An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission (the “SEC”). Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the SEC is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Offering Circular was filed may be obtained.

 

 Preliminary Offering Circular

December 30, 2021

Subject to Completion

 

LIGHTHOUSE LIFE CAPITAL, LLC

1100 E. Hector Street, Suite 415

Conshohocken, PA 19428

445-200-5650

 

 

8.5% Senior Beacon Bonds (Class A Bonds)

6.5% Senior Beacon Bonds (Class B Bonds)

$50,000,000 Aggregate Maximum Offering Amount (50,000 Bonds)

$10,000 Minimum Purchase Amount (10 Bonds)

 Explanatory Note

 

This Offering Circular is a part of the postqualification amendment we filed in order to update the financial statements contained herein in accordance with Rule 252(f)(2)(i) of Regulation A. In addition to updating the financial statements presented herein, this amendment updates certain financial and statistical data. All material terms of this offering otherwise remain the same.

 

Lighthouse Life Capital, LLC, a Delaware limited liability company, or the company, is offering a maximum of $50,000,000 in the aggregate, of its 8.5% senior beacon bonds, or “Class A Bonds,” and its 6.5% senior beacon bonds, or “Class B Bonds,” collectively the “Bonds,” pursuant to this offering circular. The purchase price per Bond is $1,000, with a minimum purchase amount of $10,000, or the “minimum purchase”; however, the company, in our sole discretion, reserves the right to accept smaller purchase amounts. The Class A Bonds and the Class B Bonds will bear interest at 8.5% and 6.5% per year, respectively. The maximum offering amount of Bonds across both classes is $50,000,000 (the “Maximum Offering Amount”); however, the sale of the Class B Bonds will be limited to a maximum of $30,000,000. The Class A Bonds and Class B Bonds will each be offered serially, over a maximum period of two years, beginning on December 30, 2020 with the sole difference between the series being their respective maturity dates. We commenced the sale of the Bonds in February 2021. As of December 29, 2021, we had sold 9,946 of Class A Bonds and 5,539 of Class B Bonds for an aggregate of $15.5 million in proceeds in this offering. Each series of Bonds beginning with Series A-1 for Class A Bonds and Series B-1 for Class B Bonds will correspond to a particular closing for the applicable class of Bonds. Each series of Class A Bonds will mature on the fifth anniversary of the issuance date of such series and each series of Class B Bonds will mature on the third anniversary of the issuance date of such series. Upon maturity, and subject to the terms and conditions described in this offering circular, the Bonds will be automatically renewed at the same interest rate and for the same term, unless redeemed upon maturity at our or your election. If the Bonds are not renewed and without the consent of the Bondholders, we may elect to extend the maturity date of the Bonds for an additional six months to facilitate the redemption of the Bonds. Interest on the Bonds will be paid monthly on the 15th day of the month. The first interest payment on a Bond will be paid on the 15th day of the month following the issuance of such Bond.

 

 

Bondholders will have the right to have their Bonds redeemed beginning any time after the last issuance date of the series of Class A Bonds and series Class B Bonds prior to the maturity date, subject to an annual cap of 10% on all redemptions, regardless of the reason for the redemption, at a price per Class A Bond between $915 and $935 plus any accrued but unpaid interest) for the Class A Bonds, and at a price per Class B Bond equal to $915 plus any accrued but unpaid interest) on the Class B Bonds, regardless of when such Class A Bonds or Class B Bonds are redeemed (the “10% Limit”). Bondholders will also have the right to have their Bonds redeemed in the case of a bondholder’s death, disability or bankruptcy, subject to notice, discounts and other provisions contained in this offering circular. Redemptions due to death, disability or bankruptcy shall count towards the annual 10% Limit on redemptions described above. Redemptions will be processed in the order they were received. Any redemptions in excess of the 10% Limit (not including death, disability or bankruptcy claims), will be carried over to the next calendar year and redeemed at such time unless such carryover redemptions would exceed the 10% Limit for the new calendar year in which case they will be carried over to successive calendar years until redeemed; provided, however that if, during the pendency of the Offering, the 10% Limit is adjusted upward at the beginning of any succeeding calendar quarter, then such carried over redemptions will be redeemed as of such adjustment to extent they do not exceed the then in effect 10% Limit. See “Description of Bonds – Redemption Upon Death, Disability or Bankruptcy” and “Description of Bonds – Bond Redemptions” for more information.

 

 The Bonds will be offered to prospective investors on a best efforts basis by International Assets Advisory LLC (“IAA”), our underwriter and managing broker-dealer, a Florida limited liability company and a member of the Financial Industry Regulatory Authority, or “FINRA.” “Best efforts” means that our managing broker-dealer is not obligated to purchase any specific number or dollar amount of the Bonds, but it will use its best efforts to sell the Bonds. Our managing broker-dealer may engage additional broker-dealers, or “Selling Group Members,” who are members of FINRA, to assist in the sale of the Bonds. At each closing date, the net proceeds for such closing will be disbursed to our company and Bonds relating to such net proceeds will be issued to their respective investors. We commenced the sale of the Bonds in February 2021 and terminate the offering on earliest of: (i) the date we sell the Maximum Offering Amount; (ii) December 30, 2022; or (iii) such date upon which we determine to terminate the offering, in our sole discretion. Notwithstanding the previous sentence, we have the right, in our sole discretion, to extend this offering beyond the second anniversary of the date of qualification for an additional year.

 

	Price to Investors	Managing Broker-Dealer Fee, Commissions, Reallowance and Wholesaling Fee (1)(2)	Proceeds to Company	Proceeds to Other Persons
Per Class A Bond (3)	$1,000	$80	$920	$0
Per Class B Bond (3)	$1,000	$80	$920	$0
Maximum Offering Amount of Class A Bonds (3)	$50,000,000	$4,000,000	$46,000,000	$0
Maximum Offering amount of Class B Bonds (3)	$30,000,000	$2,400,000	$27,600,000	$0

 

(1) This includes (a) selling commissions of (i) 5.00% of gross offering proceeds on the sale of Class A Bonds and (ii) 4.50% of gross offering proceeds on the sale of Class B Bonds, (b) a managing broker-dealer fee of up to 2.00% of the gross proceeds of the offering, (c) a reallowance 1.00% of gross proceeds from the certain sales of the Bonds, and (d) wholesaling fee of 0.50% of gross offering proceeds on the sale of Class B Bonds, or, collectively, Selling Commissions and Expenses. All Selling Commissions and Expenses will be paid to IAA as our managing broker-dealer, who may reallow all or any portion of the selling commissions and reallowance to Selling Group Members. Selling Commissions and Expenses will not exceed 8.0% of the gross proceeds of the Class A Bonds or Class B Bonds. See “Use of Proceeds” and “Plan of Distribution” for more information.

 

(2) The table above does not include organizational and offering expenses, or O&O Expenses, estimated to be 2.00% of offering proceeds ($1,000,000 at the Maximum Offering Amount).

 

(3) All figures are rounded to the nearest dollar.

_________

 

 

Generally, no sale may be made to you in the offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

An investment in the Bonds is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Currently, there is no market for the Bonds being offered, nor does our company anticipate one developing. Prospective investors should carefully consider and review that risk as well as the RISK FACTORS beginning on page 11 of this offering circular.

  

THE SEC DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE COMMISION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 

FORM 1-A DISCLOSURE FORMAT IS BEING FOLLOWED. 

 

 

 

 

 

TABLE OF CONTENTS

 

ABOUT THIS OFFERING CIRCULAR	1
OFFERING CIRCULAR SUMMARY	2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	10
RISK FACTORS	11
USE OF PROCEEDS	22
PLAN OF DISTRIBUTION	24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
GENERAL INFORMATION ABOUT OUR COMPANY	35
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	40
ERISA CONSIDERATIONS	43
DESCRIPTION OF BONDS	45
LEGAL PROCEEDINGS	51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	52
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS	53
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	55
INDEPENDENT AUDITORS	56
LEGAL MATTERS	57
WHERE YOU CAN FIND ADDITIONAL INFORMATION	58

 

 

 

 

 

 

 

ABOUT THIS OFFERING CIRCULAR

 

The information in this offering circular may not contain all of the information that is important to you. You should read this entire offering circular and the exhibits carefully before deciding whether to invest in the Bonds. See “Where You Can Find Additional Information” in this offering circular.

 

Unless the context otherwise indicates, references in this offering circular to the terms “company,” “we,” “us,” and “our,” refer to Lighthouse Life Capital, LLC, a Delaware limited liability company, and the term “our predecessor” refers to the combined operations of Lighthouse Life Solutions, LLC, a Delaware limited liability company, and Lighthouse Life Direct, LLC, a Delaware limited liability company.

 

References to a “Lawful Policyowner” refer to the owner of a life insurance policy obtained in accordance with applicable laws and the terms of the life insurance policy through (a) the initial purchase of the policy by persons with insurable interest in the individual insured under the policy, or (b) the acquisition of a policy through the assignment, bequest, gift, sale or other transfer executed under the terms of the policy, including but not necessarily limited to the contract’s assignment, change of ownership, and/or change of beneficiary clauses.

 

References to a “Lawful Purchaser” refer to purchaser of a life insurance policy from a Lawful Policyowner in accordance with applicable laws and the terms of the policy.

 

  

OFFERING CIRCULAR SUMMARY

 

This summary highlights information contained elsewhere in this offering circular. This summary does not contain all of the information that you should consider before deciding whether to invest in the Bonds. You should carefully read this entire offering circular, including the information under the heading “Risk Factors” and all information included in this offering circular.

 

Our Company, Lighthouse Life Capital, LLC, a Delaware limited liability company, was formed on July 8, 2020, to continue and grow the business of our predecessor, to originate and acquire life insurance policies through the highly regulated life settlement market for the benefit of purchasers of those policies. In addition to other sources of revenue described below, our company, through its subsidiaries, receives fees from purchasers and/or a share of purchasers’ profits on the acquired policies (above a certain target return threshold) in exchange for our company’s services.

 

A life settlement is the sale of a life insurance policy by the Lawful Policyowner to a Lawful Purchaser of the policy; this includes the sale of life insurance policies insuring the lives of individuals who have been diagnosed as terminally ill or chronically ill, also known as viatical settlements. The life settlement asset class and the returns generated by the origination, acquisition, sale and/or maturity of life insurance policies are generally uncorrelated to traditional asset classes (stocks, bonds, real estate and commodities). As such, life settlements have been utilized to diversify portfolios and generate non-correlated yield.

 

We generate substantially all of our revenues through our wholly owned subsidiaries, Lighthouse Life Solutions, LLC (“Lighthouse Life Solutions”) and Lighthouse Life Direct, LLC (“Lighthouse Life Direct”). We acquired Lighthouse Life Solutions and Lighthouse Life Direct from our sole member, LHL Strategies, Inc. (“LHLS”) on July 8, 2020.  The combined operations of Lighthouse Life Solutions and Lighthouse Life Direct are considered our predecessor.

 

Through Lighthouse Life Solutions, the company originates and acquires life insurance policies from Lawful Policyowners for the benefit of purchasers. We employ a single-brand marketing strategy to market and advertise life settlements (a) to a wide range of financial professionals, such as insurance producers and financial advisors and (b) directly to life insurance policyowners and others.

 

Our principal executive offices are located at 1100 Hector Street, Suite 415, Conshohocken, PA 19428, and our telephone number is 445-200-5650.

 

Our company, through Lighthouse Life Solutions, is an originator of life insurance policies. Lighthouse Life Solutions is currently a licensed buyer of policies, known as a life settlement provider, in 23 states. In states we are not licensed, Lighthouse Life Solutions has relationships with other licensed entities for the origination and purchase of life insurance policies, which expands our ability to originate life insurance policies to additional states. Eight states do not require a license to originate and/or acquire life insurance policies. In total, we currently can engage in the origination and/or acquisition of life insurance policies in 41 states, plus the District of Columbia, in which approximately 94 percent of the US population resides. Lighthouse Life Solutions currently has applications for life settlement provider licenses pending with a number of state insurance departments and we expect to continue to apply for and obtain additional life settlement provider licenses in the future.

 

Lighthouse Life Solutions receives potential life settlement opportunities from several sources, including:

 

 

 

We currently generate revenues from three sources:

 

 

We may, in the future, generate revenues from the following additional sources related to the acquisition of policies using our own funds:

 

 

See “General Information About Our Company – Business Strategy”

 

Our company is managed by its sole member, LHLS, and its management team, who are also our executive officers. Each member of our management team has over 18 years of senior management experience in the business of life settlements, life insurance, financial services and finance. Michael D. Freedman, our chief executive officer, previously served as president of GWG Holdings, Inc. and its subsidiary life settlement provider, GWG Life, LLC, or GWG, during which time GWG became the second most active company in the industry, based on the number of policies purchased and the net death benefit of policies purchased1. Prior to that, Michael led the life settlement market’s legal and regulatory development while at Coventry First LLC (“Coventry”). Andrew M. Brecher, our chief operating officer, has over 20 years of experience in the life settlement market, specializing in technology and security, and was previously the chief information officer at Coventry. Michael L. Coben, our chief distribution and business development officer, has more than 30 years of expertise in building strategic alliances managing wholesaling teams in life insurance, annuities and life settlement distribution. For 13 years he led national sales as SVP, National Distribution at Coventry. Jennifer Felice Breen is the Chief Financial Officer. Jennifer has over 20 years of expertise in financial services and was previously employed at Resource Real Estate in Philadelphia, PA, serving as Vice President and Chief Accounting Officer for the non-traded REIT’s. Leslie W. Logsdon is the Chief Investment Officer. Les has more than 30 years of expertise in finance, insurance, and investments and was previously with CMG Life Services, a life settlement company, for 10 years as the Director of Operations. The company’s founders, together with their senior management team, have over 100 years of collective experience in life settlements, life insurance, financial services and finance.

  

_________________

1 The Deal - Life Settlement League Tables: 2017

 

The following summarizes the relationship of the foregoing entities:

 

 

Our company has no employees. All of our operations will be performed by employees of LHLS, our sole member. We anticipate that distributions of cash will be made from us to LHLS, in amounts as determined by LHLS, as our sole member, and that such amounts will be at least sufficient to pay all expenses and liabilities of our sole member. As our sole member, LHLS, through its board of directors, will control our company. LHLS and its subsidiaries are subject to certain operating restrictions related to covenants in the agreements governing outstanding indebtedness of LHLS, including a requirement that LHLS’ lender consent to any other financing or creation of any liens on the assets of LHLS or any of its subsidiaries, including our company. LHLS’ lender has consented to this offering.

 

The Offering. We are offering to investors the opportunity to purchase up to an aggregate of $50,000,000, of Class A Bonds and Class B Bonds. See “Plan of Distribution - Who May Invest” for further information. The offering will terminate on the earliest of: (i) the date we sell the Maximum Offering Amount; (ii) December 30, 2022; or (iii) such date upon which we determine to terminate the offering, in our sole discretion. Notwithstanding the previous sentence, we have the right to extend this offering beyond the second anniversary of the date of qualification for an additional year. We commenced the sale of the Bond in February 2021. As of December 29, 2021, we had sold 9,946 Class A Bonds and 5,539 Class B Bonds for an aggregate of $15.5 million in proceeds in this offering.

 

Our company will conduct closings in this offering on the first and third Thursday of each month or the “closing dates,” and each, a “closing date,” until the offering termination. Once a subscription has been submitted and accepted by the company, an investor will not have the right to request the return of its subscription payment prior to the next closing date. If subscriptions are received on a closing date and accepted by the company prior to such closing, any such subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the company prior to such closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur on the same day as each closing date. On each closing date, offering proceeds for that closing will be disbursed to us and Bonds will be issued to investors, or the “Bondholders.” If the company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the subscriber. The offering is being made on a best-efforts basis through IAA, our underwriter and Managing Broker-Dealer.

 

 

Issuer		Lighthouse Life Capital, LLC, a Delaware limited liability company.
Securities Offered		Maximum – $50,000,000, aggregate principal amount of the Bonds, with sales of Class B Bonds limited to $30,000,000, in the aggregate.   As of December 29, 2021, we had sold 9,946 of Class A Bonds and 5,539 of Class B Bonds for an aggregate of $15.5 million in proceeds in this offering.
Maturity Date		The Class A Bonds and Class B Bonds will each be offered serially, over a maximum period of two years (subject to extension) beginning on December 30, 2020 with the sole difference between the series being their respective maturity dates. Each series of Class A Bonds will mature on the fifth anniversary of the issuance date of such series and each series of Class B Bonds will mature on the third anniversary of the issuance date of such series.   Upon maturity, and subject to the terms and conditions described in this offering circular, the Bonds will be automatically renewed at the same interest rate and for the same term, unless redeemed upon maturity at our or your election. Each such renewal would constitute a new offering for the purpose of the registration requirements of the Securities Act and, as such, would be required to be registered or conducted pursuant to an exemption from registration. Any such subsequent offering conducted pursuant to Regulation A would count against the aggregate dollar limitations in Rule 251(a) of Regulation A. If the Bonds are not renewed and without the consent of the Bondholders, we may elect to extend the maturity date of the Bonds for an additional six months to facilitate the redemption of the Bonds. See “Description of Bonds – Maturity and Renewal” for more information.
Interest Rate		Class A Bonds – 8.5% per annum computed on the basis of a 360-day year. Class B Bonds – 6.5% per annum computed on the basis of a 360-day year.
Interest Payments		Commencing on the 15th day of the month, or the next business day, if the 15th is a weekend or a holiday, following the issuance of such Bond and continuing monthly until its maturity date. Interest will accrue and be paid on the basis of a 360-day year consisting of twelve 30-day months. Interest on each Bond will accrue and be cumulative from the end of the most recent interest period for which interest has been paid on such Bond, or if no interest has paid, from the date of issuance.
Offering Price		$1,000 per Bond.
Ranking		The Bonds are senior unsecured indebtedness of our company. They rank equally with our other senior unsecured indebtedness and structurally subordinated to all indebtedness of our subsidiaries. The Bonds would rank junior to any of our secured indebtedness; however, we have covenanted not to incur any secured indebtedness or other indebtedness that would be senior to the Bonds or to permit our subsidiaries to incur any indebtedness.
Use of Proceeds		We estimate that the net proceeds we will receive from this offering will be approximately $45,000,000 if we sell the Maximum Offering Amount, after deducting O&O Expenses, selling commissions and fees payable to our managing broker-dealer and Selling Group Members.   We plan to use substantially all of the net proceeds from this offering for working capital, general corporate purposes, including distribution to our sole member for the payment of its expenses and liabilities related to the formation of our business and other expenses related to originating and acquiring life insurance policies, marketing and advertising life settlements, and paying interest and principal on the Bonds. A portion of the net proceeds will be used by our subsidiaries to finance the acquisition of life insurance policies and we will contribute such proceeds to them to fulfill these purposes. See “Use of Proceeds” for additional information.

 

 

Certain Covenants		We will issue the Bonds under an indenture, or the Indenture, dated February 3, 2021 and supplemented by that First Supplemental Indenture dated February 17, 2021 (collectively, the “Indenture”). The Indenture contains covenants that limit our ability to incur, or permit our subsidiaries to incur, third-party indebtedness that would be senior to the Bonds, whether secured or unsecured, unless all of the net proceeds of such indebtedness, are used for the repayment of the Bonds. Further, we are prohibited from selling any equity interest in any of our subsidiaries, or causing any of our subsidiaries to issue new equity to any third party, unless the net proceeds of such sale or issuance are used for the repayment of the Bonds.   Pursuant to the Indenture, we are also required to maintain a bond service reserve equal to 3% of the net proceeds raised in this Offering, or the Bond Service Reserve, which will be used for payment of interest on the Bonds. The funds subject to the Bond Service Reserve will be made available to the company for general business purposes, one year following the termination of the Offering. See “Description of Company’s Securities Certain Covenants” in this Offering Circular.
Redemption at the Option of the Bondholder		Redemptions made pursuant to the Optional Redemption of the Bonds for Class A Bonds shall be at a price per Class A Bond equal to: (i) $915 plus any accrued but unpaid interest on the Bond if the notice is received on or between the dates that are 0 and 12 months following the date of issuance of the Bond to be redeemed; (ii) $920 plus any accrued but unpaid interest on the Bond if the notice is received after the date that is 13 months and on or before the date that is 24 months following the date of issuance of the Bond to be redeemed;(iii) $925 plus any accrued but unpaid interest on the Bond if the notice is received after the date that is 25 months and on or before the date that is 36 months following the date of issuance of the Bond to be redeemed; and (iv) $930 plus any accrued but unpaid interest on the Bond if the notice is received after the date that is 37 months and on or before the date that is 48 months following the date of issuance of the Bond to be redeemed; and (v) $935 plus any accrued but unpaid interest on the Bond if the notice is received after the date that is 49 months and on or before the date that is 60 months following the date of issuance of the Bond to be redeemed. Redemptions made pursuant to the Optional Redemption of the Bonds for Class B Bonds shall be at a price per Bond of $915 plus any accrued but unpaid interest on the Bond.   Our obligation to redeem Bonds in any given year pursuant to this redemption is limited to 10% of the outstanding principal balance of the Bonds, in the aggregate, on the most recent of January 1st, April 1st, July 1st or October 1st of the applicable year while the Offering is open, and January 1st of the applicable year, following the offering termination. In addition, any Bonds redeemed as a result of a Bondholder's right upon death, disability or bankruptcy, will be included in calculating the 10% Limit and will thus reduce the number of Bonds, in the aggregate, to be redeemed pursuant to the redemption. Bond redemptions will occur in the order that notices are received. Any redemptions in excess of the 10% Limit (not including death, disability or bankruptcy claims), will be carried over to the next calendar year and redeemed at such time unless such carryover redemptions would exceed the 10% Limit for the new calendar year in which case they will be carried over to successive calendar years until redeemed; provided, however that if, during the pendency of the Offering, the 10% Limit is adjusted upward at the beginning of any succeeding calendar quarter, then such carried over redemptions will be redeemed as of such adjustment to extent they do not exceed the then in effect 10% Limit. We are not required to establish a sinking fund or reserve for the redemption of Bonds and our ability to redeem Bonds will be subject to the availability of cash or other financing sources and cannot be assured.
Redemption at the Option of the Company		The Bonds may be redeemed at our option at no penalty. If the Bonds are renewed for an additional term, we may redeem the Bonds at any time during such renewal period. Any redemption will occur at a price equal to the then outstanding principal amount of the Bonds, plus any accrued but unpaid interest. For the specific terms of the Optional Redemption, please see “Description of Bonds – Optional Redemption” for more information.

 

 

Redemption Upon Death, Disability or Bankruptcy		Within 60 days of the death, disability or bankruptcy of a Bondholder who is a natural person, the estate of such Bondholder, or legal representative of such Bondholder may request that we repurchase, in whole but not in part and without penalty, the Bonds held by such Bondholder by delivering to us a written notice requesting such Bonds be redeemed. Redemptions due to death, disability or bankruptcy shall count towards the annual 10% Limit on redemptions described above; provided, however, that any redemptions pursuant to death, disability or bankruptcy shall not be subject to the 10% Limit. Any such request shall specify the particular event giving rise to the right of the holder or beneficial holder to redeem his or her Bonds. If a Bond is held jointly by natural persons who are legally married, then such request may be made by (i) the surviving Bondholder upon the death of the spouse, or (ii) the disabled Bondholder (or a legal representative) upon disability of the spouse. In the event a Bond is held together by two or more natural persons that are not legally married, neither of these persons shall have the right to request that the company repurchase such Bond unless each Bondholder has been affected by such an event.
		Disability shall mean with respect to any Bondholder or beneficial holder, a determination of disability based upon a physical or mental condition or impairment arising after the date such Bondholder or beneficial holder first acquired Bonds. Any such determination of disability must be made by any of: (1) the Social Security Administration; (2) the U.S. Office of Personnel Management; or (3) the Veteran’s Benefits Administration, or the Applicable Governmental Agency, responsible for reviewing the disability retirement benefits that the applicable Bondholder or beneficial holder could be eligible to receive.   Bankruptcy shall mean, with respect to any Bondholder the final adjudication related to (i) the filing of any petition seeking to adjudicate the Bondholder bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Bondholder or such Bondholder’s debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for such Person or for any substantial part of its property, or (ii) without the consent or acquiescence of such Bondholder, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or other similar relief under any bankruptcy, liquidation, dissolution, or other similar statute, law, or regulation, or, without the consent or acquiescence of such Bondholder, the entering of an order appointing a trustee, custodian, receiver, or liquidator of such Bondholder or of all or any substantial part of the property of such Bondholder which order shall not be dismissed within ninety (90) days.

 

		Subject to the annual cap on redemptions, upon our receipt of a redemption request in the event of death, disability or bankruptcy of a Bondholder, we will designate a date for the redemption of such Bonds, which date shall not be later than 90 days after we receive documentation and/or certifications establishing (to the reasonable satisfaction of the company) the right to be redeemed. On the designated date, we will redeem such Bonds at a price per Bond that is equal to all accrued and unpaid interest, to but not including the date on which the Bonds are redeemed plus the then outstanding principal amount of such Bond.
Default		The Indenture governing the Bonds will contain events of default, the occurrence of which may result in the acceleration of our obligations under the Bonds in certain circumstances. Events of default, other than payment defaults, will be subject to our company's right to cure within a certain number of days of such event of default. Our company will have the right to cure any payment default within 60 days before the trustee may declare a default and exercise the remedies under the Indenture. See “Description of Bonds - Event of Default” for more information.

 

 

Form		The Bonds purchased through a participant in the Depository Trust Company, or DTC, will be evidenced by global bond certificates deposited with a nominee holder, either DTC or its nominee Cede & Co. Bonds purchased directly will be registered in book-entry form only on the books and records of UMB Bank, N.A. in the name of Phoenix American Financial Services, Inc. (“Phoenix American”) as record holder of such Bonds for the benefit of such direct purchasers. See "Description of Bonds - Book-Entry, Delivery and Form" for more information.
Denominations		We will issue the Bonds only in denominations of $1,000.

 

Payment of Principal and Interest		Principal and interest on the Bonds will be payable in U.S. dollars or other legal tender, coin or currency of the U.S.
Future Issuances		We may, from time to time, without notice to or consent of the Bondholders, increase the aggregate principal amount of any series of the Bonds outstanding by issuing additional bonds in the future with the same terms of such series of Bonds, except for the issue date and offering price, and such additional bonds shall be consolidated with the applicable series of Bonds and form a single series.
Securities Laws Matters:		The Bonds being offered are not being registered under the Securities Act in reliance upon exemptions from the registration requirements of the Securities Act and such state securities laws and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom. In addition, the company does not intend to be registered as an investment company under the Investment Company Act of 1940, as amended.
Trustee, Registrar and Paying Agent		We have designated UMB Bank, N.A. as paying agent and Phoenix American Financial Services, Inc., a California corporation as co-paying agent in respect of Bonds registered to it as record holder. UMB Bank, N.A. will also act as trustee under the Indenture and registrar for the Bonds. As such, UMB Bank, N.A. will make payments on the Bonds to DTC or to Phoenix American (who will forward such payments to the applicable Bondholders). The Bonds will be issued in book-entry form only, evidenced by global certificates, as such, payments are being made to DTC, its nominee or to Phoenix American.
Governing Law		The Indenture and the Bonds will be governed by the laws of the State of Delaware.
Material Tax Considerations		You should consult your tax advisors concerning the U.S. federal income tax consequences of owning the Bonds in light of your own specific situation, as well as consequences arising under the laws of any other taxing jurisdiction.

 

 

Risk Factors

An investment in the Bonds involves certain risks. You should carefully consider the risks above, as well as the other risks described under “Risk Factors” of this offering circular before making an investment decision. The risks discussed herein include:   ● our ability to fulfill our obligations to make interest and principal payments under the Bonds and our ability to satisfy redemption requests;   ● our critical reliance on the funds raised from this Offering to grow our business to a size sufficient to generate cash to fulfill our obligations under the Bonds;   ● our predecessor’s limited operating history and history of operating losses;   ● our ability to execute our business plan in the emerging market for life settlements which has low consumer awareness and has suffered from negative publicity and uncertainty. Accordingly, our prospects may be adversely affected by lack of growth, increased competition or other changes in the life settlement market;   ● our ability to engage and retain purchasers of the policies we originate and acquire in sufficient volumes and attendant revenue from fees and profit sharing;   ● changes in the economy, financial and credit markets that affect the overall demand for and ability of purchasers to purchase life insurance policies we originate and acquire, such as a prolonged economic recession caused by COVID-19 or other factors, rising inflation, continued market volatility among others;   ● our reliance on information provided and obtained by third parties including changes in underwriting factors and methodologies and the risk that insureds may live longer than anticipated;   ● federal, state statutory and regulatory matters, and FINRA requirements;

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This offering circular contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "outlook," "seek," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash flows, liquidity and prospects include, but are not limited to, the factors referenced in this offering circular, including those set forth below.

 

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this offering circular. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this offering circular. The matters summarized below and elsewhere in this offering circular could cause our actual results and performance to differ materially from those set forth or anticipated in forward-looking statements. Accordingly, we cannot guarantee future results or performance. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements after the date of this offering circular, whether as a result of new information, future events or otherwise.

 

 

RISK FACTORS

 

An investment in the Bonds is highly speculative and is suitable only for persons or entities that are able to evaluate the risks of the investment. An investment in the Bonds should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should consider the following risks before making a decision to purchase the Bonds. To the best of our knowledge, we have included all material risks to investors in this section.

 

Risks Related to the Bonds and to this Offering

 

The Bonds are not obligations of our subsidiaries and are subordinated to all of the liabilities of the company’s subsidiaries, if any. Such subordination increases the risk that we will be unable to meet our obligations on the Bonds.

     

The Bonds are obligations of the company exclusively and not of any of our subsidiaries. The Bonds are also effectively subordinated to all of the liabilities of the company’s subsidiaries, to the extent of their assets, since they are separate and distinct legal entities with no obligation to pay any amounts due under the company’s indebtedness, including the Bonds, or to make any funds available to make payments on the Bonds. The company’s right to receive any assets of any subsidiary in the event of a bankruptcy or liquidation of the subsidiary, and therefore the right of the company's creditors, including holders of the Bonds, to participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors, in each case to the extent that the company is not recognized as a creditor of such subsidiary. In addition, even where the company is recognized as a creditor of a subsidiary, the company’s rights as a creditor with respect to certain amounts are subordinated to other indebtedness of that subsidiary, including secured indebtedness to the extent of the assets securing such indebtedness.

 

Some significant restructuring transactions that may adversely affect Bondholders may not constitute a Change of Control/Repurchase Event under the Indenture, in which case we would not be obligated to offer to repurchase the Bonds.

 

Some restructuring transactions that result in a change in control may not qualify as a Repurchase Event under the Indenture; therefore, Bondholders will not have the right to repurchase their Bonds, even though the company is under new management. These transactions are limited to those which cause a non-affiliate of the Company to gain voting control. For example, if our Sole Member determined to cause the Company to become Manager-Managed by a third-party, the change in control would not qualify as a Repurchase Event under the Indenture. Upon the occurrence of a transaction which results in a change in control of the company, Bondholders will have no voting rights with respect to such a transaction. In the event of any such transaction, Bondholders would not have the right to require us to repurchase their Bonds, even though such a transaction could increase the amount of our indebtedness, or otherwise adversely affect the Bondholders.

 

The Bonds will limit but do not eliminate our ability to incur additional debt which could negatively impact Bondholders.

 

The Indenture contains covenants that limit our ability to incur, or to permit our subsidiaries to incur, third-party indebtedness except with respect to the issuance of Bonds in this offering and with respect to the issuance of indebtedness, the net proceeds of which is used exclusively to pay off the Bonds. In the event we are in violation of the covenant, incur debt pursuant to a waiver of the Indenture, or otherwise, that debt may be senior to Bondholders.

  

 

 

We are not limited in the amount of distributions we may make to our parent and sole member, LHLS.

 

Neither the Indenture nor the forms of Bonds contain any covenant limiting the ability of LHLS to cause us to make distributions of cash from us to LHLS in respect of LHLS’ 100% membership interest in us. We anticipate that distributions of cash will be made from us to LHLS, in amounts as determined by LHLS, as our sole member, and that such amounts will be at least sufficient to pay all expenses and liabilities of our sole member. We believe such distributions to be necessary; however, amounts distributed to LHLS will not be available to us to make payments of interest or principal or to fund redemption requests on the Bonds.

 

Our company objectives critically rely on the amount of funds raised in this offering.

 

While we believe it is possible to achieve our objectives regardless of the amount of the raise, it will be significantly more difficult to do so if we sell fewer Bonds than we anticipate. Such a result may negatively impact our ability to originate and acquire life insurance policies at projected volumes, which may decrease our ability to service and repay our debt when and as it comes due, including honoring redemptions on the Bonds. Additionally, if we are successful raising capital, we cannot predict the amounts and timing of such raise. Therefore, we may have to adjust our business plan and such amendments may be suboptimal.

 

If we sell substantially less than all of the Bonds we are offering, the costs we incur to comply with the rules of the Securities and Exchange Commission, or the SEC, regarding financial reporting and other fixed costs (such as those relating to the offering) will be a larger percentage of our revenue and may reduce our financial performance and our ability to fulfil our obligations under the Bonds.

 

We expect to incur significant costs in maintaining compliance with the financial reporting for a Tier II Regulation A issuer and that our management will spend a significant amount of time assessing the effectiveness of our internal control over financial reporting. We do not anticipate that these costs or the amount of time our management will be required to spend will be significantly less if we sell substantially less than all of the Bonds we are offering. 

 

Upon maturity, unless redeemed at our or your election, the bonds will be automatically renewed at the same interest rate and for the same term.

 

Upon maturity, and subject to the terms and conditions described in this offering circular including registration or availability of an exemption from registration under the Securities Act, the Bonds will be automatically renewed at the same interest rate and for the same term, unless redeemed upon maturity at our or your election. As a result, if we do not elect to redeem Bonds at maturity, a Bondholder must affirmatively request redemption in accordance with the process set forth below under “Description of Bonds – Interest and Maturity.” If a Bondholder does not request redemption as prescribed then such Bondholders will not be repaid upon maturity and will be automatically renewed for another term, subject to the Bondholder’s ability to request redemption subject to limitations and penalties. See “Description of Bonds - Optional Redemption at Election of Bondholder” for more information.

 

Redemption requests of Bonds at the option of the Bondholder will be limited by the 10% Limit and to the extent they are accepted, will be subject to financial penalties for early redemption.

 

While the Bonds carry an early redemption right and a redemption right in the event of death, disability or bankruptcy of the Bondholder, redemptions are subject to an annual 10% redemption limit. As a result, requests for redemption from Bondholders may be rejected by the Company. Additionally, with respect to redemptions at the option of the Bondholders, except for death, disability or bankruptcy, early redemption penalties of between 6.5% and 8.5% based on when Bonds are redeemed, for Class A Bonds and 8.5% for Class B Bonds will apply, which will adversely affect Bondholders seeking to redeem Bonds prior to maturity.

 

 

Redemption requests for Bonds at the option of the Bondholder or in the event of death, disability or bankruptcy of a Bondholder may have an adverse effect on the company’s overall growth and ability to fulfil our obligations on the Bonds.

 

The Bonds carry an early redemption right and a redemption right in the event of death, disability or bankruptcy of the Bondholder. As a result, one or more Bondholders may elect to have their Bonds redeemed prior to maturity. In such an event, we may not have access to the necessary cash to redeem such Bonds. Additionally, any cash used to satisfy such redemption requests will be diverted from cash required to fund the continued growth of the company. Accordingly, the use of funds towards redemptions could result in the company’s inability to meet projected growth targets, which could, in turn, limit the company’s ability to make interest and principal payments to Bondholders.

 

Our trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request, order or direction of any of the Bondholders, pursuant to the provisions of the Indenture, unless such Bondholders shall have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby.

 

The Indenture governing the Bonds provides that in case an event of default occurs and not be cured, the trustee will be required, in the exercise of its power, to use the degree of care of a reasonable person in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Bondholder, unless the Bondholder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

 

 There is no established trading market for the Bonds and we do not expect one to develop. Therefore, Bondholders may not be able to resell them for the price that they paid or sell them at all.

 

Prior to this offering, there was no active market for the Bonds and we do not expect one to develop. We do not have any present intention to apply for a quotation for the Bonds on an alternative trading system or over the counter market and even if we obtain that quotation in the future, we do not know the extent to which investor interest will lead to the development and maintenance of a liquid trading market. Further, the Bonds will not be quoted on an alternative trading system or over the counter market until after the termination of this offering, if at all. Therefore, investors will be required to wait until at least after the final termination date of this offering for such quotation. The initial public offering price for the Bonds has been determined by us. You may not be able to sell the Bonds you purchase at or above the initial offering price or sell them at all.

 

Alternative trading systems and over the counter markets, as with other public markets, may from time to time experience significant price and volume fluctuations. As a result, if the Bonds are listed on such a trading system, the market price of the Bonds may be similarly volatile, and Bondholders may from time to time experience a decrease in the value of their Bonds, including decreases unrelated to our operating performance or prospects. The price of the Bonds could be subject to wide fluctuations in response to a number of factors, including those listed in this "Risk Factors" section of this offering circular. No assurance can be given that the market price of the Bonds will not fluctuate or decline significantly in the future or that Bondholders will be able to sell their Bonds when desired on favorable terms, or at all. Further, the sale of the Bonds may have adverse federal income tax consequences.

 

We rely on IAA, our managing broker-dealer, to sell the Bonds pursuant to this offering. If our managing broker-dealer is not able to market the Bonds effectively, we may be unable to raise sufficient proceeds to meet our business objectives.

 

We have engaged IAA to act as our underwriter and managing broker-dealer for this offering. We rely on our managing broker-dealer to use its best efforts to sell the Bonds offered hereby.  If our managing broker-dealer is not able to market the Bonds effectively, it would be challenging and disruptive to locate an alternative managing broker-dealer for this offering. Without an effective effort to sell the Bonds, our ability to originate and acquire life insurance policies may be limited, which could affect our ability to meet revenue projections, which in turn, could limit the company’s ability to make interest and principal payments to Bondholders. See “Our company objectives critically rely on the amount of funds raised in this offering.”

 

 

We may redeem all or any part of the Bonds that have been issued before their maturity, and you may be unable to reinvest the proceeds at either the same or a higher rate of return.

 

We may redeem all or any part of the outstanding Bonds prior to maturity. See “Description of Bonds - Optional Redemption” for more information. If redeemed, you may be unable to reinvest the money you receive in the redemption at a rate that is equal to or higher than the rate of return on the Bonds.

 

Risks Related to Our Business and Our Industry

 

We have a limited history of operations and a history of operating losses. Consequently, our future earnings and cash flows, if any, may be volatile, resulting in future losses and uncertainty about our ability to fulfil our obligations under the Bonds including honoring redemption requests of the Bonds.

 

We are a company with a limited history, which makes it difficult to accurately forecast our earnings and cash flows. We had a net loss of approximately $4.8 million and $964,786, respectively for the fiscal year ended September 30, 2021 and the period from inception through September 30, 2020. Our limited history, our history of operating losses and the evolving nature of our market make it likely that there are risks inherent in our business that are yet to be recognized by us or others, or not fully appreciated, and that could result in us earning less than we anticipate or suffering further losses. As a result of the foregoing, an investment in the Bonds necessarily involves significant uncertainty about the stability of our earnings and cash flows, if any, and, ultimately, our ability to service and repay our debt. Accordingly, there is a significant risk that you could lose your entire investment.

 

A Substantial portion of our historical revenues were generated from one source.

 

A substantial portion of our historical revenue was derived from certain fees and profit sharing paid pursuant to a Letter Agreement (as defined herein) related to Lighthouse Life Solutions’ acquisition of life insurance policies for the applicable trust series of Merlion Park Trust (the “Merlion Trust”). Although the Merlion Trust has a right of first refusal pursuant to the Letter Agreement (as defined herein). (“See “General Information About Our Company – Business Strategy”), it has no obligation to purchase policies that we originate, and in the event the Merlion Trust chooses to no longer purchase policies or purchase fewer policies from us, our revenue would be adversely affected as we cannot guarantee we would be able to earn sufficient revenues from other purchasers, which would limit our ability to fulfill our obligations under the Bonds. However, we are not aware of any intention on the part of Merlion Trust to reduce their historical acquisitions of policies through our company.

 

We are controlled by our sole member and Bondholders will have no control over changes in our strategies, policies and day-to-day operations, which lack of control increases the uncertainty and risks you face as an investor in the Bonds. In addition, we may change our strategies and operational policies without your approval.

 

 You should not purchase Bonds unless you are willing to entrust all aspects of the day-to-day management to the board of directors and executive officers of our sole member, LHLS. As a Bondholder, you will not have any voting rights under our operating agreement. Specifically, our sole member is controlled by Michael Freedman, Andrew Brecher, and Michael Coben, who together also comprise the board of directors of our sole member, and as a result, they will be able to exert significant control over the operations of our sole member, and in turn, the operations of the company.  The board of directors of our sole member has exclusive control over the operations of our company. As a result, we are dependent on the board of directors of our sole member to properly manage our sole member and in turn, the company. None of our sole member, our executive officers or the board of directors of our sole member have any fiduciary duty to bondholders.

  

 

LHLS, our sole member, has entered into agreements governing outstanding indebtedness which provide certain consent rights to our sole member’s senior lender which may adversely affect Bondholders.

 

LHLS and its subsidiaries are subject to certain operating restrictions related to covenants in the agreements governing outstanding indebtedness of LHLS, including a requirement that LHLS’ lender consent to any other financing or creation of any liens on the assets of LHLS or any of its direct or indirect subsidiaries. This consent right is expected to expire with final maturity of LHLS’ indebtedness on July 27, 2025; provided that if the LHLS indebtedness is not fully paid at maturity or is otherwise extended then such consent right will remain in effect until such indebtedness is repaid. While LHLS’ lender has consented to this offering, these consent rights may limit the ability of our company and its subsidiaries to procure future financing which may inhibit the growth of our company or the ability of our company to refinance, if necessary, the Bonds. Further, in the event LHLS was in violation of the aforementioned covenants, it could be subject to litigation with respect to the agreements, which in turn could adversely affect its and its personnel’s ability to manage our company.

 

The inability of our sole member to hire and retain key personnel could delay or hinder implementation of our business strategies, which could impair our ability to fulfil our obligations under the Bonds and could reduce the value of your investment.

 

Our success depends to a significant degree upon the contributions of our sole member’s management team and highly skilled personnel. While our sole member has employment agreements with its executive officers, if any of them were to cease their affiliation with our sole member, it may be unable to find suitable replacements, and our operating results could suffer. Competition for highly skilled personnel is intense, our sole member may be unsuccessful in attracting and retaining such highly skilled personnel. If our sole member loses or is unable to obtain the services of highly skilled personnel, the ability of our sole member to facilitate implementation of our strategies could be delayed or hindered, and our ability to pay obligations on the Bonds may be materially and adversely affected.

 

 Material changes in the life settlement market, a relatively new and evolving market, may adversely affect our operating results, business prospects and our ability to repay our obligations under the Bonds.

 

Our sole business is to originate and acquire life insurance policies through the highly regulated life settlement market for the benefit of purchasers of those policies. The life settlement market is a relatively new and evolving market. The success of our business and our ability to repay the principal and interest on our obligations, including the Bonds, depends in large part on the continued development of the life settlement market, and, in part, the solvency of life insurance companies to pay the face value of the life insurance benefits, both of which will critically impact the performance of the life insurance assets we currently own and acquire in the future. We expect that the development of the life settlement market will primarily be impacted by a variety of factors such as the interpretation of existing laws and regulations, the adoption or amendment of statutes and regulations, and the addressable market. Importantly, all of the factors that we believe will significantly affect the development of the life settlement market are beyond our control. Any material and adverse development in the life settlement market, including the life insurance industry, could adversely affect our operating results, our business prospects and viability, our access to capital, our ability to repay our various obligations, including the Bonds. Because of this, an investment in the Bonds generally involves greater risk as compared to investments offered by companies with more diversified business operations in more established markets.

 

Our business and prospects may be adversely affected by changes, lack of growth, increased competition or other changes in the life settlement market.

 

The life settlement market and our operation within the market may be negatively affected by a variety of factors within and beyond our control, including:

 

 

 

 

 

 

 

 

The relatively new and evolving nature of the life settlement market in which we operate makes these risks unique and difficult to quantify. Nevertheless, contractions in the life settlement market, whether resulting from general economic conditions, regulatory or legal pressures or otherwise (including regulatory pressures exerted on us or others involved in the life settlement market or involved with participants in that market), could make participation in that market generally less desirable. This could, in turn, depress the prices at which life insurance policies are bought and sold.

 

Contestability and Validity of Life Insurance Policies.

 

Life insurance policies that we originate and acquire may be subject to contest by the issuing life insurance company.  If the insurance company successfully contests a policy, the policy will be rescinded and declared void. Additionally, pursuant to our origination agreements and pursuant to state insurance laws and the forms approved for use by state insurance departments, for each of the policies we acquire, we represent that to our knowledge, there were no misrepresentation or fraud by any insured, underlying seller, or person, including insurance agent, broker or producer with respect to that policy. As such, if a policy acquired by the company is deemed to be invalid following the acquisition of the policy by a purchaser, we could be subject to litigation in connection with such origination.

 

 Competition in the Life Settlement Market.  

 

The life settlement market is highly competitive and there are several substantial barriers to prevent new competitors from entering this market.  However, we expect to face competition from existing competitors and new market entrants in the future.  As a result, we may not be able to originate or acquire life settlement policies for purchasers on a commercially viable basis.

 

Risks related to the origination and acquisition of life settlement policies for the benefit of purchasers; our model relies on a sufficient number of purchasers for the policies we originate and acquire.

 

Our business model relies on relationships with purchasers that purchase the policies that our company originates and acquires. Our business model requires that we continually develop relationships with purchasers for the life insurance policies that we originate. While we currently have a sufficient number of such purchasers, as we grow, so will our need to develop additional relationships with purchasers. Any lack of relationships with purchasers will have a materially adverse effect on our business, which will limit our ability to continue operating the business and adversely affect our ability to fulfill our obligations under the Bonds to make interest and principal payments to Bondholders.

 

Changes in the economy, financial and credit markets that affect the overall demand for and ability of investors to finance life insurance policy purchases such as a prolonged economic recession caused by COVID-19 and related factors, rising inflation, continued market volatility and widespread loan defaults among others.

 

Life insurance policies are a financial asset and, as such, are impacted by macro-economic factors such as the economy, employment, and interest rates to name a few. The availability of credit is also a critical condition that impacts all financial assets including life insurance policies. Additionally, the life settlement market is a relatively new and niche market that comparatively few investors and lenders are aware of. Therefore, any adverse changes in the macro-economic factors that affect the availability of credit broadly may have a disproportionate impact on the life settlement market. This could have the effect of depressing demand or reducing the prices we receive for the life insurance policies we purchase and hold for resale or to maturity. If such conditions persist, it could have a material negative impact on our business, prospects and ability to fulfil the obligations under the bonds.

 

 

COVID-19 is a factor that has and could continue to result in the persistence of negative economic conditions that impact our business as described above. However, there remains significant uncertainty about the path of the virus and the pace of future economic growth in addition to the unknown secondary future impacts of these actions (national debt). As such, there can be no assurance that we will be execute our business and funding plans in the midst of COVID-19 and in the future if it persists.

 

Risks related with purchasing and holding life insurance policies until maturity, including the risk that insureds live longer than we anticipated, the requirement to fund on-going premium payments for a substantial period of time and various operating risks and costs associated with holding life insurance policies.

 

While our primary business is to originate and acquire life insurance policies for the benefit of purchasers, we may decide to purchase and own a certain number of policies to maturity. While we estimate a rate of return when we purchase the life insurance policy, the actual rate of return cannot be known prior to the mortality of the insured. The longer the insured lives, the lower the rate of return on the life insurance policy will be (and vice versa). The rate of return on any single life insurance policy held to maturity can be substantially less than zero. Additionally, any estimate of life expectancy is based upon available medical and actuarial data at the time of purchase that we generally rely on third parties to provide us with (see “If actuarial assumptions we obtain from third-party providers…”). Life insurance estimates on any single insured are inherently broad (not an exact date of mortality but rather a probability of mortality at any given date in the future) and there can be no assurance of the accuracy of such third-party estimates. We may also rely on alternative methods of obtaining life expectancy estimates including methods created by us or others on our behalf using a smaller or different data and analysis than that typically used in the market today. Additionally, it is possible that advanced in medical treatment and technology will result in insureds living longer than we anticipated at the time of purchase and such changes would have a material negative impact on our portfolio and business. Delays in the collection of the proceeds on a substantial number of life insurance policies we own, caused by the aforementioned or any other reason, could have a material adverse effect on the company’s financial results, which, in turn, may have a material adverse effect on the company’s ability to make payments to Bondholders.

 

Additionally, widespread cost of insurance rate increases imposed by life insurance companies on life insurance policies that we own will cause us to pay higher premiums for a longer period of time which will materially lower our rate of return. If the company is unable to make premium payments on a life insurance policy it owns due to liquidity issues or for any other reason, the life insurance policy could lapse worthless. Insurers may refuse to pay death benefits on certain life insurance policies on the basis that there was no “insurable interest” on the part of the owner of a life insurance policy at the time such policy was initially purchased. Therefore, we bear the risk that our underwriting procedures do not detect such insurable interest issues at the time of purchase. Finally, the company could incur substantial unplanned expenses in searching for mortality events and locating insureds and could experience substantial delays in collecting death benefits as a result, which would affect our rate of return and our prospects generally. “See “Contestability and Validity of Life Insurance Policies.”

 

Risks related with purchasing and holding life insurance policies for resale including the risk that we experience negative price changes prior to the sale of the policy resulting in lower realized gains (or realized losses) and less cash received from such sale.

 

While our primary business is to originate and acquire life insurance policies for the benefit of purchasers and the selling policyowner, we may decide to purchase and own a certain number of policies for later resale to a purchaser. Inherent in this strategy is the risk that a life insurance policy will decline in value while we own it and awaiting sale resulting in lower than anticipated realized gain (or realized losses) and less cash received from the sale of the policy than we anticipated. Declines in value during the holding period can result from changes in life expectancy estimates (either at the policy level or more broadly in the marketplace), cost of insurance rate increases imposed by life insurance companies on life insurance policies that we own, changes in interest rates, credit availability and other changes that affect the desire and ability of a purchaser of a life insurance policy.

 

 

Additionally, as our business grows it is likely that we will have a growing number of policies held for sale at any one point in time which will magnify this risk. While we will attempt to lessen this risk by limiting the holding period and engaging additional buyers, there can be no assurance that we will be able to do so. Negative price changes during the holding period could have a material negative impact on our business and ability to meet our obligations under the Bonds.

 

Our business necessarily requires us to materially rely on information provided or obtained from policyowners, insured individuals and other parties. Delays in obtaining information, failures to provide information, misinformation or negligence in such information from all such third parties could materially and adversely affect our ability to originate and acquire life insurance policies.

 

The acquisition of each life insurance policy is negotiated based on variables and particular information and facts that are unique to the life insurance policy itself, the policyowner and the individuals insured under each policy. The information and facts we obtain at the time that we are considering the acquisition of a life insurance policy are based, in part, on representations made by the policyowner and insured individuals under a life insurance policy to the insurance company and to our company, and information and facts the insurance company independently obtains related to the policies it issues, including information and representations concerning the health of the individuals insured under such life policies, and whether or not there was insurable interest by the owner of the policy when the policy was issued. Delays in obtaining information, failures to provide information, misinformation or negligence relating to a life insurance policy, the policyowner or individuals insured under such policies could materially and adversely impact our ability to originate and acquire life insurance policies for the benefit of purchasers and could, in turn, adversely affect our financial condition, results of operations, and the value of our Bonds.

 

If actuarial assumptions we obtain from third-party providers and rely on to calculate our expected returns on our investments in life insurance policies change, our operating results and cash flow could be adversely affected, as well as our ability to fulfil our obligations under the Bonds.

 

When we acquire a life insurance policy, the expected internal rate of return we calculate is based upon the probability of an insured’s mortality over an actuarial life expectancy estimate. We presently obtain these estimates from third-party medical-actuarial underwriting companies. In addition to actuarial life expectancies, we rely on a pricing and premium forecasting software model developed by a third-party actuarial firm for the valuation of policies we purchase, future mortality revenues, and the calculation of anticipated internal rates of return. These pricing models forecast the estimated future premiums due as well the future mortalities of insureds. We may also rely on alternative methods of obtaining life expectancy estimates including methods created by us or others on our behalf using a smaller or different data and analysis (referred to as “streamlined underwriting”) than that typically used in the market today. Inaccuracies in methodology or result, or errors and irregularities in receiving and interpreting life expectancy data and analysis received from third parties, could adversely affect our business and our ability to fulfil our obligations under the Bonds.

 

Our company, the life settlement market and life settlement transactions are subject to state laws and regulations, the amendment or adoption of new laws and regulations, or changes in the interpretation of such laws and regulations, which could negatively affect our business.

 

Our company, the life settlement market and life settlement transactions may become the subject of new government laws, rules and regulation that may impact our ability to originate and acquire life insurance policies. Our business subjects us to state insurance laws and regulations. States have adopted legislation and regulations from model laws adopted by the National Association of Insurance Commissioners and the National Conference of Insurance Legislators. Today, 43 states have laws and regulations governing life settlement transactions with residents of their states, which laws and regulations generally require, among other things: (a) licensing of purchasers and brokers of life insurance policies; (b) filing and approval of certain forms, agreements and advertising related to the origination and acquisition of a policy, (c) disclosure of certain prescribed information about life settlements, the individual life settlement transaction and other information; and (d) periodic reporting requirements. These state laws and regulations also regulate advertising of life settlements by licensed entities and by third-party advertisers.

 

 

State statutes typically provide state regulatory agencies with significant powers to interpret, administer and enforce the laws relating to the purchase of life insurance policies. State regulators have broad discretionary power and may impose new licensing requirements, interpret or enforce existing regulatory requirements in different ways or issue new administrative rules, even if not expressly authorized in statute. State regulators may also impose rules that are generally adverse to our market. We cannot, however, predict what any new regulation would specifically involve.

 

Any adverse change in laws or regulations, or their interpretation, in one or more states in which we operate could result in the curtailment or termination of our operations in such jurisdictions, or cause us to modify our operations in a way that adversely affects our profitability. Any such action could have a corresponding material and negative impact on our results of operations and financial condition, primarily through a material decrease in revenues, and could also negatively affect our general business prospects which in turn could affect our ability to repay and retire our debt to Bondholders.

 

If federal or state regulators or courts conclude that the purchase of life insurance policies constitutes, in all cases, a transaction in securities, it could materially impact our company’s ability to originate and acquire life insurance policies for the benefit of purchasers, which could adversely affect our operating results and possibly threaten the viability of our business.

 

Some states and the SEC, and the Financial Industry Regulatory Authority (FINRA) have, on occasion, sought to regulate the purchase of non-variable universal life insurance policies as securities under federal or state securities laws. In July 2010, the SEC’s Life Settlement Task Force (the “Task Force”) issued a staff report to the SEC on life settlements. In that report, the Task Force recommended that investments in life insurance policies be classified as securities. In addition, the Task Force recommended the SEC propose to Congress to amend the definition of “security” to include investments in life settlements, but stated that the underlying life settlement transaction should be expressly exempt in any federal law, stating the “Task Force Recommends that any amendment to the definition of “security” specifically exclude from federal securities laws the sale of the policy by the insured or original policy owner,” and that the “exclusion could also apply to the sale of a variable life insurance policy by the insured or original policy owner.” Neither the SEC nor Congress has taken any position on recommendation of the Task Force, and there is no indication if the SEC will take or advocate for any action to implement the recommendations of the Task Force. In addition, there have been several federal court cases in which transactions involving the purchase and investment of life insurance contracts have been held to be transactions in securities under the federal Securities Act of 1933. We believe that the matters discussed in the Task Force report to the SEC, and existing case law, do not presently impact our current business model since our purchases of life settlements are currently distinguishable from those cases that have been held by common law, laws or regulations to be transactions in securities.

 

With respect to state securities laws, almost all states currently treat the investment in a life insurance policy as a securities transaction under state laws, although a number of states exclude the sale of the policy by the original policy owner as a security, either by statute, administrative or regulatory decree, or common law. To date, due to the manner in which we conduct and structure our activities and the availability, in certain instances, of exceptions and exemptions under those state laws, such laws have not adversely impacted our business model.

 

As a practical matter, the widespread application of federal securities laws to our purchases of life insurance policies, either through the expansion of the definition of a “security” to include the underlying sale of the policy, the expansion of the types of transactions in life insurance policies that would constitute transactions in “securities,” or the elimination or limitation of available exemptions and exceptions (whether by statutory change, regulatory change, or administrative or court interpretation) could burden us and other companies operating in the life settlement market, which could be material and could threaten the viability of our business and our ability to satisfy our obligations as they come due, including obligations under our Bonds.

 

 

A determination that we are an unregistered investment company would have serious adverse consequences.

 

A determination that we or any of our subsidiaries is an unregistered investment company under the Investment Company Act of 1940 (the “1940 Act”) would have serious adverse consequences. We do not believe we are currently operating or intend to operate as an investment company under the 1940 Act because we do not invest, reinvest or trade in “securities” and do not hold investment securities exceeding 40% of our total assets.  The 1940 Act does not expressly define life insurance policies as “securities”, and, additionally, Section 3(a)(8) of the Securities Act indicates that act does not apply to  “[a]ny insurance or endowment policy or annuity contract or optional annuity contract, issued by a corporation subject to the supervision of the insurance commissioner, bank commissioner, or any agency or officer performing like functions, of any State or Territory of the United States or the District of Columbia.”  Our policies fall into such categories.  While not contained in the express definition of securities, life insurance policies, in certain circumstances, may be considered “investment contracts” and therefore “securities” under the four-part test outlined in SEC v. W.J. Howey Co., 328 U.S. 293 (1946).  The Company does not believe the life insurance policies it acquires and sells constitute “securities” under the “investment contract” analysis because d the Company purchases, holds and sells only whole unaltered non-variable life insurance policies, and does not fractionalize interests in those policies in the course of raising capital or consummating purchases of such policies.  However, any alteration of the statutory or case law definition of securities as applicable to life insurance policies could render us an investment company under the 1940 Act. We do not believe we could operate our business effectively as a registered investment company. As a result, we would have to change our operations so as not to be an investment company. Changes could include refraining from raising capital, including debt capital as sought in this offering, and changing the types of products and services that we provide. Furthermore, if at any time it were established that we or any of our subsidiaries had been operating as an investment company in violation of the registration requirements of the 1940 Act, there would be a risk, among other material adverse consequences, that such company: (i) could become subject to SEC enforcement and investigation, monetary penalties or injunctive relief, or both and (ii) may be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with such company undertaken during the period in which it was established that such company was an unregistered investment company. Such developments would be likely to have material and adverse consequences for us.

 

We may be subject to certain risks due to privacy laws’ limitations on available information.  

 

Privacy laws may limit the information available to the company about the policies, policyowners and individuals insured under the policies we originate and acquire.  Incomplete or inaccurate information regarding the policies, policyowners and insureds can cause the company to originate and acquire life insurance policies that we would not have had the information been known to the company.

 

The continuing spread of a new strain of coronavirus (also known as the COVID-19 virus) may adversely affect our ability to generate revenues.

 

The World Health Organization has declared the spread of the COVID-19 virus a global pandemic, and the President of the United States has declared a national state of emergency in the United States in response to the outbreak. Considerable uncertainty still surrounds the COVID-19 virus and its potential effects, and the extent of and effectiveness of any responses taken on a national and local level. However, measures taken to limit the impact of this coronavirus, including social distancing and other restrictions on travel, congregation and business operation have already resulted in significant negative short-term economic impacts. The long-term impact of this coronavirus on the U.S. and world economies remains uncertain, but can result in long term infrastructure and supply chain disruption, as well as dislocation and uncertainty in the financial markets that could significantly and negatively impact the global, national and regional economies, the length and breadth of which cannot currently be predicted. Possible negative impacts on our ability to originate and acquire life insurance policies include significant delays by life insurance companies to responding to requests for information necessary to acquire life insurance policies, cost of insurance rate increases imposed by life insurance companies on life insurance policies.

 

 

Any cybersecurity-attack or other security breach of our technology systems, or those of third-party vendors we rely on, could subject us to significant liability and harm our business operations and reputation.

 

Cybersecurity attacks and security breaches of our technology systems, including those of our clients and third-party vendors, may subject us to liability and harm our business operations and overall reputation. Our operations rely on the secure processing, storage and transmission of confidential and other information in its computer systems and networks. Threats to information technology systems associated with cybersecurity risks and cyber incidents continue to grow, and there have been a number of highly publicized cases involving financial services companies, consumer-based companies and other organizations reporting the unauthorized disclosure of client, customer or other confidential information in recent years. Cybersecurity risks could disrupt our operations, negatively impact our ability to compete and result in injury to our reputation, downtime, loss of revenue, and increased costs to prevent, respond to or mitigate cybersecurity events. Although we have developed, and continue to invest in, systems and processes that are designed to detect and prevent security breaches and cyber-attacks, our security measures, information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions that could result in unauthorized disclosure or loss of sensitive information; damage to our reputation; the incurrence of additional expenses; additional regulatory scrutiny or penalties; or our exposure to civil or criminal litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

 

USE OF PROCEEDS

 

 

We plan to use substantially all of the net proceeds from this offering on general corporate purposes, including expenses related to originating and acquiring life insurance policies, as described in more detail below. The table below demonstrates our anticipated uses of offering proceeds, but the table below does not require us to use offering proceeds as indicated. Our actual use of offering proceeds will depend upon market conditions, among other considerations. The numbers in the table are approximate.

 

The net proceeds from the offering will be used to fund marketing, advertising, systems and personnel costs associated with originating and acquiring life insurance policies for the benefit of or resale to purchasers, the purchase and ownership of life insurance policies, the debt service obligations on the Bonds and distributions to LHLS. We anticipate that distributions of cash will be made from us to LHLS in accordance with our operating agreement, in amounts as determined by LHLS, as our sole member, and that such amounts will be at least sufficient to pay the overhead expenses and other liabilities of our sole member. A portion of the net proceeds from the Offering will also be used for corporate overhead and administrative costs associated with the aforementioned. 

 

	Maximum Offering Amount*
	Bonds(7)		Class A Bonds(8)
	Amount	Percent	Amount	Percent
Gross offering proceeds	$50,000,000	100%	$50,000,000	100%
Less offering expenses:
Selling commissions (1)	$2,350,000	4.70%	$2,500,000	5.00%
Managing broker-dealer fee (2)	$1,000,000	2.00%	$1,000,000	2.00%
Reallowance (3)	$500,000	1.00%	$500,000	1.00%
Wholesaling Fee (4)	$150,000	0.30%	$0	0.00%
O&O Expenses (5)	$1,000,000	2.00%	$1,000,000	2.00%
Net Proceeds (6)	$45,000,000	90.00%	$45,000,000	90.00%

 

*Amounts and percentages may vary from the above, provided that Selling Commission and expenses will not exceed 8.0% of gross offering proceeds of either the Class A Bonds or the Class B Bonds.

 

 

 

 

 

 

 

 

  

 

The following table presents our projected use of proceeds based on a raise equal to 100%, 75%, 50% and 25% of the Maximum Offering Amount. If we do not achieve the maximum offering amount, we will proportionately reduce our expenses, provided that we may continue to make distributions to pay off any indebtedness of our sole member out of net proceeds of the offering.

 

	$45,000,000		$33,750,000		$22,500,000		$11,250,000
Percent of Maximum Offering Amount	100%		75%		50%		25%
	Dollars	%	Dollars	%	Dollars	%	Dollars	%
Marketing/Advertising	9,610,000	21.4%	8,649,000	25.6%	6,438,700	28.6%	3,844,000	34.2%
Personnel Costs	7,640,000	17.0%	6,876,000	20.4%	5,118,800	22.8%	3,056,000	27.2%
Other Operating Expenses	3,590,000	8.0%	3,231,000	9.6%	2,405,300	10.7%	1,436,000	12.8%
Servicing Of Debt	2,550,000	5.7%	2,023,000	6.0%	1,491,000	6.6%	959,000	8.5%
Purchase and Ownership of Policies	6,750,000	15.0%	3,375,000	10.0%	0	0.0%	0	0.0%
Total Used	30,140,000	67.0%	24,154,000	71.6%	15,453,800	68.7%	9,295,000	82.6%
Not Used	14,860,000	33.0%	9,596,000	28.4%	7,046,200	31.3%	1,955,000	17.4%
Percent of Raise for Purchase of Policies	15%		10%		0%		0%

 

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PLAN OF DISTRIBUTION

 

Who May Invest

 

As a Tier II, Regulation A offering, investors must comply with the 10% limitation on investment in the offering, as prescribed in Rule 251. The only investor in this offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you qualify as an Accredited Investor:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser's revenue or net assets (as of the purchaser's most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser's annual income or net worth (please see below on how to calculate your net worth).

 

Upon maturity, and subject to the terms and conditions described in this offering circular, the Bonds will be automatically renewed at the same interest rate and for the same term, unless redeemed upon maturity at our or your election. Each such renewal would constitute a new offering for the purpose of the registration requirements of the Securities Act and, as such, would be either registered or conducted pursuant to an exemption from registration.

 

NOTE: For the purposes of calculating your net worth, Net Worth is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the donor or grantor is the fiduciary and the fiduciary directly or indirectly provides funds for the purchase of the Bonds.

 

Determination of Suitability

 

The Selling Group Members and registered investment advisors recommending the purchase of Bonds in this offering have the responsibility to make every reasonable effort to determine that your purchase of Bonds in this offering is a suitable and appropriate investment for you based on information provided by you regarding your financial situation and investment objectives. In making this determination, these persons have the responsibility to ascertain that you:

 

 

 

 

 

 

 

 

 

 

 

 

Relevant information for this purpose will include at least your age, investment objectives, investment experience, income, net worth, financial situation, and other investments as well as any other pertinent factors. The Selling Group Members and registered investment advisors recommending the purchase of Bonds in this offering must maintain, for a six-year period, records of the information used to determine that an investment in Bonds is suitable and appropriate for you.

 

The Offering

 

We are offering a maximum offering amount of $50,000,000 aggregate principal amount of the Class A Bonds and Class B Bonds to the public through our managing broker-dealer at a price of $1,000 per Bond. Sales of Class B Bonds are limited to $30,000,000, in the aggregate. As of December 29, 2021, we had sold 9,946 Class A Bonds and 5,539 Class B Bonds for an aggregate of $15.5 million in proceeds.

 

We have arbitrarily determined the selling price of the Bonds and such price bears no relationship to our book or asset values, or to any other established criteria for valuing issued or outstanding Bonds.

 

The Bonds are being offered on a “best efforts” basis, which means generally that our managing broker-dealer is required to use only its best efforts to sell the Bonds and it has no firm commitment or obligation to purchase any of the Bonds. The offering will continue until the offering termination. We will conduct closings on the first and third Thursday of each month assuming there are funds to close, until the offering termination. If either day falls on a weekend or holiday, the closing will be conducted on the next business day. Once a subscription has been submitted and accepted by the company, an investor will not have the right to request the return of its subscription payment prior to the next closing date. If subscriptions are received on a closing date and accepted by the company prior to such closing, any such subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the company prior to such closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur two business days following each closing date. Two business days after the closing date, offering proceeds for that closing will be disbursed to us and the Bonds purchased will be issued to the investors in the offering. If the company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the subscriber. The offering is being made on a best-efforts basis through IAA, our underwriter and managing broker-dealer.

 

Managing Broker-Dealer and Compensation We Will Pay for the Sale of the Bonds

 

Our managing broker-dealer will receive (a) selling commissions of 5.00% of gross offering proceeds on the sale of the Class A Bonds and 4.50% on the sale of Class B Bonds, and (b) a managing broker-dealer fee of up to 2.00% of the gross proceeds of the offering, and (c) a reallowance fee of up to 1.00% of gross offering proceeds on the sale of the Class A Bonds and Class B Bonds, or, collectively, Selling Commissions and Expenses. All Selling Commissions and Expenses will be paid to IAA as our managing broker-dealer, who may reallow all or any portion of the selling commissions and reallowance to Selling Group Members. Selling Commissions and Expenses will not exceed 8.0% of the gross proceeds of either the Class A Bonds or the Class B Bonds. In addition, we may pay a Wholesaling Fee of 0.50% of gross proceeds from the sale of Class B Bonds. Total underwriting compensation to be received by or paid to participating FINRA member broker-dealers, including commissions, managing broker-dealer fee, wholesaling fee, and reallowance fee will not exceed 8% of proceeds raised with the assistance of those participating FINRA member broker-dealers.

 

 

Set forth below are tables indicating the estimated compensation and expenses that will be paid in connection with the offering to our managing broker-dealer.

 

	Per Class A Bond	Maximum Offering Amount	Per Class B Bond	Maximum Offering Amount
Offering:
Price to investor:	$1,000.00	$50,000,000	$1,000	$30,000,000
Less selling commissions:	$50.00	$2,500,000	$45.00	$1,350,000
Less managing broker-dealer fee:	$20.00	$1,000,000	$20.00	$600,000
Less reallowance:	$10.00	$500,000	$10.00	$300,000
Less wholesaling fee:	$0.00	$0.00	$5.00	$150,000
Remaining Proceeds:	$920.00	$46,000,000	$920.00	$27,600,000

 

We have agreed to indemnify our managing broker-dealer, the Selling Group Members and selected registered investment advisors, against certain liabilities arising under the Securities Act. However, the SEC takes the position that indemnification against liabilities arising under the Securities Act is against public policy and is unenforceable.

 

In accordance with the rules of FINRA, the table above sets forth the nature and estimated amount of all items that will be viewed as “underwriting compensation” by FINRA that are anticipated to be paid by us in connection with the offering. The amounts shown assume we sell all the Bonds offered hereby and that all Bonds are sold in the offering with the maximum wholesaling fee, which is the distribution channel with the highest possible selling commissions and fees.

 

It is illegal for us to pay or award any commissions or other compensation to any person engaged by you for investment advice as an inducement to such advisor to advise you to purchase the Bonds; however, nothing herein will prohibit a registered broker-dealer or other properly licensed person from earning a sales commission in connection with a sale of the Bonds.

 

Discounts for Bonds Purchased by Certain Persons

 

We may pay reduced or no selling commissions and/or Managing Broker-Dealer Fees in connection with the sale of Bonds in this offering to:

 

	●	registered principals or representatives of our dealer-manager or a participating broker (and immediate family members of any of the foregoing persons);
	●	our employees, officers and directors or those of our manager, or the affiliates of any of the foregoing entities (and the immediate family members of any of the foregoing persons), any benefit plan established exclusively for the benefit of such persons or entities, and, if approved by our board of directors, joint venture partners, consultants and other service providers;

 

	●	clients of an investment advisor registered under the Investment Advisers Act of 1940 or under applicable state securities laws (other than any registered investment advisor that is also registered as a broker-dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment advisor/broker-dealer); or
	●	persons investing in a bank trust account with respect to which the authority for investment decisions made has been delegated to the bank trust department.

 

 

For purposes of the foregoing, “immediate family members” means such person’s spouse, parents, children, brothers, sisters, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in-law” relations as well as such persons so related by adoption. In addition, participating brokers contractually obligated to their clients for the payment of fees on terms inconsistent with the terms of acceptance of all or a portion of the selling commissions and/or Managing Broker-Dealer Fees may elect not to accept all or a portion of such compensation. In that event, such Bonds will be sold to the investor at a per Bond purchase price, net of all or a portion of selling commissions. All sales must be made through a registered broker-dealer participating in this offering, and investment advisors must arrange for the placement of sales accordingly through the Managing Broker-Dealer. The net proceeds to us will not be affected by reducing or eliminating selling commissions and/or Managing Broker-Dealer Fees payable in connection with sales to or through the persons described above. Purchasers purchasing net of some or all of the selling commissions and Managing Broker-Dealer Fees will receive Bonds in principal amount of $1,000 per Bond purchased.

 

Either through this offering or subsequently on any secondary market, affiliates of our company may buy bonds if and when they choose. There are no restrictions to these purchases. Affiliates that become Bondholders will have rights on parity with all other Bondholders.

 

How to Invest

 

Subscription Agreement

 

All investors will be required to complete and execute a subscription agreement. The subscription agreement is available from your registered representative or financial adviser and should be delivered to Phoenix American Financial Services, Inc., Attn: Lighthouse Life Service Team, 2401 Kerner Blvd., San Rafael, CA 94901 together with payment in full by check, ACH or wire of your subscription purchase price in accordance with the instructions in the subscription agreement. All checks should be made payable to “Phoenix American Financial Services Inc as trustee for Lighthouse Life Capital, LLC.” We will hold closings on the first and third Thursday of each month assuming there are funds to close. Once a subscription has been submitted and accepted by the company, an investor will not have the right to request the return of its subscription payment prior to the next closing date. If subscriptions are received on a closing date and accepted by the company prior to such closing, any such subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the company prior to such closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur on the same day as each closing date. If the company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the subscriber. 

  

By completing and executing your subscription agreement you will also acknowledge and represent that you have received a copy of this offering circular, you are purchasing the Bonds for your own account and that your rights and responsibilities regarding your Bonds will be governed by the Indenture and the form of bond certificate each included as an exhibit to this offering circular.

 

Book-Entry, Delivery and Form

 

The Bonds purchased through a participant in the Depository Trust Company, or DTC, will be evidenced by global bond certificates deposited with a nominee holder, either DTC or its nominee Cede & Co. Bonds purchased directly will be registered in book-entry form only on the books and records of UMB Bank, N.A. in the name of Phoenix American Financial Services, Inc. as record holder of such Bonds for the benefit of such direct purchasers.  

 

We intend to gain eligibility for the Bonds to be issued and held through the book-entry systems and procedures of DTC prior to the initial closing of the offering and intend for all Bonds purchased through DTC participants to be held via DTC's book-entry systems and to be represented by certificates registered in the name of Cede & Co. (DTC's nominee). For investors not purchasing through a DTC participant, the ownership of such Bonds will be reflected on the books and records of UMB Bank, N.A. in the name of Phoenix American Financial Services, Inc. as record holder of such Bonds for the benefit of such direct purchasers.

 

 

So long as nominees, as described above, are the registered owners of the certificates representing the Bonds, such nominees will be considered the sole owners and holders of the Bonds for all purposes and the Indenture. Owners of beneficial interests in the Bonds will not be entitled to have the certificates registered in their names, will not receive or be entitled to receive physical delivery of the Bonds in definitive form and will not be considered the owners or holders under the Indenture, including for purposes of receiving any reports delivered by us or the trustee pursuant to the Indenture. Accordingly, each person owning a beneficial interest in a Bond registered to DTC or its nominee must rely on either the procedures of DTC or its nominee on the one hand, and, if such entity is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a Bondholder. A Purchaser owning a Bond directly registered with Phoenix American will directly exercise its rights as a Bondholder.

 

As a result:

 

 

 

The Depository Trust Company

 

We have obtained the information in this section concerning DTC and its book-entry systems and procedures from sources that we believe to be reliable. The description of the clearing system in this section reflects our understanding of the rules and procedures of DTC as they are currently in effect. DTC could change its rules and procedures at any time.

 

DTC will act as securities depositary for the Bonds registered in the name of its nominee, Cede & Co., DTC is:

 

 

 

 

 

 

DTC holds securities that its direct participants deposit with DTC. DTC facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct participants' accounts, thereby eliminating the need for physical movement of securities certificates.

 

Direct participants of DTC include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its direct participants. Indirect participants of DTC, such as securities brokers and dealers, banks and trust companies, can also access the DTC system if they maintain a custodial relationship with a direct participant.

 

 

Purchases of Bonds under DTC's system must be made by or through direct participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each beneficial owner is in turn to be recorded on the records of direct participants and indirect participants. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct participants or indirect participants through which such beneficial owners entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the Bonds.

 

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

 

UMB Bank, N.A.

 

All Bonds purchased by investors prior to DTC eligibility or not through a DTC participant will be registered on the books and records of UMB Bank, N.A. Direct purchasers of Bonds will receive a credit for Bonds on UMB Bank, N.A.’s records. Beneficial owners purchasing this way will receive written confirmation from UMB Bank, N.A., as our Bond registrar, upon closing of their purchases. Transfers of such Bonds will be accomplished by entries made on the books and records of our Bond registrar.

  

Phoenix American Financial Services, Inc.

 

All Bonds not purchased through a DTC participant will be registered in book-entry form only on the books and records of UMB Bank, N.A. in the name of Phoenix American Financial Services, Inc. as record holder of such Bonds for the benefit of such direct purchasers. Beneficial owners registered through Phoenix American will receive written confirmation from Phoenix American Financial Services, Inc. upon closing of their purchases. Transfers of Bonds registered to Phoenix American will be accomplished by entries made on the books of UMB Bank, N.A. at the direction of Phoenix American acting on behalf of its beneficial holders.

 

Book-Entry Format

 

Under the book-entry format, UMB Bank, N.A., as our paying agent, will pay interest or principal payments to Cede & Co., as nominee of DTC, or to Phoenix American. DTC will forward all payments it receives to the direct participants, who will then forward the payment to the indirect participants or to you as the beneficial owner. Phoenix American will forward payments directly to beneficial owners of Bonds registered to Phoenix American. You may experience some delay in receiving your payments under this system. Neither we, the trustee, nor the paying agent has any direct responsibility or liability for the payment of principal or interest on the Bonds to owners of beneficial interests in the certificates.

 

DTC is required to make book-entry transfers on behalf of its direct participants and is required to receive and transmit payments of principal, premium, if any, and interest on the Bonds. Any direct participant or indirect participant with which you have an account is similarly required to make book-entry transfers and to receive and transmit payments with respect to the Bonds on your behalf. We and the trustee under the Indenture have no responsibility for any aspect of the actions of DTC or any of its direct or indirect participants or of Phoenix American. In addition, we and the trustee under the Indenture have no responsibility or liability for any aspect of the records kept by DTC or any of its direct or indirect participants or Phoenix American relating to or payments made on account of beneficial ownership interests in the Bonds or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. We also do not supervise these systems in any way.

 

The trustee will not recognize you as a Bondholder under the Indenture, and you can only exercise the rights of a Bondholder indirectly through DTC and its direct participants or through Phoenix American, as applicable. DTC has advised us that it will only take action regarding a Bond if one or more of the direct participants to whom the Bond is credited directs DTC to take such action and only in respect of the portion of the aggregate principal amount of the Bonds as to which that participant or participants has or have given that direction. DTC can only act on behalf of its direct participants. Your ability to pledge Bonds, and to take other actions, may be limited because you will not possess a physical certificate that represents your Bonds.

 

 

If the global bond certificate representing Bonds is held by DTC, conveyance of notices and other communications by the trustee to the beneficial owners, and vice versa, will occur via DTC. The trustee will communicate directly with DTC. DTC will then communicate to direct participants. The direct participants will communicate with the indirect participants, if any. Then, direct participants and indirect participants will communicate to beneficial owners. Such communications will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

 

If the global bond certificate representing your Bonds is held by Phoenix American, conveyance of notices and other communications by the trustee to the beneficial owners, and vice versa, will occur via Phoenix American. The trustee will communicate directly with Phoenix American, which will communicate directly with the beneficial owners.

 

The Trustee

 

UMB Bank, N.A. has agreed to be the trustee under the Indenture. The Indenture contains certain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any claim as security or otherwise. The trustee will be permitted to engage in other transactions with us and our affiliates.

 

The Indenture provides that in case an event of default specified in the Indenture shall occur and not be cured, the trustee will be required, in the exercise of its power, to use the degree of care of a reasonable person in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Bondholder, unless the Bondholder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

 

Resignation or Removal of the Trustee.

 

The trustee may resign at any time or may be removed by the holders of a majority of the principal amount of then-outstanding Bonds. In addition, upon the occurrence of contingencies relating generally to the insolvency of the trustee, we may remove the trustee, or a court of competent jurisdiction may remove the trustee, upon petition of a holder of certificates. However, no resignation or removal of the trustee may become effective until a successor trustee has been appointed.

 

We are offering the Bonds pursuant to an exemption to the Trust Indenture Act of 1939, or the Trust Indenture Act. As a result, investors in the Bonds will not be afforded the benefits and protections of the Trust Indenture Act. However, in certain circumstances, the Indenture makes reference to the substantive provisions of the Trust Indenture Act.

 

Registrar and Paying Agent

 

We have designated UMB Bank, N.A. as paying agent and Phoenix American Financial Services, Inc., a California corporation as co-paying agent in respect of Bonds registered to it as record holder. UMB Bank, N.A. will also act as trustee under the Indenture and registrar for the Bonds. As such, UMB Bank, N.A. will make payments on the Bonds to DTC or to Phoenix American (who will forward such payments to the applicable Bondholders). The Bonds will be issued in book-entry form only, evidenced by global certificates, as such, payments are being made to DTC, its nominee or to Phoenix American.

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 General

 

 

As of September, 2021, the Company has limited operating history; however, Lighthouse Life Solutions, LLC, one of the two entities whose combined operations are considered our predecessor, was formed and began operations on February 9, 2018. On December 4, 2020, the Company filed an Offering Statement on Form 1-A with the Securities and Exchange Commission (“SEC”) related to the offering (the “offering”) of a maximum of $50 million in aggregate, of its 8.5% senior beacon bonds (“Class A Bonds)” and its 6.5% senior beacon bonds (“Class B Bonds,” and collectively the “Bonds”). Sale of the Class B Bonds will be limited to a maximum of $30 million. On December 30, 2020, the offering was qualified by the SEC. The Company commenced sales of the Bonds in February 2021. As of December 29, 2021, we had sold 9,946 of Class A Bonds and 5,539 of Class B Bonds for an aggregate of $15.5 million in proceeds in this offering. Proceeds from the offering will be applied to general corporate purposes, including expenses related to originating and acquiring life insurance policies, including advertising and marketing, the payment or reimbursement of selling commissions and other fees, expenses and uses as described throughout this offering circular. We will continue to experience a relative increase in liquidity as we receive additional proceeds from the sale of Bonds and a relative decrease in liquidity as we spend net offering proceeds in connection with operation of our Company.

 

The Company, including Lighthouse Life Solutions, Lighthouse Life Direct, or any subsidiary, has not entered into any arrangements creating a reasonable probability that we will originate or acquire a certain number of life insurance policies; however, as described in the “Business Strategy – Right of First Refusal” section below, the Merlion Trust has a right of first refusal for the purchase of all life insurance policies originated by Lighthouse Life Solutions, LLC that meet certain criteria as determined by the trustee acting in a fiduciary capacity as trustee on behalf of the Merlion Trust, in exchange for a fee. This right of first refusal remains active until June 1, 2023 (subject to an extension for an additional five-year term) and includes certain stepdowns in the annual number of policies that Lighthouse Life Solutions, LLC is obligated to submit to the Merlion Trust for potential purchase once the Merlion Trust has reached a $250 million threshold in aggregate purchase price, inclusive of costs, on policies it purchases. Please refer to the Amended and Restated Letter Agreement dated September 24, 2020 (the “Letter Agreement”) included as Exhibit 6 governing the specific terms of the agreement with the Merlion Trust. We are not aware of any intention on the part of Merlion Trust to reduce their historical acquisitions of policies through our Company. Until required for the operation of our Company or other purposes as described in “Use of Proceeds,” we will keep the net proceeds of the offering in short-term, low risk, highly liquid, interest-bearing investments.

 

For the year ended September 30, 2021 and September 30, 2020, we had sold $19 million and $18.3 million, respectively, in initial threshold purchase prices of policies to Merlion Trust.

 

We intend to make reserve allocations as necessary to (i) aid our objective of preserving capital for our investors and (ii) meet the necessary covenants of the Bonds. If reserves and any other available income become insufficient to meet our covenants and cover our operating expenses and liabilities, it may be necessary to obtain additional funds through additional borrowing or the raising of equity capital. There is no assurance that such funds will be available, or if available, that the terms will be acceptable to us.

  

With proceeds from the offering, the Company intends to grow its core business of originating and acquiring life insurance policies for the benefit of purchasers of those policies through expanded marketing and advertising of its services.  The Company intends to use the net proceeds of this offering as set forth above under “USE OF PROCEEDS” to accomplish the goal of growing its core business.  We anticipate that if we are successful in raising our Maximum Offering Amount of the Bonds, the net proceeds will satisfy the cash requirements for our anticipated plan of operations for the next twelve months.  If we raise less than the Maximum Offering Amount, we will adjust our plan of operations in conjunction with the estimated reduction in the deployment of net proceeds as described under “USE OF PROCEEDS” above. 

 

 

Depending on the timing and amount of proceeds received from the Bonds, the Company plans to continue and expand the Lighthouse Life Settlement Advisor Program, which will include the addition of employees in business development, marketing, sales and support to expand our outreach to financial professionals. The Settlement Advisor Program would add as many as six additional wholesale distribution teams during this period and would be supported by traditional and digital marketing to financial professionals and firms, and media communications.

The Company recently developed and launched its first mass media advertising, including television and radio advertising campaigns. Digital, mail and print advertising will be expanded to advertise directly to policyowners and to support the mass media advertising. Other forms of direct advertising directly to policyowners and media relations will also be expanded.

 

The Company plans to add administrative, operational, sales and technical personnel and services in support of the Company’s anticipated growth.

 

Operating Results

 

Fiscal Year Ended September 30, 2021 and Period Ended September 30, 2020

 

We operate on a fiscal year ending on September 30th. Set forth below is a discussion of our operating results for the year ended September 30, 2021 and for the period from inception (July 9, 2020) through September 30, 2020.

 

Total revenue for the fiscal year ended September 30, 2021 was $1.3 million compared to $166,869 in the prior period, due to increased policy origination and policy origination fee income.

 

Total expenses for the fiscal year ended September 30, 2021 were $5.7 million compared to the prior period of $1.1 million. The increase was primarily related to:

 

 

Net Loss for the fiscal year ended September 30, 2021 was $4.8 million compared to the prior period of $964,786.

 

While we continue to monitor all aspects of our business, we pay special attention to the origination pipeline which represents life insurance policies in some stage of evaluation for acquisition. Just because a policy is in the pipeline does not mean that it will be acquired and generate revenue for us. In fact, at this relatively early stage our business the origination pipeline is volatile and thus it is currently difficult to arrive at accurate estimates of future originations and related revenue. However, as we continue to grow, we expect that this volatility will decline and the predictability will increase.

 

Liquidity and Capital Resources

 

Short-Term Liquidity

 

We had a net loss of $4.8 million and had negative cash flows from operations of $4.3 million for the fiscal year ended September 30, 2021. As a result, we are currently funding our operations from debt. Our sole member has previously funded the Company’s operations using funds from financings and allocates operational expenses to the Company. We anticipate funding our future operations using the proceeds of this offering.

 

 

As of September 30, 2021 and December 29, 2021, the Company had raised $11.2 million and $15.5 million, respectively, in gross proceeds from the sale of the Class A Bonds and Class B Bonds. During the year ended September 30, 2021, the Company had net distributions of $1.4 million of proceeds from the sale of the Bonds to our sole member, LHLS. As of September 30, 2021, the Company had capitalized $1.7 million of costs related to the offering of the Bonds. These costs are amortized over the life of the Bonds.

 

As of September 30, 2021 and September 30, 2020, our sole member, LHLS had $12.8 million and $12.6 million, respectively, of outstanding debt, which matures between 2023 and 2025. The Company is not an obligor on or guarantor of LHLS’ debt. The Company anticipates that distributions of cash will be made from the Company to LHLS at least sufficient to pay expenses and liabilities of LHLS, as determined by LHLS.

 

As a result of the initial $3.0 million raised in the offering of the Bonds, LHLS repaid $1.0 million, plus interest, during the six months ended March 31, 2021. Once $10.0 million in Bonds was raised, LHLS was required to make prepayments on its debt equal to one-third of the aggregate principal amount of Bonds, in excess of $10.0 million. During the fiscal year ended September 30, 2021, LHLS repaid $1.5 million, plus interest, on its debt as a result of the initial $11.2 million raised in this offering.

 

Our management is not aware of any material trends or uncertainties, which may be reasonably anticipated to have a material impact on the capital resources and the revenue or income to be derived from our operations.

 

 

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GENERAL INFORMATION ABOUT OUR COMPANY

 

Our Company

 

Lighthouse Life Capital, LLC, a Delaware limited liability company, was formed on July 8, 2020 to continue and grow the business of our predecessor, to originate and acquire life insurance policies through the highly regulated life settlement market for the benefit of purchasers of those policies. In addition to other sources of revenue described below, our Company, through its subsidiaries, receives fees from purchasers and/or a share in the purchaser’s profits on the acquired policy above a certain target return threshold in exchange for our Company’s origination services, as well as profits from the resale of policies the company purchases to purchasers.

 

A life settlement is the sale of a life insurance policy by a Lawful Policyowner to a Lawful Purchaser of the policy; this includes the sale of life insurance policies insuring the lives of individuals who have been diagnosed as terminally ill or chronically ill, also known as viatical settlements.

 

Our company does business primarily through its wholly owned subsidiaries, Lighthouse Life Solutions and Lighthouse Life Direct. We acquired Lighthouse Life Solutions and Lighthouse Life Direct from our sole member, LHLS on July 8, 2020. The combined operations of Lighthouse Life Solutions and Lighthouse Life Direct are considered our predecessor.

 

Through Lighthouse Life Solutions, we originate and acquire life insurance policies from Lawful Policyowners for the benefit of purchasers. Through Lighthouse Life Direct, we employ a single-brand marketing strategy to market and advertise life settlements (a) to a wide range of financial professionals such as life insurance producers and financial advisors and (b) directly to life insurance policyowners and others. Our marketing and advertising generate leads of life insurance policies for potential acquisition by the company for the benefit of purchasers of those policies.

 

Our principal executive offices are located at 1100 Hector Street, Suite 415, Conshohocken, PA 19428, and our telephone number is 445-200-5650.

 

Our company, through its subsidiaries, is an originator of life insurance policies and currently a licensed buyer of policies, known as a life settlement provider, in 23 states. In addition, Lighthouse Life Solutions has mutual relationships with other licensed entities whereby it can refer qualified policyowners to one another, which expands our ability to originate life insurance policies to additional states. Several (eight) states do not require a license to originate and/or acquire life insurance policies. In total, we currently can engage in the origination and/or acquisition of life insurance policies in 41 states, plus the District of Columbia, in which approximately 94% of the US population resides. Lighthouse Life Solutions currently has applications for life settlement provider licenses pending before a number of states and we expect to continue to apply for and obtain additional life settlement provider licenses in the future.

 

Lighthouse Life Solutions, receives potential life settlement opportunities from several sources, including:

 

 

 

We currently generate revenues from three sources:

 

 

 

We may, in the future, generate revenues from the following additional sources related to the acquisition of policies for our own benefit using our own funds:

 

 

Our company is managed by its sole member, LHLS, and its management team, who are also our executive officers., Our management team each has over 18 years of senior management experience in the business of life settlements. Michael D. Freedman, our chief executive officer previously served as president of GWG Holdings, Inc. and its subsidiary life settlement provider, GWG Life, LLC, during which time the company became the second most active company in the industry in the number of policies purchased and the net death benefit of policies purchased.2 For 12 years prior, Michael led the life settlement market’s legal and regulatory development at Coventry First LLC (“Coventry”). Andrew M. Brecher, our chief operating officer, has over 20 years of experience in the life settlement market, specializing in technology and security and was previously the chief information officer at Coventry. Michael L. Coben, our chief distribution and business development officer, has more than 30 years of expertise in building strategic alliances managing successful wholesaling teams in life insurance, annuities and life settlement distribution. For 13 years he led national sales as SVP, National Distribution at Coventry. Jennifer Felice Breen is the Chief Financial Officer. Jennifer has over 20 years of expertise in financial services and was previously employed at Resource Real Estate in Philadelphia, PA, serving as Vice President and Chief Accounting Officer for the non-traded REIT’s. Leslie W. Logsdon is the Chief Investment Officer. Les has more than 30 years of expertise in finance, insurance, and investments and was previously with CMG Life Services, a life settlement company, for 10 years as the Director of Operations. The company’s founders together with their senior management team have over 100 years of collective experience in life settlements, life insurance, financial services and finance.

 

We primarily originate and acquire life insurance policies for purchase by purchasers with whom we have entered into agreements to facilitate when an originated policy is approved for acquisition by an applicable purchaser. We intend to enter into similar agreements with other purchasers, as determined by the company. In addition, we have entered into a Letter Agreement (as defined herein) providing the Merlion Trust, with a right of first refusal for the purchase of all life insurance policies originated by the company that meet certain criteria as determined by the trustee acting in a fiduciary capacity as trustee on behalf of the Merlion Trust, in exchange for a fee that is, on average, greater than the company receives from other purchasers. This right of first refusal remains active until June 1, 2023 (subject to an extension for an additional five-year term) and includes certain stepdowns in the annual number of policies that Lighthouse Life Solutions, LLC is obligated to submit to the Merlion Trust for potential purchase once the Merlion Trust has reached a $250 million threshold in aggregate purchase price, inclusive of costs, on policies it purchases. In the event the Merlion Trust does not purchase qualifying policies, an affiliate of Merlion Trust, has the right to purchase those policies, whereby the Company receives fees and, if any, profits for the origination, acquisition and subsequent sale of life insurance policies owned by the Trading Trust (as defined in the Letter Agreement), pursuant to the Letter Agreement.

 

________________

2 The Deal - Life Settlement League Tables: 2017

 

Historically, 100% of the policies we have originated have been for the immediate benefit of purchasers, whereby the purchasers’ own funds are used to acquire the policies. The company’s own funds are not used to purchase the policies, and we do not take possession of the policies. We do, however, intend in the future to acquire life insurance policies using our own funds for subsequent sale to purchasers of those policies, but we cannot predict with any certainty what that percentage will be.

 

Employees

 

Our company has no employees. All of our operations will be performed by employees of LHLS. We anticipate that distributions of cash will be made from us to LHLS in accordance with our operating agreement, in amounts as determined by LHLS, as our sole member, and that such amounts will be at least sufficient to pay the overhead expenses and other liabilities of LHLS. As our sole member, LHLS, through its board of directors, will control our Company. LHLS and its subsidiaries are subject to certain operating restrictions related to covenants in the agreements governing outstanding indebtedness of LHLS, including a requirement that LHLS’ lender consent to any other financing or creation of any liens on the assets of LHLS or any of its subsidiaries. LHLS’ lender has consented to this offering.

 

As of September 30, 2021, our sole member, LHLS had 18 full-time employees, including executive officers. The company is currently a party to employment agreements with each of Messrs. Freedman, Brecher, and Coben, each of which is dated May 31, 2018, Ms. Breen, which is dated November 12, 2020, and Mr. Logsdon, which is dated April 14, 2021 (collectively the “Employment Agreements”). The Employment Agreements have an initial three-year term which automatically renews for additional successive one-year periods, unless either the company or the executive provides sixty (60) days prior written notice of their intent to terminate the employment agreement. The initial annual base salaries for Messers. Freedman, Brecher and Coben are $300,000 in addition to performance bonuses based on specified percentages of EBITDA, subject to certain conditions. The initial annual base salaries for Ms. Breen and Mr. Logsdon are $200,000 and performance bonuses equal to 50% of salary. For, Ms. Breen and Mr. Logsdon, subject to final approval of the board and LHLS's execution of an award agreement, Ms. Breen shall also receive eighty (80) shares of LHLS's common stock and Mr. Logsdon shall also receive sixty-eight (68) shares of LHLS's common stock, which shall vest in equal annual installments over four (4) years, on the first, second, third and fourth anniversaries of the applicable grant date, provided that the employee remains continuously employed BY LHLS through each such anniversary of the grant date. No performance bonuses have been paid to date.

 

Upon termination of any of the Employment Agreements with Messrs. Freedman, Brecher or Coben without cause by the company or by the employee for good reason, the company shall pay the employee an amount equal to either 100%, or 200%, where the termination occurs either three months prior to a change of control event or 12 months following a change of control event (the “Applicable Percentage”), multiplied by: (i) the employee’s annual base salary, if the termination takes place during the initial term of the agreement; or (ii) the employee’s annual base salary, plus the highest performance bonus of the preceding three calendar years. Upon Termination of any of the Employment Agreements with cause by the company or without good reason by the employee, the employee is not entitled to any payment, except benefits and unreimbursed business expenses.

 

Upon termination of the Employment Agreements with Mr. Logsdon or Ms. Breen without cause by LHLS or by the employee for good reason, LHLS shall pay the employee an aggregate severance amount (the “Severance”) in accordance with the following schedule:

Employment Period Termination	Severance
If the Employment Period is terminated prior to the first anniversary of the employee’s employment (the “Effective Date”)	Six (6) months of base salary
If the Employment Period is terminated on or after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date.	Nine (9) months of base salary
If the Employment Period is terminated on or after the third anniversary of the Effective Date	Twelve (12) months of base salary

 

The Severance will be paid in equal installments on LHLS’s regular salary payment dates as in effect on the date of termination (but in no event less frequently than monthly). Upon Termination of the Employment Agreements with Mr. Logsdon or Ms. Breen with cause by LHLS or without good reason by the employee, the employee is not entitled to any payment, except benefits and unreimbursed business expenses.

Market Opportunity

 

A life settlement is the sale of a life insurance policy by the Lawful Policyowner to a Lawful Purchaser of the policy; this includes the sale of life insurance policies insuring the lives of individuals who have been diagnosed as terminally ill or chronically ill, also known as viatical settlements.

 

  U.S. life insurance policyowners have the protected property right to sell their life insurance policies, with the U.S. Supreme Court affirming that right, in 1911, stating “life insurance has become in our days one of the best recognized forms of investment and self-compelled saving. So far as reasonable safety permits, it is desirable to give to life policies the ordinary characteristics of property … “[t]o deny the right to sell except to persons having such an [insurable] interest is to diminish appreciably the value of the contract in the owner’s hands.” Grigsby v. Russell, 222 U.S. 149 (1911). This property right to sell a life insurance policy has been established and upheld by federal and state courts and state legislatures dating back to the mid-1800s and reaffirmed as recently as 2020. State laws regulating life settlements are in force in 43 states, covering over 90% of the U.S. population.

 

 

Life settlements provide a valuable option to policyowners who no longer need, want, or can afford to maintain their life insurance policies. The vast majority of policyowners lapse or surrender their policies back to the insurance company and receive either no value or very little value after having paid premiums on the policy for years and even decades. When a policyowner terminates a policy, the value created through years of premium payments are captured by the insurance company and not the policyowner. A life settlement, however, allows the policyowner to sell the life insurance policy for its market value and, in return, receive an amount that averages four or more times greater than the cash surrender value that would be paid by the insurance company, as documented in government and university studies and as reported by the National Association of Insurance Commissioners.

 

Life insurance policies are among many families’ most valuable assets, with 138 million individual life insurance policies, with a total face amount of over $12 trillion, in force in 2018. Yet fewer than one in ten policies (by face amount) ever pay a death benefit, with over 90 percent ending in a lapse or surrender. In 2018, 7.7 million policies, with an aggregate face amount of $570 billion, lapsed, for which policyowners received nothing. That lapse rate that was 40% higher than just five years earlier, and, for retirees, the lapse rate is 25% higher than for policyholders generally.3

 

Conning, a leading investment management company for the global insurance industry, in October 2019 stated that “Life settlements remain an appealing alternative asset class to investors seeking potential for above-average returns relative to the current low interest rate environment. The increased supply of investors is met with the increasing number of retiring Baby Boomers seeking ways to increase their income or pay for LTC.” Conning estimated that the average gross market potential each year from 2021 through 2030 is $218 billion in life insurance policy death benefits that qualify for a life settlement, and the average net market potential will be $171 billion during that same period.4

 

Business Strategy

 

Our approach to our business is to originate and acquire life insurance policies primarily for the benefit of purchasers, and to capitalize on the relatively untapped market of mid-sized life insurance policies, generally viewed as life insurance policies with death benefits between $100,000 and $1,000,000. In 2019, 2,878 life settlement transactions totaling $4.4 billion in net death benefits were purchased with the average size of the policies purchased of $1.5 million dollars of death benefit. In 2020, 3,241 life settlement transactions totaling $4.6 billion in net death benefits were purchased.5 The average size of the policies in these life settlement transactions during 2019 and 2020 was approximately $1.5 million per policy, leaving the mid-sized policy market substantially untapped. Conning, an insurance investment research company, estimates that the annual gross market potential for policies that could qualify for a life settlement is greater than $200 billion each year for the next 10 years and that the net market potential is projected to be as much as $187 billion over that same 10-year period. As such, we intend to originate and acquire policies and will focus on mid-sized policies ranging from $100,000 to up to $1,000,000 in death benefits.

 

Lighthouse Life Solutions, receives referrals of potential life settlement opportunities from several sources, including:

 

 

__________________

3 American Council of Life Insurers (ACLI) 2019 Fact Book.

4 Life Settlements: The Growth Continues: 2021, Conning, October 27, 2021

5 Donna Horowitz, Settlement Market Grew 12.6% Last Year, TheDeal.com, May 20, 2021

 

We currently generate revenues from three sources:

 

 

We intend to generate revenues in the future from the following additional sources related to the acquisition of policies for our own benefit using our own funds:

 

 

Right of First Refusal

 

We primarily originate life settlements for the benefit of purchasers, including asset managers, with whom we have entered into origination agreements to facilitate purchase transactions when an originated a life insurance policy is approved for acquisition by an applicable investor. We currently have origination agreements with five purchasers in the life settlement market. In addition to our origination agreements, we have entered into the Letter Agreement providing the right of first refusal to the Merlion Trust. Pursuant to the Letter Agreement, prior to selling or permitting the sale of any of the policies which meet certain criteria as determined by the Merlion Trust, we must first submit those policies to the Merlion Trust for potential purchase. This right of first refusal remains active until June 1, 2023 (subject to an extension for an additional five-year term) and includes certain stepdowns in the annual number of policies that Lighthouse Life Solutions, LLC is obligated to submit to the Merlion Trust for potential purchase once the Merlion Trust has reached a $250 million threshold in aggregate purchase price, inclusive of costs, on policies it purchases. The Merlion Trust, upon written notice prior to the end of the end of the term of the Letter Agreement, may extend the right of first refusal for an additional five-year period with respect to at least $150 million in face-value of policies annually. We are not aware of any intention on the part of Merlion Trust to reduce their historical acquisitions of policies through our Company.

 

We are free to acquire policies for the benefit of other purchasers which are either not qualifying policies for submission to the Merlion Trust or those policies which are rejected by the Merlion Trust to other purchasers, and in the future, the company may purchase such policies itself, subject to certain conditions as described in the Letter Agreement.

 

Liquidity

 

Our ability to pay back our bonds at maturity or fund any redemption, whether at the option of a bondholder or upon death, disability or bankruptcy, will be solely dependent on our operations or the availability of other financing. We are not required to establish a sinking fund or reserve for the redemption of Bonds or their repayment at maturity.  Further, no trading market exists for the Bonds and we do not expect one to develop.  As a result, it is unlikely that the Bonds will be readily marketable.  See “RISK FACTORS - There is no established trading market for the Bonds and we do not expect one to develop. Therefore, Bondholders may not be able to resell them for the price that they paid or sell them at all.”    Our sole member has not previously offered a direct participation program and, therefore, has no liquidity history available for review.

 

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

The following discussion is a summary of certain material U.S. federal income tax consequences relevant to the purchase, ownership and disposition of the Bonds, but does not purport to be a complete analysis of all potential tax consequences. The discussion is based upon the Code, current, temporary and proposed U.S. Treasury regulations issued under the Code, or collectively the Treasury Regulations, the legislative history of the Code, IRS rulings, pronouncements, interpretations and practices, and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a Bondholder. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such Bondholder’s particular circumstances or to Bondholders subject to special rules, including, without limitation:

 

 

 

 

 

 

 

 

 

 

 

 

 

In addition, this discussion is limited to persons that purchase the Bonds in this offering for cash and that hold the Bonds as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address the effect of any applicable state, local, non-U.S. or other tax laws, including gift and estate tax laws.

 

As used herein, “U.S. Holder” means a beneficial owner of the Bonds that is, for U.S. federal income tax purposes:

 

 

 

 

 

 

 

If an entity treated as a partnership for U.S. federal income tax purposes holds the Bonds, the tax treatment of an owner of the entity generally will depend upon the status of the particular owner and the activities of the entity. If you are an owner of an entity treated as a partnership for U.S. federal income tax purposes, you should consult your tax advisor regarding the tax consequences of the purchase, ownership and disposition of the Bonds.

 

We have not sought and will not seek any rulings from the IRS with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the Bonds or that any such position would not be sustained.

 

THIS SUMMARY OF MATERIAL FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE TAX CONSIDERATIONS DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS, POTENTIAL CHANGES IN APPLICABLE TAX LAWS AND THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS, AND ANY TAX TREATIES.

 

U.S. Holders

 

Interest

 

U.S. Holder generally will be required to recognize and include in gross income any stated interest as ordinary income at the time it is paid or accrued on the Bonds in accordance with such holder’s method of accounting for U.S. federal income tax purposes.

 

Sale or Other Taxable Disposition of the Bonds

 

A U.S. Holder will recognize gain or loss on the sale, exchange, redemption (including a partial redemption), retirement or other taxable disposition of a Bond equal to the difference between the sum of the cash and the fair market value of any property received in exchange therefore (less a portion allocable to any accrued and unpaid stated interest, which generally will be taxable as ordinary income if not previously included in such holder’s income) and the U.S. Holder’s adjusted tax basis in the Bond. A U.S. Holder’s adjusted tax basis in a Bond (or a portion thereof) generally will be the U.S. Holder’s cost therefore decreased by any payment on the Bond other than a payment of qualified stated interest. This gain or loss will generally constitute capital gain or loss. In the case of a non-corporate U.S. Holder, including an individual, if the Bond has been held for more than one year, such capital gain may be subject to reduced federal income tax rates. The deductibility of capital losses is subject to certain limitations.

 

Medicare Tax

 

Certain individuals, trusts and estates are subject to a Medicare tax of 3.8% on the lesser of (i) ”net investment income,” or (ii) the excess of modified adjusted gross income over a threshold amount. Net investment income generally includes interest income and net gains from the disposition of Bonds, unless such interest payments or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). U.S. Holders are encouraged to consult with their tax advisors regarding the possible implications of the Medicare tax on their ownership and disposition of Bonds in light of their individual circumstances.

 

Information Reporting and Backup Withholding

 

A U.S. Holder may be subject to information reporting and backup withholding when such holder receives interest and principal payments on the Bonds or proceeds upon the sale or other disposition of such Bonds (including a redemption or retirement of the Bonds). Certain holders (including, among others, corporations and certain tax-exempt organizations) generally are not subject to information reporting or backup withholding. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and:

 

 

 

 

 

 

 

A U.S. Holder should consult its tax advisor regarding its qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability or may be refunded, provided the required information is furnished in a timely manner to the IRS.

 

Non-U.S. Holders are encouraged to consult their tax advisors.

 

 

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ERISA CONSIDERATIONS

 

The following is a summary of material considerations arising under ERISA and the prohibited transaction provisions of the Code that may be relevant to a prospective investor, including plans and arrangements subject to the fiduciary rules of ERISA and plans or entities that hold assets of such plans (“ERISA Plans”); plans and accounts that are not subject to ERISA but are subject to the prohibited transaction rules of Section 4975 of the Code, including IRAs, Keogh plans, and medical savings accounts (together with ERISA Plans, “Benefit Plans” or “Benefit Plan Investors”); and governmental plans, church plans, and foreign plans that are exempt from ERISA and the prohibited transaction provisions of the Code but that may be subject to state law or other requirements, which we refer to as Other Plans. This discussion does not address all the aspects of ERISA, the Code or other laws that may be applicable to a Benefit Plan or Other Plan, in light of their particular circumstances.

 

In considering whether to invest a portion of the assets of a Benefit Plan or Other Plan, fiduciaries should consider, among other things, whether the investment:

 

 

 

 

 

 

 

ERISA and the corresponding provisions of the Code prohibit a wide range of transactions involving the assets of the Benefit Plan and persons who have specified relationships to the Benefit Plan, who are “parties in interest” within the meaning of ERISA and, “disqualified persons” within the meaning of the Code. Thus, a designated plan fiduciary of a Benefit Plan considering an investment in our shares should also consider whether the acquisition or the continued holding of our shares might constitute or give rise to a prohibited transaction. Fiduciaries of Other Plans should satisfy themselves that the investment is in accord with applicable law.

 

Section 3(42) of ERISA and regulations issued by the Department of Labor, or DOL, provide guidance on the definition of plan assets under ERISA. These regulations also apply under the Code for purposes of the prohibited transaction rules. Under the regulations, if a plan acquires an equity interest in an entity which is neither a “publicly-offered security” nor a security issued by an investment company registered under the Investment Company Act, the plan’s assets would include both the equity interest and an undivided interest in each of the entity’s underlying assets unless an exception from the plan asset regulations applies

 

We do not believe the DOL’s plan assets guidelines apply to our Bonds or our Company because our Bonds are debt securities and not equity interests in us.

 

If the underlying assets of our Company were treated by the Department of Labor as “plan assets,” the management of our Company would be treated as fiduciaries with respect to Benefit Plan Bondholders and the prohibited transaction restrictions of ERISA and the Code could apply to transactions involving our assets and transactions with “parties in interest” (as defined in ERISA) or “disqualified persons” (as defined in Section 4975 of the Code) with respect to Benefit Plan Bondholders. If the underlying assets of our Company were treated as “plan assets,” an investment in our Company also might constitute an improper delegation of fiduciary responsibility to our Company under ERISA and expose the ERISA Plan fiduciary to co-fiduciary liability under ERISA and might result in an impermissible commingling of plan assets with other property.

 

 

If a prohibited transaction were to occur, an excise tax equal to 15% of the amount involved would be imposed under the Code, with an additional 100% excise tax if the prohibited transaction is not “corrected.” Such taxes will be imposed on any disqualified person who participates in the prohibited transaction. In addition, other fiduciaries of Benefit Plan Bondholders subject to ERISA who permitted such prohibited transaction to occur or who otherwise breached their fiduciary responsibilities, could be required to restore to the plan any losses suffered by the ERISA Plan or any profits realized by these fiduciaries as a result of the transaction or beach. With respect to an IRA or similar account that invests in our Company, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiary, would cause the IRA to lose its tax-exempt status. In that event, the IRA or other account owner generally would be taxed on the fair market value of all the assets in the account as of the first day of the owner’s taxable year in which the prohibited transaction occurred.

 

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DESCRIPTION OF BONDS

 

This description sets forth certain terms of the Bonds that we are offering pursuant to this offering circular. In this section we use capitalized words to signify terms that are specifically defined in the Indenture dated February 3, 2021 and supplemented by that First Supplemental Indenture dated February 17, 2021 (collectively, the “Indenture”), by and between us and UMB Bank, N.A., as trustee, or the trustee. We refer you to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used in this offering circular for which no definition is provided. As of December 29, 2021, we have sold 9,946 of Class A Bonds and 5,539 of Class B Bonds for an aggregate of $15.5 million in proceeds in the Offering.

 

Because this section is a summary, it does not describe every aspect of the Bonds or the Indenture. We urge you to read the Indenture carefully and in its entirety because that document and not this summary defines your rights as a Bondholders. Please review a copy of the Indenture. The Indenture is filed as an exhibit to the offering statement, of which this offering circular is a part, at www.sec.gov. You may also obtain a copy of the Indenture from us without charge. See “Where You Can Find More Information” for more information. You may also review the Indenture at the trustee’s corporate trust office at 928 Grand Blvd., 12th Floor, Kansas City, Missouri 64106.

 

Ranking

 

The Bonds are senior unsecured indebtedness of our Company. They rank equally with our other senior unsecured indebtedness structurally subordinated to all indebtedness of our subsidiaries. The Bonds would rank junior to any of our secured indebtedness.

 

Interest and Maturity

 

The Class A Bonds and Class B Bonds will each be offered serially, over a maximum period of two years, beginning December 30, 2020, with the sole difference between the series being their respective maturity dates. Each series of Bonds beginning with Series A-1 for Class A Bonds and Series B-1 for Class B Bonds will correspond to a particular closing for the applicable class of Bonds. Each series of Class A Bonds will mature on the fifth anniversary of the issuance date of such series and each series of Class B Bonds will mature on the third anniversary of the issuance date of such series. Interest on the Bonds will be paid monthly on the 15th day of the month. The first interest payment on a Bond will be paid on the 15th day of the month following the issuance of such Bond.

 

Upon maturity, and subject to the terms and conditions described in this offering circular, the Bonds will be automatically renewed at the same interest rate and for the same term, unless redeemed upon maturity at our or your election. Each such renewal would constitute a new offering for the purpose of the registration requirements of the Securities Act and, as such, would be required to be registered or conducted pursuant to an exemption from registration. Any such subsequent offering conducted pursuant to Regulation A would count against the aggregate dollar limitations in Rule 251(a) of Regulation A. If the Bonds are not renewed and without the consent of the Bondholders, we may elect to extend the maturity date of the Bonds for an additional six months to facilitate the redemption of the Bonds.

 

With respect to the maturity and renewal of a Bond, the Company will send to the Trustee and each holder of such a Bond a notice of maturity, no more than 240 days and no less than 180 days prior to a maturity date for any Bond, notifying the holder of the Bond of the Bond’s pending maturity and that the Bond will be automatically renewed unless, no later than 150 days from the maturity date of such a Bond, the holder of the Bond sends the company a written notice stating that repayment of the Bond is required in connection with the maturity of the Bond.

 

Manner of Offering

 

The offering is being made on a best-efforts basis through our managing broker-dealer and Selling Group Members. Neither our managing broker-dealer, nor any Selling Group Member, will be required to purchase any of the Bonds.

  

 

THE REQUIRED INTEREST PAYMENTS AND PRINCIPAL PAYMENT ARE NOT A GUARANTY OF ANY RETURN TO YOU NOR ARE THEY A GUARANTY OF THE RETURN OF YOUR INVESTED CAPITAL. While our Company is required to make interest payments and principal payment as described in the Indenture and above, we do not intend to establish a sinking fund to fund such payments. Therefore, our ability to honor these obligations will be subject to our ability to generate sufficient cash flow or procure additional financing in order to fund those payments. If we cannot generate sufficient cash flow or procure additional financing to honor these obligations, we may be forced to sell some or all of the company’s assets to fund the payments. We cannot guarantee that the proceeds from any such sale will be sufficient to make the payments in their entirety or at all. If we cannot fund the above payments, Bondholders will have claims against us with respect to such violation as further described under the Indenture.

 

Optional Redemption at Election of Bondholder

 

The Bonds will be redeemable at the election of the Bondholder beginning anytime following the last issuance date of the series of Bonds held by the Bondholder, or the Optional Redemption. In order to request redemption, the Bondholder must provide written notice to us at our principal place of business that the Bondholder requests redemption of all or a portion of the Bondholder’s Bonds, or a Notice of Redemption.

 

Redemptions made pursuant to the Optional Redemption of the Bonds for Class A Bonds shall be at a price per Class A Bond equal to: (i) $915 plus any accrued but unpaid interest on the Bond if the notice is received on or between the dates that are 0 and 12 months following the date of issuance of the Bond to be redeemed; (ii) $920 plus any accrued but unpaid interest on the Bond if the notice is received after the date that is 13 months and on or before the date that is 24 months following the date of issuance of the Bond to be redeemed; (iii) $925 plus any accrued but unpaid interest on the Bond if the notice is received after the date that is 25 months and on or before the date that is 36 months following the date of issuance of the Bond to be redeemed; and (iv) $930 plus any accrued but unpaid interest on the Bond if the notice is received after the date that is 37 months and on or before the date that is 48 months following the date of issuance of the Bond to be redeemed; and (v) $935 plus any accrued but unpaid interest on the Bond if the notice is received after the date that is 49 months and on or before the date that is 60 months following the date of issuance of the Bond to be redeemed. Redemptions made pursuant to the Optional Redemption of the Bonds for Class B Bonds shall be at a price per Bond of $915 plus any accrued but unpaid interest on the Bond. We will have 120 days from the date the applicable Notice of Optional Redemption is provided to redeem the requesting Bondholder’s Bonds, subject to the limitations set forth in the Bond. Our obligation to redeem Bonds with respect to Notices of Redemption received in any given Redemption Period (as defined below) is limited to an aggregate principal amount of Bonds equal to 10% of the aggregate principal of Bonds under the Indenture on the most recent of January 1st, April 1st, July 1st or October 1st of the applicable year while the Offering is open, and January 1st of the applicable year, following the offering termination. or the 10% Limit. Any Bonds redeemed as a result of a Bondholder's right upon death, disability or bankruptcy will be included in calculating the 10% Limit and will thus reduce the number of Bonds available to be redeemed pursuant to Optional Redemption.

 

Our obligation to redeem Bonds in any given year pursuant to this redemption is limited to 10% of the outstanding principal balance of the Bonds, in the aggregate, on the most recent of January 1st, April 1st, July 1st or October 1st of the applicable year while the Offering is open, and January 1st of the applicable year, following the offering termination. In addition, any Bonds redeemed as a result of a Bondholder's right upon death, disability or bankruptcy, will be included in calculating the 10% Limit and will thus reduce the number of Bonds, in the aggregate, to be redeemed pursuant to the redemption. Bond redemptions will occur in the order that notices are received. Any redemptions in excess of the 10% Limit (not including death, disability or bankruptcy claims), will be carried over to the next calendar year and redeemed at such time unless such carryover redemptions would exceed the 10% Limit for the new calendar year in which case they will be carried over to successive calendar years until redeemed; provided, however that if, during the pendency of the Offering, the 10% Limit is adjusted upward at the beginning of any succeeding calendar quarter, then such carried over redemptions will be redeemed as of such adjustment to extent they do not exceed the then in effect 10% Limit.

 

 

Redemption Upon Death, Disability or Bankruptcy

 

Within 60 days of the death, disability or bankruptcy of a Bondholder who is a natural person, the estate of such Bondholder, or legal representative of such Bondholder may request that we repurchase, in whole but not in part and without penalty, the Bonds held by such Bondholder by delivering to us a written notice requesting such Bonds be redeemed. Redemptions due to death, disability or bankruptcy shall count towards the annual 10% Limit on redemptions described above; provided, however, that any redemptions pursuant to death, disability or bankruptcy shall not be subject to the 10% Limit. Any such request shall specify the particular event giving rise to the right of the holder or beneficial holder to redeem his or her Bonds. If a Bond is held jointly by natural persons who are legally married, then such request may be made by (i) the surviving Bondholder upon the death of the spouse, or (ii) the disabled Bondholder (or a legal representative) upon disability of the spouse. In the event a Bond is held together by two or more natural persons that are not legally married, neither of these persons shall have the right to request that the company repurchase such Bond unless each Bondholder has been affected by such an event.

 

Disability shall mean with respect to any Bondholder or beneficial holder, a determination of disability based upon a physical or mental condition or impairment arising after the date such Bondholder or beneficial holder first acquired Bonds. Any such determination of disability must be made by any of: (1) the Social Security Administration; (2) the U.S. Office of Personnel Management; or (3) the Veteran’s Benefits Administration, or the Applicable Governmental Agency, responsible for reviewing the disability retirement benefits that the applicable Bondholder or beneficial holder could be eligible to receive.

 

Bankruptcy shall mean, with respect to any Bondholder the final adjudication related to (i) the filing of any petition seeking to adjudicate the Bondholder bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Bondholder or such Bondholder’s debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for such Person or for any substantial part of its property, or (ii) without the consent or acquiescence of such Bondholder, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or other similar relief under any bankruptcy, liquidation, dissolution, or other similar statute, law, or regulation, or, without the consent or acquiescence of such Bondholder, the entering of an order appointing a trustee, custodian, receiver, or liquidator of such Bondholder or of all or any substantial part of the property of such Bondholder which order shall not be dismissed within ninety (90) days. 

 

Upon receipt of redemption request in the event of death, disability or bankruptcy of a Bondholder, we will designate a date for the redemption of such Bonds, which date shall not be later than 30 days after we receive documentation and/or certifications establishing (to the reasonable satisfaction of the company) the right to be redeemed. On the designated date, we will redeem such Bonds at a price per Bond that is equal to all accrued and unpaid interest, to but not including the date on which the Bonds are redeemed plus the then outstanding principal amount of such Bond.

 

Optional Redemption

 

We may redeem the Bonds, in whole or in part, without penalty at any time. If the Bonds are renewed for an additional term, we may redeem the Bonds at any time during such renewal period. Any redemption of a Bond will be at a price equal to the then outstanding principal on the Bonds being redeemed, plus any accrued but unpaid interest on such Bonds. If we plan to redeem the Bonds, we are required to give notice of redemption not less than 5 days nor more than 60 days prior to any redemption date to each Bondholder’s address appearing in the securities register maintained by the trustee. In the event we elect to redeem less than all of the Bonds, the particular Bonds to be redeemed will be selected by the trustee by such method as the trustee shall deem fair and appropriate.

 

 

Merger, Consolidation or Sale

 

We may consolidate or merge with or into any other corporation, and we may sell, lease or convey all or substantially all of our assets to any corporation, provided that the successor entity, if other than us:

 

 

 

and provided further that no event of default under the Indenture shall have occurred and be continuing.

 

Except as described below under “Certain Covenants – Offer to Repurchase Upon a Change of Control Repurchase Event,” the Indenture does not provide for any right of acceleration in the event of a consolidation, merger, sale of all or substantially all of the assets, recapitalization or change in our stock ownership. In addition, the Indenture does not contain any provision which would protect the Bondholders against a sudden and dramatic decline in credit quality resulting from takeovers, recapitalizations or similar restructurings.

 

Certain Covenants

 

We will issue the Bonds under an indenture, or the Indenture, to be dated as of the initial issuance date of the Bonds between us and UMB Bank, N.A., as the trustee. The Indenture contains covenants that limit our ability to incur, or permit our subsidiaries to incur, third-party indebtedness that would be senior to the Bonds, whether secured or unsecured, unless all of the net proceeds of such indebtedness, less any costs of issuance or sale of such indebtedness, are used for the repayment of the Bonds. Further, we are limited from selling any equity interest in any of our subsidiaries, or causing any of our subsidiaries to issue new equity to any third party, unless the net proceeds of such sale or issuance are used for the repayment of the Bonds.

 

Pursuant to the Indenture, we are also required to maintain a bond service reserve equal to 3% of the net proceeds raised in this Offering, or the Bond Service Reserve, which will be used for payment of interest on the Bonds. The funds subject to the Bond Service Reserve will be made available to the company for general business purposes, one year following the termination of the Offering.

 

Offer to Repurchase Upon a Change of Control Repurchase Event

 

"Change of Control Repurchase Event", means (A) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the membership units entitling that person to exercise more than 50% of the total voting power of all the membership units entitled to vote in meetings of the Company (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and (B) following the closing of any transaction referred to in subsection (A), neither we nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (“NYSE”), the NYSE American, or the Nasdaq Stock Market, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or the Nasdaq Stock Market.

  

If a Change of Control Repurchase Event occurs, unless we have exercised our option to redeem the Bonds as described under “Optional Redemption,” the Company or Trustee shall make an offer to each Bondholder to repurchase all or any amount of each Bondholder's Bonds at the redemption price set forth on the Bond.

 

 

Event of Default

 

The following are events of default under the Indenture with respect to the Bonds:

 

 

 

 

 

 

Book-entry and other indirect Bondholders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or rescind an acceleration of maturity.

 

Annually, within 120 days following December 31st while the Bonds are outstanding, we will furnish to the trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the Indenture, or else specifying any event of default and the nature and status thereof. We will also deliver to the trustee a written notification of any uncured event of default within 30 days after we become aware of such uncured event of default.

 

Remedies if an Event of Default Occurs

 

Subject to any respective cure period, if an event of default occurs and is continuing, the trustee or the Bondholders of not less than a majority in aggregate outstanding principal amount of the Bonds may declare the principal thereof, and all unpaid interest thereon to be due and payable immediately. In such event, the trustee will have the right force us to sell any assets held by us or any subsidiary of ours that we have the unilateral right to cause it to sell its assets. We will be required to contribute the proceeds of any such sale to the repayment of the Bonds. With respect to subsidiaries for which we do not have the unilateral right to sell their assets, the trustee has the right to force us to sell our equity in such subsidiary in order to repay the Bonds.

  

At any time after the trustee or the Bondholders have accelerated the repayment of the principal, premium, if any, and all unpaid interest on the Bonds, but before the trustee has obtained a judgment or decree for payment of money due, the Bondholders of a majority in aggregate principal amount of outstanding Bonds may rescind and annul that acceleration and its consequences, provided that all payments, other than those due as a result of acceleration, have been made and all events of default have been remedied or waived.

 

The Bondholders of a majority in principal amount of the outstanding Bonds may waive any default with respect to that series, except a default:

 

 

 

 

The Bondholders of a majority in principal amount of the outstanding Bonds may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the Bonds, provided that (i) such direction is not in conflict with any rule of law or the Indenture, (ii) the trustee may take any other action deemed proper by the trustee that is not inconsistent with such direction and (iii) the trustee need not take any action that might involve it in personal liability or be unduly prejudicial to the Bondholders not joining therein. Subject to the provisions of the Indenture relating to the duties of the trustee, before proceeding to exercise any right or power under the Indenture at the direction of the Bondholders, the trustee is entitled to receive from those Bondholders security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which it might incur in complying with any direction.

  

A Bondholder will have the right to institute a proceeding with respect to the Indenture or for any remedy under the Indenture, if:

 

 

 

 

 

 

However, the Bondholder has the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Bond on the respective due dates (or any redemption date, subject to certain discounts) and to institute suit for the enforcement of any such payment and such rights shall not be impaired without the consent of such Bondholder.

 

 

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LEGAL PROCEEDINGS

 

There are currently no legal proceedings involving our Company.

 

 

 

 

 

 

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Security Ownership of Certain Beneficial Owners (10% or more)*

 

Title of Class		Name and Address of Beneficial Owner**	Amount and Nature of Beneficial Ownership Acquirable	Percent of Class	Owned	Acquirable
Membership Interests		Michael D. Freedman	1,012	33.7%	100%	0%
Membership Interests		Michael L. Coben	844	28.1%	100%	0%
Membership Interests		Andrew M. Brecher	844	28.1%	100%	0%

 

* Security Ownership of Beneficial Owners of the Issuer is through each individual's ownership in LHLS. LHLS is our sole member owning 100% of our Membership Interests. Each of Messrs. Freedman, Coben and Brecher own voting common stock in LHLS as provided in the table above, resulting in corresponding beneficial interests in us.

** Address for each individual is 1100 E. Hector Street, Suite 415, Conshohocken, PA 19428. 

 

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

 

Our company is a member-managed limited liability company and operated solely by the personnel of our sole member pursuant to our limited liability company operating agreement. The following table sets forth information on the board of directors and executive officers of our sole member.

  

Name		Age		Position with our Company		Director/Officer Since
Michael D. Freedman		58		Chief Executive Officer*		May 31, 2018
Michael L. Coben		60		Chief Distribution and Business Development Officer*		May 31, 2018
Andrew M. Brecher		49		Chief Operating Officer*		May 31, 2018
Jennifer Felice Breen		49		Chief Financial Officer		January 4, 2021
Leslie Logsdon		58		Chief Investment Officer**		April 14, 2021

 

*Member of the board of directors.  

**Our former Chief Investment Officer, James J. Dodaro resigned effective as of March 12, 2021. 

 

Executive Officers and Directors

 

Set forth below is biographical information for LHLS’ executive officers and board of directors.

 

Michael D. Freedman is the Chief Executive Officer and a member of the board of directors. Michael has been a leader in the life settlement market for 17 years. He previously served as President of GWG Holdings, Inc. and its subsidiary life settlement provider GWG Life, LLC during which time the company became the second most active company in the industry. For 12 years prior, Michael led the life settlement market’s legal and regulatory development as head of Government Affairs at Coventry First. He was the driving force behind the passage of more than 60 state and federal laws that promote and regulate life settlements. Michael currently serves as Chairman of the Public Policy Council of the Life Insurance Settlement Association, and as the Executive Director of the Alliance for Senior Health Care Financing. Michael holds a Bachelor’s degree from the University of Albany and a Juris Doctorate degree from the University at Buffalo School of Law.

 

Michael L. Coben is the Chief Distribution and Business Development Officer and a member of the board of directors. Michael brings Lighthouse Life more than 30 years of expertise in building strategic alliances and managing successful teams. For 13 years he led national sales as SVP, National Distribution at Coventry. While there, he developed national alliances and increased distribution from all channels. In addition, he built and led a wholesale distribution platform that facilitated the purchase of more than 12,000 life insurance policies with a combined net death benefit of nearly $30 billion. Michael also served as the CEO of Coventry Securities LLC, a registered broker-dealer focused on variable life settlements. Earlier, he was a regional director for Jackson National Life’s Mid-Atlantic Region and a wholesaler at Manulife Financial. Michael is a respected national educator and speaker and is a member of the Philadelphia Estate Planning Counsel and the Society of Financial Service Professionals. He holds a BA from Dickinson College and a FINRA series 7 license.

 

Andrew M. Brecher is the Chief Operating Officer and a member of the board of directors. Andrew has managed and directed operations and technology platforms in the life settlement market for more than 20 years. He was previously the Chief Information Officer at Coventry. While there, he was responsible for the design and implementation of the market’s first life settlement pricing and tracking system, and several other mission-critical enterprise and business intelligence systems. He has extensive experience in all aspects of information technology, operations, infrastructure, and facilities management, on both domestic and international levels. Andrew is an expert in cyber security and disaster recovery and received a certification in Cyber Security Management from the Information Systems Audit and Control Association. He holds a BS from Syracuse University’s Whitman School of Management.

 

 

Jennifer Felice Breen is the Chief Financial Officer. Jennifer has over 20 years of expertise in financial services. Prior to joining the Company, Jennifer worked at Resource Real Estate in Philadelphia, PA, serving as Vice President and Chief Accounting Officer for the non-traded REIT’s. She began her career at KPMG, LLP, where she was a Senior Manager. She has also worked in accounting and finance roles at ACE INA Holdings, Inc., Iomega Corporation, Tekni-Plex, Inc. and AC Lordi. She holds a BS in Accounting from Rider University and an Executive MBA from the Erivan K. Haub School of Business at Saint Joseph’s University.

 

Leslie W. Logsdon is the Chief Investment Officer. Les has more than 30 years of expertise in finance, insurance, and investments. For 10 years, he worked with CMG Life Services as the Director of Operations where he led CMG’s effort to acquire life insurance policy assets and assisted in the placement of $2,000,000,000 investor capital. Mr. Logsdon developed several computer applications to analyze and project the performance of the life insurance policies acquired. Prior to CMG, Mr. Logsdon served as a chief financial officer of several regional insurance brokerage firms. Mr. Logsdon is a licensed life and health insurance producer. Mr. Logsdon attended Indiana University of Pennsylvania for his Bachelor's degree in Applied Mathematics and Computer Science. He also holds an Executive MBA Degree from the University of Pittsburgh.

 

 

 

 

 

 

  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

We anticipate that distributions of cash will be made from us to LHLS in accordance with our operating agreement, in amounts as determined by LHLS, as our sole member, and that such amounts will be at least sufficient to pay the overhead expenses and other liabilities of LHLS.

 

 

 

 

 

 

 

 

 

 

 

INDEPENDENT AUDITORS

 

The consolidated financial statements of Lighthouse Life Capital, LLC and Subsidiaries as of September 30, 2021 and for the year then ended, as respectively included in this offering circular, have been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report herein.

 

The consolidated financial statements of Lighthouse Life Capital, LLC and Subsidiaries as of September 30, 2020 and for the period July 9, 2020 (commencement of operations) through September 30, 2020 , have been audited by BBD, LLP, an independent registered public accounting firm.

 

 

 

 

 

 

 

 

 

LEGAL MATTERS

 

Certain legal matters in connection with this offering, including the validity of the Bonds, will be passed upon for us by Kaplan Voekler Cunningham & Frank, PLC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We will file, annual, semi-annual and special reports, and other information, as applicable, with the SEC. You may read and copy any document filed with the SEC at the SEC's public company reference room at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains a web site that contains reports, and informational statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

 

Our company has filed an offering statement of which this offering circular is a part with the SEC under the Securities Act. The offering statement contains additional information about us. You may inspect the offering statement without charge at the office of the SEC at Room 1580, 100 F Street, N.E., Washington, D.C. 20549, and you may obtain copies from the SEC at prescribed rates.

 

This offering circular does not contain all of the information included in the offering statement. We have omitted certain parts of the offering statement in accordance with the rules and regulations of the SEC. For further information, we refer you to the offering statement, which may be found at the SEC's website at http://www.sec.gov. Statements contained in this offering circular and any accompanying supplement about the provisions or contents of any contract, agreement or any other document referred to are not necessarily complete. Please refer to the actual exhibit for a more complete description of the matters involved.

 

 

 

 

 

 

 

PART F/S

 

Index Financial Statements

 

Consolidated Financial Statements of Lighthouse Life Capital LLC for the fiscal year ended September 30, 2021 and the period from inception to September 30, 2020	F-1
Consolidated Combined Financial Statements of Lighthouse Life Solutions, LLC and Lighthouse Life Direct, LLC for the period from October 1, 2019 to July 8, 2020	*

 

 *to be filed by amendment

 

  

Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firms		F-2
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations		F-5
Consolidated Statements of Member’s Deficit		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8

  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders

of Lighthouse Life Capital, LLC

 

Opinion

 

We have audited the accompanying consolidated balance sheet of Lighthouse Life Capital, LLC as of September 30, 2020 and the consolidated statements of operations, member’s equity (deficit) and cash flows for the period July 9, 2020 (commencement of operations) through September 30, 2020 and the related notes to the financial statements (collectively referred to as the “financial statements”).

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lighthouse Life Capital, LLC as of September 30, 2020 and the results of its operations, changes in member’s equity and cash flows for the period July 9, 2020 through September 30, 2020 in accordance with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of Lighthouse Life Capital, LLC’s management. Our responsibility is to express an opinion on Lighthouse Life Capital, LLC’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Lighthouse Life Capital, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current audit of the financial statements that were communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We have determined that there are no critical audit matters.

 

/s/ BBD, LLP

 

We have served as the auditor of Lighthouse Life Capital, LLC since 2020.

Philadelphia, Pennsylvania

April 29, 2021

 

     

Lighthouse Life Capital, LLC and subsidiaries

Consolidated Balance Sheets

	September 30, 2021	September 30, 2020
Current assets:	ASSETS
Cash & Cash Equivalents	$3,559,444	$62,990
Accounts Receivable	8,975	9,000
Prepaid Expenses	310,930	66,263
Expense Reimbursements Receivable	500	3,365
Total current assets	3,879,849	141,618
Other assets:
Collateral Deposit	100,000	100,000
Restricted Cash – Bond Service Reserve	335,787	-
Total other assets	435,787	100,000
Total assets	$4,315,636	$241,618
	LIABILITIES
Current liabilities:
Accrued Expenses	$154,636	$134,737
Accrued Interest, Beacon Bonds	73,486	-
Accounts Payable	677,313	120,873
Total current liabilities	905,435	255,610
Long term liabilities:
Beacon Bonds, Net	9,686,108	-
Total liabilities	$10,591,543	$255,610
Commitments and contingencies (see note 3)
	MEMBER'S DEFICIT
Member’s deficit:	$(6,275,907)	$(13,992)
Total member's deficit	(6,275,907)	(13,992)
Total liabilities and member's deficit	$4,315,636	$241,618

Lighthouse Life Capital, LLC and subsidiaries

Consolidated Statements of Operations

	For the year ended September 30, 2021	For the period from inception (July 9, 2020) to September 30, 2020
REVENUES	$1,327,861	$166,869
OPERATING EXPENSES
Compensation	2,941,132	649,963
Professional Fees	702,013	146,930
Regulatory Expenses	31,763	4,140
Customer Acquisition Costs	1,306,972	172,900
IT Fees	284,459	87,924
Occupancy	116,284	27,297
Business Insurance	92,201	20,484
Travel & Entertainment	38,228	2,082
General & Administrative	156,729	21,527
Total operating expenses	5,669,781	1,133,247
Loss from operations	(4,341,920)	(966,378)
Other income (expense):
Interest income	5,117	1,592
Interest Expense	(509,332)	-
Other Income	3,703	-
Total other (expense) income	(500,512)	1,592
Net loss	$(4,842,432)	$(964,786)

Lighthouse Life Capital, LLC and subsidiaries

Consolidated Statements of Member's Deficit

	For the year ended September 30, 2021	For the period from inception (July 9, 2020) to September 30, 2020
Beginning balance, Member’s Deficit	$(13,992)	$-
(Distributions) Contributions, net	(1,419,483)	950,794
Net loss	(4,842,432)	(964,786)
Ending balance, Member’s Deficit	$(6,275,907)	$(13,992)

Lighthouse Life Capital, LLC and subsidiaries

Consolidated Statements of Cash Flows

	For the year ended September 30, 2021	For the period from inception (July 9, 2020) to September 30, 2020
Cash flows from operating activities:
Net loss	$(4,842,432)	$(964,786)
Adjustments to reconcile net loss to net cash flows used in operating activities: Amortization of bond issuance costs	136,535	-
Changes in operating assets and liabilities:
Accounts receivable	25	(9,000)
Deposits	-	(100,000)
Expense reimbursements receivable	2,865	(3,365)
Prepaid expenses	(244,667)	(66,263)
Accrued expenses	19,899	134,737
Accrued interest	73,486	-
Accounts payable	556,440	120,873
Net cash used in operating activities	(4,297,849)	(887,804)
Cash flows from financing activities:
Net proceeds from beacon bonds	9,549,573	-
Capital contributions	5,225,871	1,649,104
Capital distributions	(6,645,354)	(698,310)
Net cash provided by financing activities	8,130,090	950,794
Net increase in cash and cash equivalents and restricted cash	3,832,241	62,990
Cash and cash equivalents and restricted cash at the beginning of period	62,990	-
Cash and cash equivalents and restricted cash at the end of period	$3,895,231	$62,990