    • POF of CLS Facilitation Fee: TBD based on size of the transaction
    • Preferred & Common Equity participation proposal

PROGRAM OVERVIEW
By way of a preferred equity, CLS will transfer funds to the Client’s account at a thirdparty financial institution. Based on this action, the funds will appear on the Client’s balance sheet as cash/equity vs. cash/liability, thus enhancing the Client’s balance sheet.

Client must file the appropriate filings with the Securities & Exchange Commission (www.SEC.gov) under a full registration exemption. CLS recommends Form D-Regulation D Rule 506. This ensures that all parties are in full compliance with US Securities Laws. The Client is also required to submit its .JPEG logo and a brief one-two paragraph summary/statement regarding the “investment” with an amount congruent with the SEC filing. The BSE is renewable on an annual basis.

PROCEDURES

  1. The Client requests the desired Balance Sheet Enhancement (BSE) amount.
  2. Client proposes equity participation as a percentage of the BSE.
  3. The Client submits the required Documentation.
  4. CLS issues the Client an invoice for its one-time non-refundable BSE Facilitation Fee.
  5. The Client pays the BSE Facilitation Fee to CLS.
  6. CLS opens a Deposit Account it at a third-party asset management financial institution into which it transfers the requested amount of the BSE sought by the Client.
  7. CLS will provide login credentials (username & temporary password) for the Client to confirm deposit.
  8. Client remits payment for BSE Facilitation Fee.
  9. If the Client fails to timely remit the BSE Facilitation Fee, the Transaction is terminated. Consideration for the BSE Facilitation Fee may be a combination of cash and promissory note.
  10. Client will submit logo and one-paragraph overview of the transaction for a tombstone/press release.
  11. Within 15-days, Client must file the appropriate preferred equity participation filings equal to the BSE with www.SEC.gov.

BSE is completed.

Be advised, that the BSE account can be integrated into third party platforms such as Intuit (QuickBooks) as a means of third-party verification for auditing and accounting purposes. The asset management firm online banking platform are currently engineering its platform with Yodlee, Plaid, and Finicity.

For more information, please contact us at info@clslending.net.

CLS FINANCIAL GUARANTY PROGRAM

CLS CAPITAL GROUP, LLC, (CLS) has a program offering qualified clients a cashbacked Financial Guaranty (FG) and financing for terms of up to 5-years.

BRIEF OVERVIEW:
The Client has a Project that requires a capital infusion. Through a Preferred Equity Agreement, CLS will make an Investment into the Client which can be used as a Financial Guaranty to secure a private placement debt offering. The Client sells its corporate notes to investors, thereby raising the needed capital for its Project. Normally, a corporate bond offering will be oversubscribed, thus raising capital in excess of the cash backing the FG. Should there be a failure, the funds backing the FG will be used to repurchase the failed corporate bonds from participating investors. This structure and outcome are subject to the risk management analyses, terms, and conditions

CLIENT REQUIREMENTS:

  • Risk Management Assessment of the Project
  • Corporate Guaranty: Yes
  • Personal Guaranty: To Be Determined
  • Pledged Assets Requirements: To Be Determined
  • Participating Third-Party Commercial Lender
  • Detailed Use of Proceeds
  • Provision of Certified Financial Statements at the appropriate time

TERMS:

  • Range: $/€10 million to $/€500 million.
  • For requests over $/€500 million, please contact us.
  • Term: FGs are issued for 15, 39, or 63 months.
  • Non-Refundable Allocation fee: 2.00%
  • Annual Participation Fee: Yes, 3-5% (15 mos.), 2.5-4.5% (39 mos.), and 2-4% (63 mos.), based upon risk analysis.
  • Preferred Equity Participation: Yes, up to 11%
  • Common Equity Participation: Yes, TBD, non-diluted

INTAKE DOCUMENTATION REQUIRED:

  • Name, Address, Telephone, and Email of the Client
  • Contact Person(s) & Title(s)
  • Name, Address, Telephone, and Email of Contact Person(s), Attorney(s) and CPA(s)
  • Articles of Incorporation/Organization and Certificate of Good Standing from the Secretary of State of the Organizing Jurisdiction
  • EIN, Tax ID, Registration, or VAT Number
  • Standard “Know Your Customer” (KYC) Documentation of the Client
  • Executive Summary/Business Plan Materials Acknowledged by the Client
  • Project Overview Materials Acknowledged by the Client
  • Private Placement Offering Materials Acknowledged by the Client
  • Client Valuation (if available)

PROCEDURES:

Phase I: Intake

      • 1. The Borrower requests the desired amount of financial guarantee (FG)
        2. The Borrower submits the required Intake Documentation.
        3. CLS issues the Borrower an invoice for its one-time non-refundable Administrative & Allocation Fee.
        4. CLS opens a Deposit Account it at a third-party financial institution into which it transfers the Requested Amount of FG sought by the Borrower.
        5. CLS will provide login credentials (username & temporary password) for the Borrower to confirm deposit.
        6. The Borrower remits the Administrative & Allocation Fee to CLS.
        7. If the Borrower fails to timely remit the Administrative & Allocation Fee, the transaction is terminated.

i. Consideration for the Administrative & Allocation Fee may be a combination of cash and promissory note.

    • 8. The Borrower issues and delivers to CLS a Preferred Equity Participation Agreement for the FG Amount. Term of this agreement will equal to desired FG term.

Phase I is completed.

Phase II: Risk Assessment

    • 1. CLS refers the Borrower and its Project for third-party KYC compliance and full risk management assessment.
      2. The Borrower instructs its securities attorneys to prepare a simple preferred equity offering for participation equal to the desired cash guarantee and containing the Preferred Equity Terms and Conditions.
      3. The Borrower may be instructed to engage its securities attorneys to prepare a simple non-diluted common equity offering containing the Common Equity Terms and Conditions.
      4. If the Borrower and/or its Project do not pass third-party risk assessment, the Transaction is terminated.

Phase II is completed.

Phase III: Execution

    • 1. The Borrower executes and delivers to CLS the Common Equity Participation or Profit Participation Agreement (TO BE NEGOTIATED).
      2. The Borrower must file any securities offerings with the SEC.
      3. The Borrower’s chosen third-party commercial lender performs risk management analysis of the Borrower and its Project.
      4. CLS, the Lender, and the Borrower collectively negotiate terms and conditions of the Loan.
      5. The Borrower must include the payment of the Note as part of the loan proceeds.
      6. Lender issues loan commitment.
      7. The Borrower issues a press release announcing the Investment.
      8. The Borrower implements its business plan.
      9. The Borrower remits Administrative & Allocation Fee payments to CLS.

Within 90-days prior to loan term the Client must present to CLS the repayment options for the Loan. If the Client needs to refinance with the Lender, and collateral is still needed, this request must be made in writing to CLS within 60-days prior to Loan term. In the unlikely event of a default, it must be agreed that the participating lender transfer ownership of the debt obligation to CLS in exchange for the liquidation of the Collateral.

For more information on how your company can qualify for CLS’s Financial Guaranty Program, please contact us at info@CLSLending.net or (419) 314-9554.

CLS LOAN COLLATERAL PROGRAM

CLS CAPITAL HOLDINGS, LLC, (CLS) in partnership with our investors and asset management firm, has a program that can provide cash collateral for debt financing to qualified businesses. We call this our 2023 Loan Collateral (“LC”) program.

BRIEF OVERVIEW:
The Borrower has a Project that requires funding. Through a preferred equity participation agreement, CLS will make an investment into the borrowing entity. In exchange, CLS, or assigns, will also receive an annual fee and common equity in the borrowing entity. This structure and outcome are subject to the risk management analyses, terms, and conditions of CLS and the Lender. CLS will instruct its asset management firm to open a trust holding account with the asset management firm, (“Account”), and deposit cash (“Collateral”) into the Account. If the Borrower passes third-party risk assessment, CLS will authorize the Collateral to be used by the Borrower as collateral to a Lender to perfect its interest for an asset-based loan. Borrower will then pledge company assets to CLS, or assigns, in exchange for utilization of the Collateral. Collateral must remain in the trust account with CLS’s asset management firm-–no exceptions! Client will execute standard promissory note, security agreement, and deposit account control agreement (DACA) with the Lender. The Borrower will then have the needed capital for its Project.

BORROWER REQUIREMENTS (at Borrower’s Expense):

  • Full Risk Management Assessment of the Project
  • Personal Guarantee by Executives: To Be Determined
  • Pledged Company Assets to CLS: Yes
  • Participating Third-Party Lender
  • Detailed Use of Proceeds
  • Provision of Certified Financial Statements
  • Pre/Post Money Valuation of Borrowing Entity
  • Borrower must have liquid assets under management (AUM) with the asset management firm equal to 3% of the requested collateral, not to exceed $5 million.
    • These assets will be part of the requirement of pledge company assets to CLS, or assigns.

TERMS:

  • Range: $/€10 million to $/€100 million
  • For requests over $/€100 million, please Contact Us (info@clslending.net).
  • Term: 15, 39, or 63 months (renewable subject to refinance terms/conditions)
  • Non-Refundable Allocation Fee: Yes (See Fee Schedule below)
  • Annual Fee to CLS: Yes
  • Preferred Equity Participation: Yes (as justification for the transfer of Collateral)
  • Common Equity Participation: Yes; not to exceed 9.99%
  • Profit Participation: To Be Determined
  • Collateral must remain in the custody of CLS’s asset management firm.
  • Loan must be interest only with balloon payment at end of Term.
    • Borrower must demonstrate a solid exit strategy for the balloon payment.
  • Borrower must deduct total interest, CLS annual fees, etc. from gross loan proceeds. It is recommended that the Borrower finance the interest, annual fees, etc. due to underlying collateral is cash/cash equivalents. See Spreadsheet for estimated calculations.

INTAKE DOCUMENTATION REQUIRED:

  • Name, Address, Telephone, and Email of the Borrower
  • Contact Person(s) & Title(s)
  • Name, Address, Telephone, and Email of Contact Person(s), Attorney(s) and CPA(s)
  • Articles of Incorporation/Organization and Certificate of Good Standing from the Secretary of State of the Organizing Jurisdiction
  • EIN, Tax ID, Registration, or VAT Number
  • Standard “Know Your Customer” (KYC) Documentation from the Borrower
  • Executive Summary/Business Plan Materials Acknowledged by the Borrower
  • Project Overview Materials Acknowledged by the Borrower
  • Borrower Valuation (if available)

PROCEDURES:
Phase I: Intake & Allocation of Collateral

    1. The Borrower requests the desired amount Collateral.
    2. The Borrower submits the required Intake Documentation
      1. Know Your Customer (KYC)
      2. Proof of Funds for Administrative & Allocation Fee
      3. Executive Summary/Business Plan/Private Placement Offering
    3. At Borrowers request, CLS will open an account in the name of the Borrower (CLS Account) and transfers the requested loan collateral amount to the Borrower’s CLS Account.
      1. CLS issues an invoice for the one-time non-refundable Administrative & Allocation Fee.
    4. CLS will provide login credentials (username & temporary password) for the Borrower to confirm deposit.
    5. The Borrower will then pay the Administrative & Allocation Fee to CLS.
      1. If the Borrower fails to remit the Administrative & Allocation Fee by the due date, the transaction will be terminated.
    6. The Borrower shall instruct its (securities) attorney to prepare a simple preferred equity participation agreement for participation equal to the desired collateral. This agreement should contain Terms and Conditions of the preferred equity participation.
    7. The Borrower will also instruct its (securities) attorney to prepare a common equity participation agreement containing the common equity terms and conditions. Common equity shall be vested upon closing of the Loan where the Collateral secures said loan.

Phase I is completed

Phase II: Participation & Risk Management

    1. The Borrower executes and delivers to CLS the Preferred Equity Participation Agreement for the Collateral amount.
    2. The Borrower must file any applicable securities offerings with the SEC.
    3. It is recommended that the Borrower issue a press release for the participation of the preferred equity and raising capital that will be used for Collateral. Savvy investors will search for notices required by SEC for compliance purposes.
    4. CLS, or assigns, will perform risk management analysis of the Borrower and its Project.
      1. CLS, or assigns, will provide risk management/due diligence checklist.
    5. CLS and the Borrower collectively negotiate terms and conditions of the participation.
    6. Borrower pledges company assets to CLS under applicable UCC structure.

Phase II is completed

Phase II: Loan Closing

  1. Lender issues loan commitment.
  2. Borrower executes promissory note, security agreements, and DACA with Lender.
    1. CLS’s asset management firm will be required to execute the DACA.
  3. Loan Closes.
  4. It is recommended that the Borrower issue a press release announcing the Loan closing.
  5. The Borrower implements its business plan.

Within 90-days prior to loan term the Borrower must present to CLS the repayment options for the Loan. If the Borrower needs to refinance with the Lender, and guarantee is still needed, this request must be made in writing to CLS within 60-days prior to Loan term. In the unlikely event of a default, it must be agreed that the participating lender transfer ownership of the debt obligation to CLS in exchange for the liquidation of the Guarantee.

For more information on CLS’s Loan Guarantee Program, please contact us at info@CLSLending.net or (419) 314-9554.

CLS MANAGED BUY-SELL PLATFORM

CLS Capital Group LLC (CLS), in partnership with a asset management firm has developed many financial services products. Customers who have at least $5.0 million under management with the Firm can be issued a $100 million line of credit for approved managed buy-sell projects such as include Commodities, MTNs, SBLCs, BTC, Fuel and Real Estate, etc.

Requirements

  • $5.00 million USD minimum deposit. Deposit shall be held in a depository trust account (DTA) for a minimum term of 15-months.
  • For every 5% held in DTA, Firm will issue up to $100m USD credit line.
  • All parties must open trust holding accounts on Firm’s Integrated banking platform (buyer & seller).
  • No upfront cost.
  • All transactions must settle on the Firm’s banking platform. Upon settlement, parties can wire funds to outside accounts.
  • Firm’s Profit participation: Twenty Percent (20.00%).

If interested, please send Know Your Customer form (KYC), proof of funds (POF), and project summary.

FOR MORE INFORMATION, PLEASE CONTACT US AT: info@clslending.net