Phoenix is a note management and transaction infrastructure provider. We are involved from the beginning — not just after closing. Our role starts during underwriting, where we evaluate the business, identify gaps, and help structure the transaction to meet institutional standards. This creates a clear path toward a stable, well-managed, and professionally administered asset. At closing, Phoenix documentation forms the core of the financing structure — securing the note, establishing lien position, activating personal guarantees, and defining the legal framework for performance and protection. Closing is not a handoff — it is where the full structure is put in place. After closing, we continue to manage and monitor the asset. This includes overseeing the payment waterfall, tracking financial covenants, coordinating with a licensed third-party servicer, maintaining legal controls, and supporting the business as it moves toward institutional readiness. ***Phoenix is not a lender, broker-dealer, placement agent, or financial institution. All investor-related activities are conducted exclusively through an independently licensed Authorized Placement Agent.

A traditional bank-financed sale requires the buyer to meet rigid underwriting standards that often don't reflect the full value of your business. Many capable operators are excluded, and sale prices are frequently compressed as a result. With Phoenix, you can act as the financing source — allowing transactions to be structured around what the business actually supports. We underwrite the deal alongside you before closing, creating a clear, documented path toward institutional standards from day one. An informal seller note leaves you exposed to a single buyer, in a single business, with limited oversight and no structured path to liquidity. There is typically no ongoing monitoring, limited legal protection beyond the note itself, and no mechanism for professional administration throughout the term. The Phoenix Program introduces structure at every stage. Before closing, we identify risks and define a compliance roadmap. At closing, the note is secured with a first-priority lien, personal guarantees, and account control (DACA). After closing, ongoing monitoring and covenant oversight work together to protect your position and preserve the value of your note throughout its term.

No—your transaction closes directly between you and your buyer. Phoenix provides the legal and structural framework that executes the financing—securing the note, establishing lien position, and defining the terms that govern performance and protection. From day one, the note is structured with a clear path toward liquidity. As it builds a performance history and meets re-underwriting standards, it will enter a structured aggregation process designed to facilitate transfer to third-party investors—helping accelerate repayment of your principal and shorten your overall exit timeline. Phoenix’s role is to structure, manage, and advance the note through this process—from closing through performance and, where applicable, toward accelerated repayment.

No—the down payment is determined between you and your buyer. Phoenix participates in underwriting the transaction and structuring the note terms, but does not set or require a specific down payment. This allows you to structure the deal based on what works best for both parties.

The program is designed for owners of established, cash-flowing businesses who want to sell at full value without being limited to buyers who qualify for traditional bank financing. Ideal sellers: Own a business with stable, well-documented cash flow Want a sale price that reflects the business’s true value Are comfortable receiving monthly income through a seasoning period rather than a single lump sum at closing Value professional oversight of the note and strong legal protections throughout the term Are open to the potential for earlier principal repayment through institutional investor capital

Yes. Certain elements of the Phoenix program require qualification as an accredited investor under federal securities laws. In simple terms, an accredited investor is someone who meets specific financial thresholds. The most common ways to qualify are: Net worth over $1 million (excluding your primary residence), or Annual income over $200,000 individually (or $300,000 with a spouse or partner), typically over the past two years Phoenix will guide you through this process and administer a short Accredited Investor Questionnaire during onboarding. In many cases, the value of your business or the note received from its sale—combined with your other assets—may contribute toward meeting the required threshold. If you do not qualify as an accredited investor, you can still complete your transaction through the Phoenix program and receive payments under the standard structure. However, certain structural components of the program may not be available.