For Qualified Institutional Buyers
and Their Counsel

Who We Are and How We Are Structured

Broadway Capital LLC is a New York limited liability company and independent boutique advisory firm that has operated continuously for over twenty years. We are specifically and intentionally structured as neither a broker-dealer, a registered investment adviser, a lender, nor a mortgage originator. We do not engage in any advisory activity that requires a license or registration under applicable US federal or state securities law. This structure is deliberate: it allows us to operate across asset classes, geographies, and transaction formats without the conflicts of interest inherent in commission- or success-fee-based compensation models.

Broadway Capital is compensated exclusively through fixed engagement fees for structuring services rendered. We do not receive — and our engagement agreements expressly prohibit — any success fee, placement fee, commission, or percentage of proceeds in connection with any transaction. Accordingly, the dollar amounts referenced in connection with any Broadway Capital mandate reflect deal size at the time of engagement, representing the scope of the structuring mandate, not a closing figure or compensation metric.

Because Broadway Capital does not market securities in transactions in which it is not itself a sponsor or principal, our work product — the private placement memorandum and accompanying transaction documentation — is delivered to a registered broker-dealer or licensed placement agent, who then manages the offer and sale of the notes in accordance with applicable law. Where Broadway Capital acts as a sponsor or principal, it does so under the applicable exemptions of the Securities Act of 1933.

The Transaction Instrument

Broadway Capital's standard transaction structure centers on the issuance of notes by a newly formed, bankruptcy-remote special purpose vehicle — typically a Delaware LLC — or, where the transaction structure requires it, by a segregated account company domiciled in Bermuda and fully registered with the Bermuda Monetary Authority. Notes are offered to qualified institutional buyers through a private placement memorandum prepared in conformity with the disclosure requirements of the Securities Act of 1933, under Regulation D or Regulation S as applicable. Where international investor access is required, Broadway Capital has issued notes carrying CUSIP numbers, enabling purchase by non-US institutional investors through standard custodial channels.

The private placement memorandum is prepared by Broadway Capital and vetted by independent legal counsel before presentation to any investor. Upon receipt, institutional investors routinely transmit the draft PPM to their own counsel for review. Broadway Capital's attorneys and the investor's attorneys then work collaboratively to produce a final document package that satisfies the investor's requirements. Closings are typically effectuated with a single institutional investor purchasing the entirety of the offered notes.

Notes are engineered to fall within the asset-backed security analytical framework applied by nationally recognized statistical rating organizations. Where a formal rating is required, Broadway Capital will present the structure to Moody's, S&P, Fitch, Kroll, or Duff & Phelps. Where an investor's own credit committee determines investment quality internally, a private rating letter from an NRSRO may be obtained in lieu of a public rating. Notes carry tenors of five years or more, often with legal maturities of twenty years or longer, and can be structured to specific duration requirements where an investor seeks to match balance sheet items.

Principal Protection and De-Risking Architecture

The primary engineering objective of every Broadway Capital structure is the absolute protection of invested principal and the highest achievable probability of yield payment for the duration of the notes. Broadway Capital designs structures from the investor's perspective — we apply the same analytical standards we would expect an institutional investor's own counsel to apply, because in practice, that is precisely who reviews our work.

De-risking is accomplished through a layered combination of instruments and mechanisms that may include, depending on the specific transaction: surety bonds; political risk insurance; business interruption coverage; technology risk policies; residual value insurance; overcollateralization; non-discretionary escrow-controlled settlement; paymaster-controlled cash flow frameworks; and multi-party SPV governance with independent third-party oversight. The specific suite of protections is disclosed in full in the private placement memorandum and the accompanying transaction documents.

Structures are designed to achieve a rating of A or better under standard ABS analysis; yields are typically offered at one or more notches below the implied rating — for example, notes with an implied AA rating offered at a yield consistent with current BBB US corporate debt. Broadway Capital is fully aware of the regulatory capital treatment of the instruments it engineers: notes are designed to qualify at the highest ratings tier (SVO 1) under the Securities Valuation Office of the NAIC, minimizing core capital set-aside requirements for insurance company investors. Banks purchasing notes directly may be eligible for additional core capital and tax advantages, details of which are available on request.

Reputational Risk and Transparency

Broadway Capital understands that a qualified institutional buyer's primary concern in reviewing any non-standard transaction structure is reputational exposure — the risk of being associated with a structure that does not perform as represented, or that reflects poorly on the investor's due diligence standards. Our response to that concern is structural rather than rhetorical.

Every Broadway Capital structure uses standard, well-recognized legal formats. There are no proprietary black boxes, no undisclosed formulas, and no documents or datasets withheld from investor review, subject to the execution of appropriate non-disclosure agreements. The entirety of the transaction's mechanics — SPV governance, escrow operation, insurance policy terms, cash flow waterfall, and repayment mechanism — is fully disclosed in the private placement memorandum and accompanying contract package, and is available for review by the investor's counsel before any commitment is made.

Broadway Capital's documentation is prepared by, and reviewed with, nationally and internationally recognized institutional law firms whose names are familiar to any institutional compliance department. The structure is presented in a format designed to be immediately legible to experienced legal counsel — not because we ask that trust be extended on faith, but because the documentation is sufficient to support the independent conclusion that the investment is appropriately structured.

Broadway Capital maintains strict standards of transparency, honesty, and responsiveness in its dealings with all institutional counterparties. We do not take positions on the other side of transactions in which our clients are principals. Our compensation is fixed, fee-based, and engagement-specific. Our interests are aligned with the successful completion of a properly structured transaction — not with the closing of any particular deal at any particular size.

Professional Relationships

Broadway Capital works with nationally and internationally recognized professional service providers across legal, accounting, engineering, banking, rating, and insurance disciplines. The following reflects categories of firms and institutions with which Broadway Capital has engaged in connection with its transactions. Their appearance does not constitute an endorsement of Broadway Capital or a representation regarding any specific transaction.

Current Activity and Geographic Focus

Broadway Capital is currently active across the United States, the European Union, the Gulf Cooperation Council, and Sub-Saharan Africa. Current mandates include the engineering of escrow-based atomic closing structures for physical commodity trading — providing institutional capital access to commodity purchasers in markets for distillates, metals, and select liquid agricultural commodities — as well as engagements to provide new or expanded institutional working capital for clients seeking to scale operations to a commercial or institutional level.

Broadway Capital's geographic and sector focus is driven by client mandate and investor appetite. The firm does not maintain a proprietary fund and does not take positions on behalf of third-party capital. Each engagement is a discrete structuring mandate executed for the account of the client.