Ron Meiri
Managing Member
Ron leads origination, structuring and approvals. He has spent six years as a direct funder underwriting and financing small and mid-sized businesses out of New York.
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.
- 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 BEquityConvertible preferred stock
Equity-side capital under a filed Certificate of Designation, with no debt added to the balance sheet.
Redemption schedule → Instrument CSecuredSenior secured installment loans
Larger commitments repaid weekly, backed by a first lien and a full credit-support package.
Repayment profile → Instrument DAmortizingAmortizing 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.
- 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
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
Lookback window
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.
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
- EDGARFiling integrityStatus verified against the SEC’s own record, never a data aggregator.
- R.144Resale eligibilityHolding period, current-information and former-shell analysis for each position.
- STACKCreditor mapEvery outstanding convertible, its seniority, its MFN rights and its conversion date.
- T/ATransfer agent readinessReserve size, authorization headroom and irrevocable instructions confirmed before funding.
- LITLitigation 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.
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
Principals
Daniel Rosenblatt
Co-Manager
Daniel oversees portfolio operations, including conversion pricing, transfer agent coordination and position monitoring.
§ 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
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.
- 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
Office
New York, New York
Entity
Silvercrest Hybrid Capital LLC
A Nevada limited liability company
A Nevada limited liability company