Illustrative sizing · $5mm net to Project
Lifecycle: Closing → Term → Claim → Maturity
Four stages, each with fixed mechanics. Nothing in the structure depends on negotiation after closing.
1 · At closing — funds flow
Lender
Dealer — Insurance Company cell account
$33,329,114
Insurance Company cell (premium)
$2,284,561
Coupon reserve escrow at the Custodian
$890,505
Insurance Company fee
$209,617
Custody and administration fee — Custodian and Administrator
$209,617
Growth capital — tranche 1 to the Project
$2,500,000
Growth capital — tranche 2 to the milestone escrow at the Custodian
$2,500,000
- No broker or RIA fee is paid out of the raise.
- The Dealer is paid only through its execution of the STRIPS purchase.
No portion of the other $36.92mm is ever paid to, held by, or property of the Project — nothing outside the $5.00mm advance for a trustee to avoid.
1b · The milestone gate
KPIs are agreed at closing between the Project and the RIA. The interval between the two tranches is not fixed by the structure: the test date is set at closing by agreement between the Lender and the Project, sized to the time the first tranche needs to produce measurable results. If a Project cannot hit those targets with the second tranche as the incentive, the gate turns that signal into a decision rather than a four-year wait.
Decision
KPIs met at the test date?
Tested once, on the test date agreed at closing between the Lender and the Project, against targets set with the RIA at the same time.
Yes — continue
- Tranche 2 is released by the Administrator to the Project: $2,500,000.
- The warrant stands at the full 20% of the fully diluted capitalisation.
- The structure runs unchanged to maturity.
No — stop option
- A one-time 50% claim under the ordinary claim rules, exercisable by the RIA only on the agreed test date.
- Half the STRIPS are delivered by the Administrator.
- The escrowed tranche 2 is returned in full.
- Half the unused coupon reserve and half the unearned premium are released.
- Half the Warrant is cancelled, so the Lender keeps 10%.
- The Project's cell option and the founding participation are each halved — not forfeited.
- The other half of the position runs to maturity, still covered 1:1 by the STRIPS left in the cell.
| Component | Amount |
|---|---|
| Half the STRIPS delivered at the gate price (83.23¢) — claimed face $20,961,707 | $17,446,984 |
| Escrowed tranche 2 returned in full | $2,500,000 |
| Unused coupon reserve (half released) | $356,202 |
| Unearned policy premium (half released) | $934,294 |
| Recovered at the gate (0.5066x of money-in) | $21,237,480 |
| Note face still outstanding and covered 1:1 by the STRIPS left in the cell | $20,961,707 |
| If the delivered STRIPS are instead held to year 5 | $24,752,203 |
| Principal floor unchanged at | $41,923,414 |
Illustrative example only; all figures are hypothetical. Not an offer, a solicitation, or tax, legal, insurance, or investment advice.
Returns shown describe the investment unit itself and are before any advisory fee charged by an investor's own adviser, which is paid by the investor outside the structure.
Why no exception is needed
The stop option is a 50% claim, so it takes effect under the same pro-rata rules as any other claim. The Lender keeps half its Warrant and half its cell participation because it has claimed half the position — not by special rule. The other half, secured by the STRIPS remaining in the cell, runs to maturity unchanged.
2 · During the term
The coupon
$178,101/yr paid by the Administrator from the escrow at the Custodian to the Lender — exactly 21% of each year's interest income. The Project pays nothing during the term; the reserve was funded at closing.
The policy
Claim any portion at any time → principal back pro tanto. A claim cancels the same fraction of warrant coverage and of the remaining coupons; matching unused reserve and unearned premium return to the Lender.
3 · Partial claim for liquidity — 25% at end of year 2
Accreted value at claim 87.14¢ — two years' accretion, rates unchanged.
Lender
1 · STRIPS delivered in kind by the Administrator
$9.13mm
2 · Matching unused reserve
$133,576
3 · Return premium — unearned prefund
$358,271
After the claim
4 · At maturity — two paths
Does the Project repay the $41.92mm bullet?
Repaid
- Principal $41.92mm repaid or refinanced in full.
- All five coupons received: $890,505 in total.
- 20% warrant vests and participates in the exit.
- Cell interests vest and are distributed in kind — Insurance Company 51% · Project 40% · founding investors 9% ($3,773,107), or Project 49% with no founding share for later-vintage closings.
- On an earlier repayment through the success put, those interests are distributed at once rather than at year 5.
- BASE case lender proceeds $361.63mm · MOIC 8.63x.
Returns shown describe the investment unit itself and are before any advisory fee charged by an investor's own adviser, which is paid by the investor outside the structure.
Default / FAIL
- Policy auto-files a claim for the full remaining STRIPS.
- Principal returned at par: $41.92mm.
- All five coupons received and consumed by the term's tax — net cash $0.
- 20% warrant retained in full as a residual option carried at $0.
- MOIC 1.00x after-tax (1.02x gross) · the Project's cell option and the founding participation forfeited.
Returns shown describe the investment unit itself and are before any advisory fee charged by an investor's own adviser, which is paid by the investor outside the structure.
Every path ends at ≥ face plus the coupons — the only variable is the warrant.
Claims are exercisable at any time and satisfy the Note at full maturity value; the STRIPS themselves accrete 79.50 → 100 and reach par only at 5-year maturity.