Rated Note Programs (Reg D / 144A) for Specialty Finance Issuers — $50M+ Facilities, 60–120 Day Timeline
Rated Note Programs (Reg D / Rule 144A) For Specialty Finance Issuers
Specialty finance platforms that originate consumer loans, SMB receivables, equipment contracts, revenue-based finance, or Commercial Real Estate bridge loans can replace episodic bilateral capacity with a repeatable, investor-grade note program. The path is straightforward: clean data, credible governance, independent control functions, and an offering calibrated to qualified buyers.
Eligible Issuers
Consumer, SMB, Equipment, RBF, CRE Bridge
Post-revenue with established servicing.Investor Base
Private Credit & Insurance
QIBs (144A) and accrediteds (Reg D).Key Deliverables
Data-Tape QA • Rating Pack • Trustee/Backup
Plus placement to allocations and close.Control Features
Eligibility, OC, Triggers
Waterfall and covenants tailored to pool stats.Reporting
Static & Dynamic Pools
Vintage curves, strat tables, loss/roll tracking.Minimums
$50,000,000+ Facility
Aggregation possible; pricing may widen.Fees
$75K Retainer • 2.0–2.5% Success
Success payable at funding.Timeline
60–120 Days
Assumes complete data and timely turns.RFP-driven selection with fee schedules, advance mechanics, and clear handover protocols.
Preference for servicers with SOC 1 Type II/ISAE 3402 reports; borrower audit trails and access logs.
NDA, clean-room data rooms, least-privilege access, and redline discipline across the document suite.
Full UBO verification and sanctions screening prior to engagement and investor outreach.
Why A Rated Private Note Program
| Current Constraint | Program Advantage |
|---|---|
| Small, bilateral lines with renewal risk and pricing creep. | Larger program size, diversified buyers, and term certainty. |
| One lender pause stalls originations. | Access to private credit funds and insurers across cycles. |
| Cost of funds above pool performance. | External rating plus disciplined data lowers spread volatility. |
Scope Of Work
| Deliverable | Detail |
|---|---|
| Data-Tape QA | Field definitions, static/dynamic cohorts, loss and roll curves, expected loss/OC logic, eligibility screens, exception reporting. |
| Rating Agency Pack | Collateral memo, strat tables, model and stress cases, servicing and control write-ups, coordination of Q&A and site work. |
| Trustee & Backup Servicer | RFP, diligence, fee and trigger schedule, advance and sweep mechanics, tested handover plan. |
| Placement | Targeted distribution to private credit funds, insurers, and structured buyers; soft-circles, allocations, and funding. |
Program Architecture
- Issuer/SPV: bankruptcy-remote vehicle with collateral trust.
- Collateral: receivables/loans meeting eligibility and concentration limits.
- Waterfall: fees → interest → principal/OC targets → residual; tests for delinquency, charge-off, and OC.
- Triggers: performance and servicing triggers that redirect cash to protect seniors.
- Documentation: purchase agreement, indenture, servicing, trust, reps and warranties, backup servicing.
- Offering Format: Reg D (506(c)) to accredited investors or Rule 144A to QIBs; ratings where required by buyers.
Illustrative Timeline (60–120 Days)
| Week | Milestone |
|---|---|
| Weeks 1–2 | Data-tape QA, scope confirmation, investor grid, trustee/backup servicer RFPs issued. |
| Weeks 3–6 | Rating pack build, model and stress cases, draft terms, eligibility and OC test design. |
| Weeks 7–10 | Agency feedback, document suite, soft-circles, trustee/backup award and onboarding. |
| Weeks 11–16 | Allocations, signing, funding. |
Readiness Checklist
- Loan-level: origination date, APR/fees, term, balance, credit score/grade, secured/unsecured, geography, sector.
- Performance: status, days past due, charge-offs/cures, roll rates, recoveries, seasoning, restructures/forbearance flags.
- Static pools: vintage loss/PD/LGD curves by month and segment; alignment with servicing definitions.
- Servicing SOPs: payment methods, collections workflows, QA, exception handling, audit logging.
- Governance: UBO/KYC, compliance policies, financial statements, cybersecurity and access controls.
Fees, Minimums, And Terms
| Item | Terms | Notes |
|---|---|---|
| Minimum Facility | $50,000,000+ | Aggregation of smaller pools is workable; pricing may adjust. |
| Retainer | $75,000 (non-refundable) | Funds data work, rating engagement, and documentation lift. |
| Success Fee | 2.0–2.5% of funded amount | Payable at closing; tiered by size and structure. |
| Timeline | 60–120 days | Contingent on complete data and timely responses. |
Request Your Term Sheet
Provide product type, UPB, monthly performance months on book, and sample data-tape headers. We will respond with proposed structure, expected rating range, and an execution calendar.
Minimums & Fit
- Post-revenue platforms with EBITDA ≥ $10M.
- Loan/receivable pools with ≥ 12–24 months of performance data.
- Established servicing, trustee/backup servicer readiness, and clean KYC/AML.
- No PPP/MTN/“platform” schemes. We work on verifiable assets and cash flows.
FAQ
Which format should we choose: Reg D or Rule 144A? Reg D (506(c)) addresses accredited investors; Rule 144A targets QIBs and suits larger, repeat issuance. The route depends on investor grid, size, and rating outcome.
Is a rating mandatory? Many insurance and structured buyers require it. Unrated tranches are possible for specific investor segments, but a rating typically broadens demand and supports tighter execution.
What delays execution? Incomplete data, inconsistent definitions between servicing and reporting, and slow document turns. Clear ownership of data and disciplined governance accelerate close.
Can a warehouse be set for term take-out? Yes. Eligibility, triggers, and reporting can be built with the term note in mind to ease the transition.
Financely provides investment and merchant banking advisory on a best-efforts basis. All mandates require KYC/AML, appropriate financial statements, and paid milestones. Securities activities, where applicable, are conducted through a licensed chaperone, Member FINRA/SIPC. This page is not an offer to sell or a solicitation of an offer to buy any security. Any securities will be offered only to eligible investors pursuant to valid exemptions (e.g., Rule 144A to QIBs or Reg D 506(c) to accredited investors) and relevant documentation.
Get Started With Us
Submit Your Deal & Receive a Proposal Within 1-3 Working Days
Submit your deal using our secure intake form, and receive a quote within 1-3 business days. Existing clients can connect with their relationship manager through our secure web portal.
All submissions are
promptly reviewed, and all communications are conducted through the intake form or the client portal for a seamless and secure process.
Thank you for considering working with us. A nominal fee of US$500 is required upon completion of each form. This fee covers the time and effort we invest in reviewing your submission and crafting a thorough proposal. We receive numerous inquiries and prioritize those that carry this fee, ensuring serious applicants receive prompt attention.
Trade Finance
Tap into solutions like letters of credit, bank guarantees, and payment facilitation. We address the challenge of global transaction risk through structured strategies that foster cross-border growth. Complete the form to unlock streamlined funding aligned with your commercial objectives.
Submit a RequestProject Finance
Access non-recourse funding for infrastructure, renewable energy, or other capital-intensive ventures. We mitigate capital constraints by isolating project assets and focusing on risk management. Provide your details to receive a structure that drives growth and maximizes returns.
Submit a RequestAcquisitions
Secure financing for business or real estate acquisitions. We ease transaction hurdles by reviewing cash flow, synergy opportunities, and exit plans. Complete the form for a customized proposal that supports your strategic investment objectives.
Submit a RequestFor Banks
Financely assists banks facing Basel III pressures by distributing trade finance deals and providing collateral for letters of credit. We reduce capital burdens while preserving client relationships and fostering service expansion. Submit your request to optimize your trade finance offerings.
Submit a RequestOnce we receive your submission, our team will review your information to determine feasibility. If eligible, you will receive a proposal or term sheet within 1–3 business days. Visit our FAQ and Procedure pages for more information.
Disclaimer: Financely provides financing based on due diligence and feasibility. Approval is not guaranteed, and past performance does not predict future outcomes. All terms are subject to review. Financely primarily assists with structuring and distribution. Qualified parties carry out the project if the client approves the proposal.
