Risk Factors
Risk Factors Relating to the Offering of Securities
An investment in our common stock involves a high degree of risk and may be considered speculative. Below is a summary of what we deem to be the most significant risk factors, however you should carefully consider all of the information found in "Risk Factors" of our Prospectus before deciding to invest in shares of our common stock. Risks involved in an investment in us include (among others) the following:
We are a new company and have no operating history. In addition, we have not identified specific investments that we will make with the proceeds of this offering. As a result, this may be deemed to be a "blind pool" offering and you will not have the opportunity to evaluate historical data or assess any investments prior to purchasing shares of our common stock.
Our shares of common stock will not be listed on a national securities exchange unless and until this offering terminates, which means there will be no public market for our securities during the offering period. You will have limited ability to sell your shares.
Our portfolio companies may request our assistance in the management of their affairs, however we may not have director nor shareholder controls over the business affairs of the companies to which we loan capital. In addition, our investments in portfolio companies will be structured to be held until maturity and may not provide us with favorable terms for short term liquidity of the capital that we invest in them.
We have not established any limit on the extent to which we may use borrowings or proceeds from this offering to fund distributions to shareholders, which may reduce the amount of capital we ultimately invest in assets, and there can be no assurances that we will be able to sustain distributions at any particular level. Our distributions may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from this offering, which may result in commensurate reductions in net asset value per share.
This is a "best efforts" offering and, if we are unable to raise substantial funds then we will be more limited in the number and type of investments we may make. As a result, our ability to diversify will be constrained.
Our investments may include original issue discount instruments. To the extent original issue discount constitutes a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.
You may be able to rely on your own broker-dealer to make an independent review and investigation of the terms of this offering. If you are unable to so rely on your broker-dealer, however, you will not have the benefit of any independent review and evaluation of the terms of this offering by CNL Securities Corp., Member FINRA/SIPC, our Managing Dealer. In addition, we do not, and do not expect to, have research analysts reviewing our performance or our securities on an ongoing basis. Therefore, you will not have an independent review of our performance and the value of our common stock relative to other publicly traded companies.
Notice to New York Investors: This is not an offering. No offering is made except by a prospectus filed with the Department of Law of the State of New York. Neither the Attorney General of the State of New York nor any other regulatory agency has passed on or endorsed the merits of this offering.
Risk Factors Relating to Forward Looking Statements
The information on this website, including in the reports listed below, include "forward looking statements." All statements other than statements of historical facts included on this website and in such reports regarding the prospects of our industry and our prospects, plans, financial position and business strategy, may constitute forward-looking statements. These statements are based on the beliefs and assumptions of our management and on the information currently available to our management at the time of such statements. Forward looking statements generally can be identified by the words "believes," "expects," "anticipates," "intends," "plans," "estimates" or similar expressions that indicate future events and trends.
Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct, and our actual results may differ significantly from the results discussed in these forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include those disclosed in our current Prospectus in connection with the offering of common stock. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our forward-looking statements are based on information available to us at the time such statements are made. We will not update these statements unless required by law to do so.
In addition to these risk factors, please review our Terms of Use Policy for additional information particularly concerning links to other websites, limitation of liability and securities advice.