Insights

The gates that went up across private credit this year were not a signal that the loans went bad. They were a signal that a lot of investors misread what "semi-liquid" was ever going to mean.

The gap between a well-run private offering and a risky one rarely shows up in the pitch deck. This is the checklist I use to find it before any capital moves.

Since 2013, the cost of verifying investors kept most private raises in 506(b). A short staff letter from March 2025 changed that arithmetic for offerings that require a minimum of $200,000 or more.

A first call with an accredited investor settles fit, check size, timeline and who decides. A sponsor who leaves with all four has a next step. One who leaves with fewer has a pleasant conversation.

An investor deck for an 8-figure raise is read twice, once to decide whether a call happens and once to decide the allocation. Each section has to serve both readings.

An investor sizing a $225,000 subscription reads the offering page before the sponsor says a word. The order of that page decides which questions reach the call already answered.

Investors run diligence in a sequence, and the first step is a filter. Most of what a sponsor prepares is read only by the investors who clear it.