Post-Qualification Amendment of a Form 1-A Offering Statement — Regulation A/A+
Filing Table of Contents
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1: 1-A POS Post-Qualification Amendment of a Form 1-A HTML 5K
Offering Statement -- primary_doc.xml
2: PART II AND III Offering Statement - Parts II and III HTML 501K
3: EX1A-1 UNDR AGMT Managing Broker-Dealer Agreement by and HTML 288K
Between Crescent Securities Group, Inc. and Red
Oak Capital Fund V, LLC, as Amended
9: EX1A-3 HLDRS RTS First Amendment to Pledge and Security HTML 18K
Agreement
4: EX1A-3 HLDRS RTS First Supplemental Indenture, Dated as of HTML 27K
August 12, 2021
5: EX1A-3 HLDRS RTS Form of A Bond HTML 42K
6: EX1A-3 HLDRS RTS Form of A R-Bond HTML 42K
7: EX1A-3 HLDRS RTS Form of B Bond HTML 42K
8: EX1A-3 HLDRS RTS Form of B R-Bond HTML 42K
10: EX1A-4 SUBS AGMT Subscription Agreement HTML 76K
11: EX1A-11 CONSENT Consent of Uhy LLP HTML 8K
12: EX1A-12 OPN CNSL Opinion of Kaplan, Voekler, Cunningham & HTML 14K
Frank, Plc Regarding Legality of the Bonds
No. of
7.50% Senior Secured Bonds (the “B Bonds”): [●]
Principal
Amount of the Bonds: $[●]
RED OAK CAPITAL FUND V, LLC, a Delaware limited
liability company (the “Company”), for value received, promises to pay to
Cede & Co., or its registered assigns, the principal sum of up
to $[●], as more particularly stated and revised from time to
time by the Schedule of Exchanges of Interests in B Bonds attached
hereto, on the Maturity Date (as defined
herein).
Interest Payment Dates: Quarterly payments
commencing [●] and occurring on each January
25th
, April 25th,
July 25th
and October 25th
thereafter until the B Bonds are no
longer outstanding. The initial interest payment for all B Bonds
shall be prorated to include interest accrued from the date of
issuance through the end of the fiscal quarter immediately
preceding such Interest Payment Date.
Record
Dates: The last day of each fiscal quarter pertaining to an
Interest Accrual Period (as defined in the Indenture).
Reference
is made to the further provisions of this Certificate contained
herein, which will for all purposes have the same effect as if set
forth at this place.
IN
WITNESS WHEREOF, the Company has caused this Certificate to be
signed manually or by facsimile by its duly authorized
officer.
Dated: [●]
RED OAK CAPITAL
FUND V, LLC,
a Delaware limited
liability company
By:
/s/
Name:
Its:
Authorized Signatory
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
The
Bonds are the 6.5% Senior Secured Bonds described in the
within-mentioned Indenture. Dated: [●].
UMB Bank, N.A., as
Trustee,
By:
/s/
Name:
Its:
Authorized Signatory
SCHEDULE OF EXCHANGES OF BONDS
The
following exchanges of a part of this Certificate for an interest
in another certificate or exchanges of a part of another
certificate for an interest in this Certificate have been
made:
Date of
Exchange
Amount
of Decrease in Principal Amount of this Certificate
Amount
of Increase in Principal Amount of this Certificate
Principal
Amount of this Certificate Following such Decrease (or
Increase)
Signature
of Authorized Officer or Trustee of Registrar
(Reverse of Bond)
7.50% Senior Secured Bonds (B Bonds)
This Certificate is
governed by that certain indenture by and between UMB Bank, N.A. (the
“Trustee”) and the Company, dated as of
July 31, 2021 (the
“Indenture”),
as amended or supplemented from time to time, relating to the offer
of $75,000,000 in the aggregate of A Bonds, B Bonds, A R-Bonds and
B R-Bonds of the Company. Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless
otherwise indicated.
SECTION 1. Interest and
Contingent Interest.
(a) The
Company promises to pay
interest on the principal amount of the B Bonds at 7.50% per annum
from the date of issuance, up to but not including, December31, 2027 (the “Maturity
Date”) subject:
(y) to the Company’s ability to extend the Maturity Date for
an additional six months in its sole and absolute discretion
by providing written notice of such
extension after the Repayment Election and at least 60 days prior
to the Maturity Date and (z) any renewal of the B Bonds as
prescribed in the Indenture. Any such renewal of a B Bond will be
for a term of five years. The Company will pay interest due on the
B Bonds on the Interest Payment Dates. Interest on the B Bonds will
accrue from the most recent date interest has been paid or, if no
interest has been paid, from the date of issuance. The Company
shall pay interest on overdue principal and premium, if any, from
time to time on demand to the extent lawful at the interest rate
applicable to the B Bonds; it shall pay interest on overdue
installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent
lawful. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
(b) Upon
maturity, redemption or renewal, we will make a payment to the
Bondholders equal to the Spread times 20.0% (the
“Contingent Interest
Payment”).
“Spread”
for a Bond shall equal the greater of (i) zero or (ii) such
Bond’s Allocable Share of Revenue less such Bond’s
Allocable Share of Expenses, each calculated for the period
beginning with the date of issuance or the last Contingent Interest
Payment for such Bond, whichever is more recent.
“Allocable
Share of Revenue” for each Bond shall equal the total revenue
from investments divided by the total number of outstanding
Bonds.
“Allocable
Share of Expenses” for each Bond shall equal Series Specific
Expenses plus Expenses.
“Series Specific Expenses” shall be
equal to offering expenses, asset management fees and interest
expenses specific to A Bonds, B Bonds, A
R-Bonds and B R-Bonds, as
applicable, divided by the total number of outstanding
A Bonds, B
Bonds, A R-Bonds and B R-Bonds,
respectively.
“Expenses”
shall be equal to offering expenses and acquisition fees allocable
to all Bonds divided by the total number of outstanding
Bonds.
SECTION 2. Method of
Payment. The Company will pay
interest on the B Bonds to the Persons who are registered holders
of B Bonds at the close of business on Record Date, even if such B
Bonds are canceled after such Record Date and on or before such
Interest Payment Date, except as provided in Section 2.02 of
the Indenture with respect to Defaulted Interest. The B Bonds will
be issued in denominations of $1,000 and integral multiples of
$1,000 in excess thereof. The Company shall pay principal, premium,
if any, and interest on the B Bonds in such coin or currency of the
United States of America as at the time of payment is legal tender
for payment of public and private debts (“U.S. Legal
Tender”). Principal,
premium, if any, interest any other amounts due on the B Bonds will
be payable at the office or agency of the Company maintained for
such purpose except that, at the option of the Company, the payment
of interest may be made by check mailed to the holders of B Bonds
at their respective addresses set forth in the Bond Register. Until
otherwise designated by the Company, the Company’s office or
agency will be the office of the Trustee maintained for such
purpose.
SECTION 3. Paying Agent and
Registrar. Initially, UMB Bank,
N.A. will act as paying agent and registrar. The Company may change
the paying agent or registrar without notice to the holders of B
Bonds. Except as provided in the Indenture, the Company or any of
its Subsidiaries may act in any such capacity.
SECTION 4. Indenture.
The Company issued the B Bonds under the Indenture. The terms of
the B Bonds include those stated in the Indenture for a complete
description of the terms of the B Bonds. The B Bonds are subject to
all such terms, and holders of B Bonds are referred to the
Indenture. To the extent any provision of this Certificate
conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be
controlling.
C:
SECTION 5. Optional
Redemption. We may redeem the B
Bonds, in whole or in part, without penalty within 18 months of the
Maturity Date. If the B Bonds are renewed for an additional term,
we may redeem the B Bonds at any time during such renewal period.
Any redemption of a B Bond will be at a price equal to the then
outstanding principal on the Bonds being redeemed, plus any accrued
but unpaid interest on such Bonds, plus any Contingent Interest
Payment due to such holder of B Bonds. If we plan to redeem the B
Bonds, we will give notice of redemption not less than 5 days nor
more than 60 days prior to any redemption date to each such
holder’s address appearing in the securities register
maintained by the trustee. In the event we elect to redeem less
than all of the B Bonds, the particular B Bonds to be redeemed will
be selected by the Trustee by such method as the Trustee shall deem
fair and appropriate. Except as set forth in this Section 5, or
pursuant to Section 3.04 of the Indenture, the B Bonds may not be
redeemed by the Company.
SECTION 6. Redemption at Option
of Holder.
(a)
Beginning on January 1, 2025 and continuing
through the Maturity Date, the holders of the B Bonds will have the
right to cause the Company to redeem all or any portion of the
holder’s B Bonds. To effect a redemption, the
applicable holder (the “Redeeming
Holder”) must submit a
written request to the Company, with a copy to the Trustee, for the
redemption of all or a portion of its B Bonds (the
“Redemption
Request”). All
redemptions under this Section 6 will be subject to and limited by
the Annual Cap (as defined below). No further redemptions will be
permitted under this Section 6 in a calendar year if the sum of the
aggregate principal amount of B Bonds previously redeemed during
such calendar year pursuant to this Section 6 or Section 3.04 of
the Indenture meets or exceeds the Annual Cap. Interest will accrue
on any B Bond redeemed hereunder until the actual date of
redemption of such Bond, which date shall be not later than 120
days following the Company’s actual receipt of the applicable
Redemption Request (the “Redemption
Date”). Redemptions
will be effected by payment of the applicable Redemption Price (as
defined below) on the Redemption Date, as further described below.
Any B Bond not accepted for redemption will continue to be
outstanding and accrue interest pursuant to its
terms.
(b)
For
purposes of this Section 6, the capitalized terms set forth below
shall have the definitions herein ascribed to them:
(1)
“Annual
Cap” shall mean for any calendar year an amount equal to
fifteen percent (15%) of the outstanding principal amount of B
Bonds as of January 1 of such calendar year. The Company has the
right to reserve up to one-third of this fifteen percent (15%)
limit for Bonds redeemed as a result of a Bondholder’s right
upon death, disability or bankruptcy as described in the
Indenture.
(2)
“Redemption Price” shall mean, per
Bond: (i) for Redemption Requests received on or after July
1st
of the first year following the year
of issuance and on or after January 1, 2025 and on or before
January 1, 2027, $880.00, plus accrued but unpaid interest; and
(ii) for Redemption Requests received on or after January 1, 2027
and on or before December 31, 2027, $900.00, plus accrued but
unpaid interest.
(c)
No
later than ten (10) business days following its receipt of a
Redemption Request, the Company shall mail a notice to the
Redeeming Holder notifying such holder whether its B Bonds are to
be redeemed. The notice shall state that it is a notice of
redemption, identify the B Bonds to be liquidated and shall
state:
(1)
the
Redemption Date;
(2)
the
name and address of the Paying Agent; and
(3)
that if the B Bonds to be redeemed have been
issued in certificated form, (other than in respect of a global certificate
issued to a Depositary), such certificate(s) must be surrendered to
the Paying Agent to collect the redemption
price.
(d)
No
later than the day before the Redemption Date, the Company shall
deposit with the Paying Agent (or, if the Company or any Affiliate
is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the Redemption Price of all B Bonds to be
redeemed on that date. Unless the Company shall default in the
payment of the Redemption Price on the B Bonds to be redeemed,
Interest on such B Bonds shall cease to accrue after the Redemption
Date.
(e)
Except
as set forth in this Section 6 and Section 7 below, and
Section 3.04 of the Indenture, the Company shall not be required to
make mandatory redemptions with respect to the B
Bonds.
SECTION 7. Repurchase at Option
of Holder.
(a) Upon
the occurrence of a Change of Control Repurchase Event, and subject
to certain conditions set forth in the Indenture, the Company will
be required to offer to purchase all of the outstanding B Bonds. We
must offer to repurchase the B Bonds at a price that is equal to
all accrued and unpaid interest, to but not including the date on
which the Bonds are redeemed, plus any Contingent Interest Payment
due to such holder of B Bonds, plus (i) 1.02 times the then
outstanding principal amount of the B Bonds if such B Bonds are at
least four years from the Maturity Date; (ii) 1.015 times the then
outstanding principal amount of the B Bonds if such B Bonds are at
least three years, but no more than four years, from the Maturity
Date; (iii) 1.01 times the then outstanding principal amount of the
B Bonds if such B Bonds are at least two years, but no more than
three years, from the Maturity Date; and (iv) the then outstanding
principal amount of the B Bonds if no more than two years from the
Maturity Date.
(b) The
Company will repurchase any Bonds pursuant to Section 3.04 of the
Indenture at a price that is equal to all accrued and unpaid
interest, to but not including the date on which the Bonds are
redeemed, plus any Contingent Interest Payment due to such holder
of B Bonds, plus the then outstanding principal amount such B
Bonds.
SECTION 8. Denominations,
Transfer Exchange. The B Bonds
are in registered form without coupons in denominations of $1,000
and integral multiples of $1,000 in excess thereof. The transfer of
B Bonds may be registered and B Bonds may be exchanged as provided
in the Indenture. The Bond Registrar and the Trustee may require a
holder of B Bonds, among other things, to furnish appropriate
endorsements and transfer documents, and the Company may require a
holder of B Bonds to pay any taxes and fees required by law or
permitted by the Indenture. The Company and the Bond Registrar are
not required to transfer or exchange any B Bonds selected for
redemption. Also, the Company and the Bond Registrar are not
required to transfer or exchange any B Bonds for a period of 15
days before a selection of B Bonds to be
redeemed.
SECTION 9. Persons Deemed
Owners. The registered holder
of B Bonds may be treated as its owner for all
purposes.
SECTION 10. Amendment, Supplement
and Waiver. Any existing
Default or compliance with any provision may be waived with the
consent of the holders of a majority of the B Bonds then
outstanding. Without notice to or consent of any holder of B Bonds,
the parties thereto may amend or supplement the Indenture and the B
Bonds as provided in the Indenture.
SECTION 11. Defaults and
Remedies. If an Event of
Default occurs and is continuing, the Trustee or the holders of not
less than a majority of the then outstanding B Bonds may declare
the principal of, premium, if any, and accrued interest on the B
Bonds to be due and payable immediately in accordance with the
provisions of Section 6.01. Holders of B Bonds may not enforce
the Indenture or the B Bonds except as provided in the Indenture.
Subject to certain limitations in the Indenture, holders of a
majority of the then outstanding B Bonds may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from
holders of B Bonds notice of any continuing Default if it
determines that withholding notice is in their best interest in
accordance with Section 7.02. The holders of a majority of the
B Bonds then outstanding by notice to the Trustee may on behalf of
the holders of all of the B Bonds waive any existing Default and
its consequences under the Indenture except a Default in the
payment of principal of, or interest on, any Bond as specified in
Section 6.01(a)(1) and (2).
SECTION 12. Restrictive
Covenants. The Indenture
contains certain covenants as set forth in Article IV of the
Indenture.
SECTION 13. No Recourse Against
Others. No recourse for the
payment of the principal of, premium, if any, or interest on any of
the B Bonds or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture, or in any of the B Bonds
or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer,
director, employee or controlling person of the Company or of any
successor Person thereof. Each Holder, by accepting the B Bonds,
waives and releases all such liability. Such waiver and release are
part of the consideration for issuance of the B
Bonds.
SECTION 14. Authentication.
This Certificate shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating
agent.
SECTION 15. Abbreviations.
Customary abbreviations may be used in the name of a holder of B
Bonds or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entirety), JT TEN (= joint tenants with right
of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).
SECTION 16. CUSIP and ISIN
Numbers. Pursuant to a
recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused the CUSIP and
ISIN numbers to be printed on this Certificate and the Trustee may
use the CUSIP or ISIN numbers in notices of redemption as a
convenience to holders of B Bonds. No representation is made as to
the accuracy of such numbers either as printed on this Certificate
or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed
thereon.
SECTION 17. Registered
Form. The B Bonds are in
registered form within meaning of Treasury Regulations
Section 1.871-14(c)(1)(i) for U.S. federal income and
withholding tax purposes.
SECTION 18. Governing
Law. This Bond and this
Certificate shall be governed by, and construed in accordance with,
the laws of the State of Delaware.
The
Company will furnish to any holder of B Bonds upon written request
and without charge a copy of the Indenture.