Convertible & structured financing

Capital for public companies the banks won’t underwrite.

Silvercrest Hybrid Capital provides convertible notes, amortizing notes, convertible preferred, and senior secured installment financing to SEC-reporting companies listed on Nasdaq or quoted on OTC markets. We decide as principals, document every deal with experienced securities counsel, and fund from our own balance sheet.

Submit a company → Explore the instruments

MarketsNasdaq · OTCQX · OTCQB · Pink
Commitment$50K – $1M
CapitalOur own balance sheet
DecisionsMade by principals

§ 01

Four instruments, sized to the issuer

We structure around where a company actually is: its cash flow, its authorized share headroom, and the creditors already in its stack.

Instrument ADebt

Convertible promissory notes

Working capital repayable in cash, or convertible after the Rule 144 holding period.

Note terms and lifecycle → Instrument BEquity

Convertible preferred stock

Equity-side capital under a filed Certificate of Designation, with no debt added to the balance sheet.

Redemption schedule → Instrument CSecured

Senior secured installment loans

Larger commitments repaid weekly, backed by a first lien and a full credit-support package.

Repayment profile → Instrument DAmortizing

Amortizing notes

Principal repaid in scheduled monthly installments, so the balance falls from the first payment.

Payment schedule →

The capital stack

We know where we sit, and where everyone else does

Every financing starts with a map of the issuer’s existing obligations: who is secured, who converts first, and whose most-favored-nation rights would reprice the deal.

Our four instruments sit across three different layers. That lets us offer the structure that fits the company’s situation instead of forcing one product onto every balance sheet.

How we underwrite →

Priority of claimsExhibit A

Outlined layers are where Silvercrest instruments sit. Actual priority depends on each issuer’s documents and any intercreditor terms.

§ 02

From introduction to funding

One team reviews, prices and approves. There is no investment committee to wait on.

01
Introduction
The company or its advisor sends the ticker, the amount sought and the use of proceeds.
02
Filing review
We read the EDGAR record directly: periodic reports, 8-Ks, share count and existing notes.
03
Term sheet
Indicative terms covering size, discount, conversion mechanics and repayment.
04
Documentation
Purchase agreement, note or designation, board consent and transfer agent letter.
05
Funding
Wire per the signed disbursement authorization once the reserve is confirmed.

See the math

How a conversion is priced, step by step

Move the discount and the lookback window and watch the conversion price, the share count and the ownership cap respond. It’s the same arithmetic in every note we write.

Open the conversion calculator →

i.Lowest closing bid over the lookback window
ii.Contractual discount applied to that price
iii.Shares issued, checked against the 4.99% cap

Silvercrest / § 01 Instruments

Four instruments, one discipline

Each structure answers a different question: how much cash flow the company has, how much share headroom it has, and how much debt its balance sheet can carry.

Instrument A

Convertible promissory notes

Our most common structure. The company receives working capital net of an original issue discount and a modest legal fee, and repays at maturity or earlier.

If the note is still outstanding once the Rule 144 holding period has run, we may convert at a discount to market. Early payoff is priced on a schedule that rises over time, so companies that repay quickly pay least.

Fixed coupon with OIDDiscount netted from proceeds at closing
4.99% beneficial ownership blockerNo single conversion takes us above the cap
Share reserve held at the transfer agentIrrevocable instruction letter signed at closing

Note lifecycleExhibit B · Illustrative

Timing, tiers and holding period depend on the note and the issuer’s reporting status.

Company redemption priceExhibit C · Illustrative

Redemption price, % of stated value

The company may redeem at a rising premium until conversion opens. Hover the steps for details.

Instrument B

Convertible preferred stock

For issuers that would rather not add debt, we purchase a series of convertible preferred at a discount to its stated value. Terms live in a Certificate of Designation filed with the company’s state of incorporation.

The company keeps the right to redeem for cash on a graduated schedule. If it doesn’t, the preferred becomes convertible after a seasoning period, subject to the same 4.99% blocker as our notes.

Stated value with cumulative dividendHigher dividend rate applies only on default
Graduated redemption rightsPremium rises in fixed tiers
No maturity dateNothing new on the debt side of the balance sheet

Instrument C

Senior secured installment loans

Our largest commitments go to issuers with real revenue. The loan carries a fixed repayment amount paid in equal weekly installments, so the balance falls from the first week.

Security includes a first-priority lien, subsidiary guarantees and lender direction of receivables. Conversion exists as a remedy, not as the plan, and early payoff is rewarded with a discount.

First lien and guaranteesCorporate and, where appropriate, personal
Lockbox and account controlReceivables directed to an agreed account
Early payoff discountReduced payoff amount in the opening weeks

Outstanding balance by weekExhibit D · Illustrative

Balance after each weekly paymentEarly payoff discount window

Example: $500,000 funded, $675,000 repaid over 40 weeks at $16,875 per week.

Balance by monthExhibit D2 · Illustrative

Principal outstanding after each monthly installment

Example: $300,000 note repaid in 12 monthly installments of $25,000.

Instrument D

Amortizing notes

For companies that would rather pay down principal on a schedule than face a single maturity. The note is repaid in fixed monthly installments, so the balance declines steadily and the company always knows what is due.

Installments are paid in cash. Conversion rights stay in the note, after the holding period, as a backstop rather than the expected outcome.

Fixed monthly installmentsPrincipal and interest on a set calendar
No single balloon paymentThe balance falls with every installment
Early payoff permittedRemaining balance can be prepaid on agreed terms

Next · § 02How conversion is priced→

Silvercrest / § 02 Conversion

The arithmetic of a conversion

No black box. A conversion notice follows a formula written into the note: a lookback window, a discount, and an ownership cap. Try it below.

Conversion calculatorExhibit E · Illustrative price history

Amount converted$25,000

Discount to market35%

Lookback window10 days

Shares outstanding400M

Price history is simulated for illustration. Actual notes define the price source, the metric (for example, closing bid) and the window.

Closing bidLookback windowConversion price

Lowest in window—

Conversion price—

Shares issued—

Ownership after—

§ 02.1

Four terms that set every conversion

i

Price source

The note names the market and the reporting service used for prices, so there is no dispute later about which number counts.

ii

Lookback

The lowest qualifying price over a fixed number of trading days before the conversion date.

iii

Discount

A contractual percentage off that price, compensating for restricted stock and the holding period.

iv

Blocker

A 4.99% beneficial ownership cap. Larger positions convert in tranches over time.

Next · § 03How we underwrite→

Silvercrest / § 03 Approach

Primary sources, plain answers

We read the filings ourselves, map the whole capital structure, and tell you quickly whether a financing works.

§ 03.1

What we look for

If your company meets most of these, we can usually tell you whether it’s a fit within a few business days of receiving the materials.

Criterion	Our standard	Why it matters
Reporting status	Files with the SEC and is current on 10-K and 10-Q obligations	Current filing status is a condition of Rule 144 resale under 144(c).
Market	Listed on Nasdaq, or quoted on OTCQX, OTCQB or Pink, with an established trading history	Conversion pricing references actual market data over a lookback period.
Exchange rules	For Nasdaq issuers, structures sized within the exchange’s shareholder-approval limits	Nasdaq caps discounted issuances near 20% of outstanding shares without a shareholder vote.
Share structure	Enough authorized but unissued shares to support a full reserve	Transfer agents will not honor conversions against an exhausted authorization.
Revenue	Operating revenue preferred; pre-revenue considered case by case	Cash flow determines whether a note can be repaid rather than converted.
Existing creditors	A capital stack we can read clearly, with no undisclosed senior liens	Seniority and most-favored-nation rights decide who gets paid first.
Litigation & regulatory	No unresolved matters that threaten the operating business	Pending claims can consume the cash and assets that support repayment.

§ 03.2

How we underwrite

We read the primary filings ourselves, and we price for the whole capital structure, not just the term sheet in front of us.

Underwriting standard

EDGAR
Filing integrityStatus verified against the SEC’s own record, never a data aggregator.
R.144
Resale eligibilityHolding period, current-information and former-shell analysis for each position.
STACK
Creditor mapEvery outstanding convertible, its seniority, its MFN rights and its conversion date.
T/A
Transfer agent readinessReserve size, authorization headroom and irrevocable instructions confirmed before funding.
LIT
Litigation screenFederal and state dockets reviewed for claims against the issuer and its officers.

The closing set

Six documents, reviewed line by line

Every financing closes on a standard set of documents prepared with securities counsel. We check wire instructions, schedules and cross-references before anyone signs.

Securities purchase agreementRepresentations, covenants and MFN terms
Note or Certificate of DesignationEconomics, conversion mechanics and defaults
Board resolutionAuthorizes the issuance and the share reserve
Transfer agent instruction letterIrrevocable reserve and conversion procedure
Officer’s certificateConfirms authority and accuracy of representations
Disbursement authorizationWhere every dollar of proceeds goes

§ 03.3

From introduction to funding

01
Introduction
The company or its advisor sends the ticker, the amount sought and the use of proceeds.
02
Filing review
We read the EDGAR record directly: periodic reports, 8-Ks, share count and existing notes.
03
Term sheet
Indicative terms covering size, discount, conversion mechanics and repayment.
04
Documentation
The six closing documents above, prepared with counsel and checked line by line.
05
Funding
Wire per the signed disbursement authorization once the reserve is confirmed.

Next · § 04The firm and its principals→

Silvercrest / § 04 The Firm

Principal capital, principal decisions

Silvercrest Hybrid Capital LLC is a Nevada limited liability company managed from New York. It invests its own capital in SEC-reporting companies.

§ 04.1

Management

Daniel Rosenblatt

Managing Director, Portfolio

Daniel leads Silvercrest’s portfolio and capital markets execution. He oversees every position from funding through final repayment or exit, and works directly on the structuring and approval of new financings.

He is the firm’s senior relationship with issuers’ management teams, transfer agents and counsel, and he directs conversion strategy across the portfolio, from pricing and timing to Rule 144 eligibility and share reserves.

Portfolio oversightEvery position, from funding to exit
New financingsStructuring and approval
Conversion strategyPricing, timing and execution
Issuer relationshipsManagement teams, transfer agents and counsel
Risk monitoringSEC filings, covenants and Rule 144 eligibility

§ 04.2

How we operate

Four commitments we make to every company we finance.

01

Straight answers

A clear yes or no on fit after we review the filings. No months-long diligence loops.

02

Readable paper

Documents prepared with securities counsel and checked line by line before signing.

03

Our own capital

We fund from our balance sheet, so the people you negotiate with are the people who wire.

04

Repeat partners

Issuers that perform get follow-on capacity on terms that reflect the history.

Where we invest

Nasdaq-listed and OTC-quoted companies

We finance smaller public companies that report to the SEC, from Nasdaq-listed issuers to those quoted on OTCQX, OTCQB and Pink. Most institutional lenders overlook this part of the market.

Reporting status is the line we hold. It is what makes the filings readable, the stock resaleable under Rule 144, and the financing defensible.

Our market, by tierExhibit F

Next · § 05Working with intermediaries→

Silvercrest / § 05 Intermediaries

For brokers, advisors and placement agents

Bring us SEC-reporting issuers. You get a fast read on fit, a direct line to the people who decide, and a protected relationship with your client.

How a referred deal movesExhibit G

Referral compensation, where permitted, is disclosed in the closing documents.

The arrangement

A direct line to the people who decide

There is no analyst queue between your introduction and a decision. The principals read the filings and respond to you directly.

We copy you on the term sheet, keep you informed through closing, and come back to you first when your client needs follow-on capital.

§ 05.1

What to send with an introduction

The more of this we have up front, the faster we can give you an answer.

Ticker and legal name
We pull the EDGAR record ourselves.
Amount and use of proceeds
Growth, inventory, bridge or refinancing.
Existing convertible notes
Holders, balances and conversion dates.
Current share structure
Authorized, outstanding and reserved.
Recent financials
Most recent quarter if not yet filed.
Transfer agent
Name and contact.

Ready when you are

Have a company in mind?

Send the basics through the submission page, email info@silvercresthybrid.com, or call (800) 476-7645.

Submit a company →

i.A clear answer on fit after review of the filings
ii.Referral fees disclosed in the closing documents
iii.Repeat capacity for issuers that perform

Silvercrest / § 06 Submit

Submit a company

Send the basics. If the filings support a financing, we will follow up with indicative terms.

Phone

(800) 476-7645

Email

info@silvercresthybrid.com

Office

New York, New York

Entity

Silvercrest Hybrid Capital LLC
A Nevada limited liability company

What to include with an introduction →

Company name

Ticker

Amount sought (USD)

Preferred structure

Your name

You are

Email

Phone (optional)

Use of proceeds and anything we should know (optional)

Your submission is ready

Send it to us by email at info@silvercresthybrid.com, or call (800) 476-7645.

Open in email →

Capital for public companies the banks won’t underwrite.

Four instruments, sized to the issuer

Convertible promissory notes

Convertible preferred stock

Senior secured installment loans

Amortizing notes

We know where we sit, and where everyone else does

From introduction to funding

Introduction

Filing review

Term sheet

Documentation

Funding

How a conversion is priced, step by step

Four instruments, one discipline

Convertible promissory notes

Convertible preferred stock

Senior secured installment loans

Amortizing notes

The arithmetic of a conversion

Four terms that set every conversion

Price source

Lookback

Discount

Blocker

Primary sources, plain answers

What we look for

How we underwrite

Six documents, reviewed line by line

From introduction to funding

Introduction

Filing review

Term sheet

Documentation

Funding

Principal capital, principal decisions

Management

Daniel Rosenblatt

How we operate

Straight answers

Readable paper

Our own capital

Repeat partners

Nasdaq-listed and OTC-quoted companies

For brokers, advisors and placement agents

A direct line to the people who decide

What to send with an introduction

Have a company in mind?

Submit a company

Your submission is ready