CrowdOut Capital LLC (the “Firm”) is a Texas limited liability company that was formed
in December 2015 by co-founders and principal owners Alexander Schoenbaum and Brian
Gilmore. CrowdOut is headquartered in Austin Texas.
CrowdOut Capital LLC provides advisory services on a discretionary basis to a number of
privately offered pooled investment vehicles (collectively, the “Funds” and “Clients” and
each a “Fund” and “Client”) that are exempt from registration under the Investment
Company Act of 1940, as amended (“1940 Act”) and whose securities are not registered
under the Securities Act of 1933, as amended (“Securities Act”). Entities affiliated with
CrowdOut Capital LLC serve as the general partners (each an “Affiliated General
Partner” and, collectively, the “Affiliated General Partners”) of the Funds. Each of the
Affiliated General Partners is a related person of CrowdOut Capital LLC and is under
common control with CrowdOut Capital LLC. Each existing Fund is organized as either a
limited partnership with an Affiliated General Partner serving as general partner or a
limited liability company with CrowdOut Capital LLC acting as a manager or the managing
member. CrowdOut Capital LLC and each Affiliated General Partner is subject to the
Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder,
pursuant to the Firm’s registration in accordance with SEC guidance. This brochure
describes the business practices of CrowdOut Capital LLC and its Affiliated General
Partners, which operate as a single advisory business and are hereafter collectively referred
to as “CrowdOut.” The Funds may be referred to herein as “Clients”.
CrowdOut is an investment firm that offers private investment opportunities in the form of
debt, equity, and other financing solutions to middle-market and lower middle-market
businesses. In the private credit space, CrowdOut provides financing solutions, including,
among other things, senior secured loans, asset-based loans, and mezzanine financing.
CrowdOut has significant experience in underwriting and structuring financing solutions
across a range of industries, including manufacturing, business services, healthcare, and
technology. CrowdOut targets consistent, high cash yields and aims for greater risk-
adjusted returns across all economic cycles. In the private equity space, CrowdOut offers
equity investments in select opportunities. CrowdOut’s equity investments are often
structured as either a control position or a senior preferred minority position with protective
rights, in each case, with the intention of providing equity-like returns while minimizing
risk.
CrowdOut offers co-investment opportunities to certain investors interested in
participating in such opportunities. Decisions regarding whether and to whom to offer co-
investment opportunities, as well as the applicable terms, are made in the sole discretion of
CrowdOut or its related persons in conjunction with the other participants in the applicable
transactions, such as co-sponsors. As such, co-investment opportunities may be offered to
some and not other Fund investors, in the sole discretion of CrowdOut or its related
persons, and certain persons other than a Fund’s investors, will, from time to time be
offered co-investment opportunities, in the sole discretion of CrowdOut or its related
persons.
In addition to the Funds, CrowdOut also operates a direct lending platform in which
accredited investors may gain exposure on a non-discretionary basis to loans or loan
participations purchased by CrowdOut Capital Platform LLC (the “Platform”) from
CrowdOut or its affiliates. CrowdOut identifies companies interested in commercial loans
(the “Underlying Loans”), performs due diligence and prices
the Underlying Loans, and
completes the underwriting, document negotiation and execution of the Underlying Loans.
Accredited investors may purchase “borrower-dependent” or “platform” notes (“Platform
Note”) issued by the Platform. Each Platform Note entitles the investor to a proportionate
fraction of the cash flow of either (i) a corresponding loan held on the Platform’s balance
sheet or (ii) a corresponding participation right held on the Platform’s balance sheet, as
applicable. Underlying Loans offered for investment on the Platform are typically serviced
by CrowdOut. Underlying Loans that are originated by CrowdOut will be allocated to an
applicable Fund and/or the Platform as further described herein and in the Governing
Documents for the relevant Fund. Investors participate in Underlying Loans allocated to
the Platform on a deal-by-deal basis. CrowdOut exercises no discretion in determining
whether an investor does or does not participate in an Underlying Loan that is allocated to
the Platform.
This Brochure does not constitute an offer to sell or a solicitation of an offer to buy any
securities. The securities of the Funds are offered and sold on a private placement basis
under exemptions promulgated under the Securities Act of 1933 and other applicable state,
federal or non-U.S. laws. Significant suitability requirements apply to prospective
investors in the Fund, including requirements that they be “accredited investors” as defined
in Regulation D, “qualified purchasers” as defined in the Investment Company Act, or non-
“U.S. Persons” as defined in Regulation S. Persons reviewing this Brochure should not
construe this as an offer to sell or a solicitation of an offer to buy the securities of any of
the Funds described herein. Any such offer or solicitation will be made only by means of
a confidential private placement memorandum and such Fund’s Governing Documents
(defined below).
CrowdOut provides discretionary investment advisory services based on each private
Fund’s investment guidelines as outlined in each Fund’s operative documents. CrowdOut
tailors its advisory services to the specific investment objectives and restrictions of the
Funds. Investors and prospective investors in the Funds should refer to the confidential
private placement memorandum, disclosure document, limited partnership and/or limited
liability company agreements and other governing documents for the Funds (the
“Governing Documents”) for more complete information on the investment objectives
and investment restrictions with respect to each Fund. There is no assurance that any of the
Fund’s investment objectives will be achieved.
CrowdOut has entered into side letter arrangements with certain Fund investors providing
such investors with different or preferential rights or terms, including but not limited to
different fee structures and other preferential economic rights, information and reporting
rights, excuse or exclusion rights, waiver of certain confidentiality obligations, co-
investment rights, certain rights, terms obligations or investment structuring requirements
necessary in light of particular legal, regulatory or policy requirements applicable to a
particular investor, veto rights and liquidity or transfer rights. CrowdOut (and any
applicable Affiliated General Partner) will disclose the terms of side letter arrangements
with other investors in the same Client only to the extent required by applicable law or as
otherwise agreed to with Fund investors.
CrowdOut does not participate in wrap fee programs.
As of December 31, 2023, CrowdOut managed $199,687,035 in regulatory assets under
management on a discretionary basis. As of December 31, 2023 CrowdOut serviced an
aggregate principal amount of $64,234,983.62 Platform Notes issued by the Platform in
respect of Underlying Loans.