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Regulation D · Rule 506(c) · Verified Accredited Investors Only

Fixed-rate private credit notes at 24% per annum, paid monthly.

Draft Horse Capital Partners LLC issues fixed-rate promissory notes to verified accredited investors. Interest accrues from the day your subscription closes and is paid monthly. The Fund charges no management fee and no performance fee: the Manager is compensated solely from the spread it earns above the note rate.

24%
Per Annum
Fixed
2.00%
Per Month
Simple Interest
Monthly
Interest Paid
By the 5th
12 mo
Renewable
Note Term
$200K
Minimum
Investment
0%
Management &
Performance Fees

Securities are offered pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933 and are available only to verified accredited investors. Nothing on this page is an offer to sell or a solicitation of an offer to buy any security. Any offer is made only through the Fund's Private Placement Memorandum, which contains a complete description of terms, conditions, and risk factors, including the risk of loss of principal.

01
The Offering

A creditor relationship

You hold a note. The obligation to pay you is contractual.

Draft Horse Capital Partners LLC is a Texas private credit fund managed by Draft Horse Wealth Management LLC. Investors purchase fixed-rate promissory notes issued by the Fund. Noteholders are creditors of the Fund, not equity owners: your return does not float with portfolio performance, and you carry no management responsibilities, capital calls, or co-investment obligations.

Each note bears interest at a fixed contractual rate of 24% per annum, calculated as 2.00% per month in simple interest with no compounding. Interest begins to accrue on the closing date of your note and is paid monthly, on or before the fifth day of each calendar month, by wire or ACH.

Notes carry a twelve-month term. At maturity, each note automatically renews for a successive term of equal length at the same rate, unless you deliver written notice of non-renewal at least 45 days before the maturity date. When a note is not renewed, outstanding principal and accrued interest are paid promptly after maturity, and in any event within ten business days.

The Fund charges investors nothing. One hundred percent of offering proceeds are deployed into portfolio investments, and the Manager's compensation depends entirely on the portfolio out-earning your coupon.

On Fees

There is no management fee, no performance fee, and no operating expense pass-through. The Manager pays all operating costs from the excess return it retains above the note rate.

02
How It Works

Four steps from verification to income

Step i.
Verify

Rule 506(c) requires that every investor be a verified accredited investor. Verification is completed through a third party, a CPA, attorney, broker-dealer, or investment adviser letter, or a verification service, before any subscription is accepted. A template letter is available under Offering Documents if your adviser would like one.

Step ii.
Subscribe

Review the Private Placement Memorandum, execute the Subscription Agreement, and fund your commitment. The minimum investment is $200,000, which the Manager may adjust at its discretion. Your note is issued at closing.

Step iii.
Receive Interest

Interest accrues from your closing date at 2.00% per month and is paid monthly, on or before the fifth of each calendar month, directly to the account of record. No distributions to chase, no reinvestment mechanics to manage.

Step iv.
Mature or Renew

At the end of the twelve-month term, your note renews automatically at the same rate unless you give 45 days' written notice. Non-renewed principal and accrued interest are returned within ten business days of maturity.

03
Investment Mandate

How the Fund earns your rate

Sponsored direct lending, focused on the e-commerce sector.

The core of the portfolio is sponsored direct lending. The Fund lends directly to the sponsor, an established private equity operator that acquires and grows cash-flowing e-commerce businesses, at fixed rates above the rate paid on the notes. The sponsor's monthly loan payments, serviced by the operating cash flows of the underlying businesses, fund the monthly interest on your note. The margin the portfolio earns above the 24% paid to investors covers the Fund's costs and is the Manager's only compensation.

I.
Private Credit

The core allocation: fixed-rate loans made directly to the sponsor to finance the acquisition of established, cash-flowing e-commerce businesses. Underwritten for current income first, with pricing that reflects the speed and certainty of execution the lower middle market pays for.

II.
Structured Credit

Asset-backed instruments, structured lending facilities, and other credit structures with defined cash-flow priority. Positions are selected for contractual income and downside definition rather than market appreciation.

III.
Private Equity

Selective minority and control equity positions and co-investments alongside established operators, taken where the Fund's credit relationships create privileged access. A complement to the income engine, not a substitute for it.

The Manager retains full discretion to allocate across the mandate as conditions warrant, prioritizing consistent cash generation to service the notes. The complete investment criteria, concentration policies, and related risk factors are set out in the Private Placement Memorandum.

04
Structure

Why a fixed-term note

Certainty of Terms
A defined rate, on a defined calendar.

Your economics are set in the note itself: 24% per annum, paid monthly, over a twelve-month term. The return does not depend on mark-to-market values, waterfall math, or the Manager's discretion over distributions.

Structural Discipline
No redemption mismatch by design.

Semi-liquid credit vehicles promise liquidity they may have to gate in stress. Draft Horse makes the opposite trade: fixed terms, no early redemption, and therefore no forced selling to meet a queue. Assets and obligations mature on a known schedule.

Alignment
The Manager earns only above your coupon.

With no fees of any kind charged to investors, the Manager's entire compensation is the spread the portfolio earns above the note rate, after it pays every operating expense. If the portfolio underperforms, the Manager absorbs it first.

Institutional Plumbing
Run like an institution from day one.

Independent fund administration, dedicated fund counsel, and segregated fund banking. Reporting flows through the administrator, not through a spreadsheet.

$3T

Private credit has grown into a roughly three trillion dollar global market, with projections toward five trillion by 2029 as borrowers continue to move away from bank balance sheets.

Source: Morgan Stanley, 2025
05
The Principal Reserve Account

A stated objective, not a guarantee

Building toward collateral, out of the Manager's own economics.

The notes are unsecured when issued. What follows is an objective the Manager intends to pursue, not a term of your note.

The Manager intends to fund a segregated Principal Reserve Account out of the spread it retains above the note rate, contributing monthly toward a target equal to 100% of outstanding principal within twelve months of each note's issue date.

No offering proceeds fund the Reserve. Investor capital goes to portfolio investments. Every dollar in the Reserve is a dollar the Manager does not take out of the business.

Reserve Accretion Objective Percentage of outstanding principal, months from note issue
100% 75% 50% 25% 0 123 456 789 101112 MONTHS FROM ISSUE

Illustrative only. The chart depicts the Manager's stated funding objective, not a contractual obligation, a projection of the Fund's performance, or a representation that any particular Reserve balance will be achieved. Funding is discretionary and may be reduced or discontinued at any time.

The account is blocked, and the balance is verifiable. Reserve funds are held in a blocked deposit account governed by a control agreement, which prevents the Manager from withdrawing from the account on its own instruction. On request, the Manager will furnish bank-issued confirmation of the Reserve balance by SWIFT MT940 customer statement message, transmitted by the depository institution directly to the Holder or to a financial institution the Holder designates.

A blocked balance is still not a lien. Collateral requires a security agreement, a control agreement, a collateral agent acting for all Holders, and a filed financing statement. Until all four exist, your note remains a general unsecured obligation of the Fund. The Manager intends to complete that perfection once the Reserve is large enough to justify the cost of administering it, at which point the offering documents will be supplemented and existing Holders notified.

What the Reserve Is Not

The Reserve is not a standby letter of credit, bank guarantee, insurance, or third-party guarantee, and is not FDIC insured. Funding is at the Manager's discretion and may be reduced or discontinued at any time. No representation is made that the Reserve will reach any particular level, that a security interest will ever be perfected, or that Reserve assets would suffice to repay any note. Evaluate this offering on the assumption that your note is and will remain unsecured.

06
Summary of Terms

The offering at a glance

ItemTerm
IssuerDraft Horse Capital Partners LLCA Texas limited liability company
ManagerDraft Horse Wealth Management LLCA Texas limited liability company
Offering ExemptionRegulation D, Rule 506(c)Section 4(a)(2) of the Securities Act of 1933
Eligible InvestorsVerified accredited investors onlyThird-party accreditation verification required prior to acceptance
InstrumentFixed-rate promissory noteCreditor position; no equity, voting, or governance rights
Interest Rate24.00% per annum, fixed2.00% per month; simple interest, no compounding
Interest PaymentsMonthlyOn or before the 5th day of each calendar month, by wire or ACH
Term12 monthsAutomatic renewal for successive equal terms at the same rate
Non-Renewal Notice45 days' written notice before maturityPrincipal and accrued interest paid within 10 business days after maturity
Early RedemptionNoneThe Fund may prepay any note without penalty at its discretion
Minimum Investment$200,000Other amounts accepted at the Manager's sole discretion
Fees to InvestorsNone0% management fee, 0% performance fee, no expense pass-through
SecurityUnsecured obligations of the FundThe Principal Reserve Account is a stated objective of the Manager, not a term of the notes. It confers no lien, security interest, or claim on any asset unless and until a security agreement, control agreement, and financing statement are executed and perfected. See the PPM.
TransferabilityRestrictedNotes are unregistered and may not be transferred without consent
Tax ReportingInterest incomeReported annually on IRS Form 1099-INT
Fund AdministratorNAV Consulting, Inc.
Auditor & TaxCherry Bekaert
Fund CounselScale LLP
Banking & CustodyGrasshopper Bank
Governing LawState of Texas

This summary is qualified in its entirety by the Private Placement Memorandum, the Subscription Agreement, and the Form of Note, which together control in the event of any inconsistency. Capitalized terms used here are defined in those documents.

07
Leadership

Who manages the Fund

CC
Caleb Caraway
Managing Partner & Chief Executive Officer

Mr. Caraway leads investment strategy, portfolio construction, and fund operations. He previously founded and managed Corinthian Capital Partners LLC, a private credit fund, where he developed the underwriting and structured-lending disciplines that Draft Horse is built on. He is a principal of Dark Horse Wealth Management LLC, a Texas family office platform for alternative assets.

AK
Adil Kassam
Managing Partner & Chief Development Officer

Mr. Kassam leads business development, investor relations, and strategic partnerships for the Fund. He maintains longstanding relationships across sovereign wealth, institutional, and family office networks, and directs the Fund's capital formation and partner coverage.

08
Operations & Governance

Independent service providers

Fund Counsel
Scale LLP

Fund formation, offering documents, and ongoing securities counsel.

Audit & Tax
Cherry Bekaert

Annual audit of the Fund's financial statements and tax advisory.

Administration
NAV Consulting, Inc.

Independent administration, investor recordkeeping, and reporting.

Banking & Custody
Grasshopper Bank

Dedicated, segregated fund accounts. No commingling with the Manager.

Independent reporting

Investor statements and confirmations are produced through the Fund's independent administrator, NAV Consulting, Inc., not by the Manager.

Verification before capital

No subscription is accepted until accreditation verification, KYC and AML screening, and a completed subscription package are on file. Wires are accepted only into the Fund's dedicated account.

Clean segregation

Offering proceeds are deployed into portfolio investments. The Manager's own operating costs are paid from its retained spread, never from investor capital.

09
Common Questions

Answered plainly

Who is eligible to invest?

The offering is limited to verified accredited investors under Rule 506(c) of Regulation D. Because the Fund relies on 506(c), self-certification is not sufficient: accreditation must be verified through reasonable steps, typically a letter from your CPA, attorney, broker-dealer, or registered investment adviser, or through a third-party verification service. Non-U.S. investors should contact the Manager to discuss eligibility and documentation.

What exactly am I purchasing?

A fixed-rate promissory note issued by Draft Horse Capital Partners LLC. You are a creditor of the Fund with a contractual right to interest and principal on the note's schedule. You hold no equity, no voting rights, and no governance role, and you bear no management fees or capital calls.

What does the Fund do with the money?

The core strategy is sponsored direct lending in the e-commerce sector. The Fund lends directly to the sponsor, a private equity operator acquiring established e-commerce businesses, at fixed rates above the note rate, and the sponsor's monthly payments fund the interest on your note. The balance of the mandate, structured credit and selective private equity, follows the same income-first discipline. The complete investment criteria, allocation policies, and related risk factors are described in the Private Placement Memorandum.

How and when is interest paid?

Interest accrues from the closing date of your note at 2.00% per month, simple interest with no compounding, and is paid monthly on or before the fifth day of each calendar month by wire or ACH to the account of record. Interest income is reported annually on IRS Form 1099-INT.

What happens at the end of the term?

Each note automatically renews for a successive term of equal length at the same rate and on the same conditions. If you prefer to exit, deliver written notice of non-renewal to the Manager at least 45 days before the maturity date. Outstanding principal and accrued interest on a non-renewed note are paid as promptly as practicable after maturity, and in any event within ten business days.

Can I exit before maturity?

No. The notes carry no redemption right, no put option, and no early-withdrawal mechanism during a term. This is deliberate: the Fund does not promise liquidity it would have to fund by selling assets under pressure. The Fund may, at its sole discretion, prepay a note before maturity without penalty. Notes are also subject to transfer restrictions and may not be sold or assigned without consent.

Are the notes secured or insured?

No. The notes are unsecured obligations of the Fund. They are not bank deposits, are not insured by the FDIC or any other agency, and are not guaranteed by any third party. The Fund's ability to pay interest and principal depends on the performance of its portfolio. The Private Placement Memorandum contains a complete discussion of risk factors, and it should be read in full before investing.

The Manager has stated an objective of building a Principal Reserve Account out of its own retained spread, with the aim of accumulating an amount equal to 100% of outstanding principal over the twelve months following each note's issue date. That objective does not change the answer above. The Reserve is not a standby letter of credit, a bank guarantee, insurance, or a third-party guarantee, it is funded at the Manager's discretion and may be suspended at any time, and it confers no lien or security interest on any noteholder unless and until a security agreement, a deposit account control agreement, a collateral agent appointment, and a filed financing statement are all in place. You should evaluate this offering on the assumption that your note is and will remain unsecured. See "The Principal Reserve Account" above and the Private Placement Memorandum.

What does the Manager earn?

The Manager charges the Fund no management fee and no performance fee. It is compensated by the spread: whatever the portfolio earns above the 24% note rate, after the Manager pays all operating expenses of the Fund from its own retained economics. The Manager profits only after your coupon is covered.

What reporting will I receive?

Monthly interest payments with confirmations through the fund administrator, NAV Consulting, Inc., and an annual Form 1099-INT for tax reporting. Investor questions are handled directly by the Manager.

10
Offering Documents

The controlling materials

Wire Fraud Warning

Always confirm wire instructions verbally with the Manager at a known telephone number before transmitting funds. The Fund will never send you revised wire instructions by email, and will never ask you to send funds to an account in any name other than Draft Horse Capital Partners LLC. Treat any such request as fraudulent.

Access to these materials is restricted. The documents above are confidential offering materials of Draft Horse Capital Partners LLC, provided subject to the notices they contain. By opening them you agree to maintain their confidentiality and to rely on them, not this page, as the complete statement of the offering.

11
Investor Intake

Ready to proceed

Everything you need to evaluate the offering is on this page and in the documents above. When you are ready, complete the intake form and the Manager will open your subscription through the Fund's administrator, NAV Consulting, Inc., where the official subscription documents are issued for execution.

Thank you. Your email client has been opened with your intake details. If it did not open, please write to caleb@darkhorse-ventures.com directly.