TSL LLC / Capital Instruments
Secured debt instruments with first-position liens on the full ecosystem. Not a venture bet. A structure.
Request Investor PackageInstrument
T1 PGN
Priority Growth Note — senior secured, first lien
Principal
$25M
Single tranche. No options. No converts.
Return
1.25x flat
No equity. No warrants. Fixed return.
| Tranche | Amount | Return | Lien Position |
|---|---|---|---|
| T1Priority Growth Note | $25,000,000 | 1.25x flat | First lien — full ecosystem |
| T2Subordinated Note | $500,000,000 | 10% PIK | First lien — subordinate release at T2 close |
| T3Participating Preferred | $2,500,000,000 | 8% PIK | First lien — subordinate release at T2 close |
All tranches: first lien on full ecosystem from Day 1. T2 and T3 liens subordinate to T1 on cash flow. T1 releases its lien position upon T2 close.
A
Future Placement Rights on Every Round
TSL holds FPRs on all future equity rounds. Pro-rata participation rights attach to every funding event from Day 1 forward. The structure cannot dilute without notice.
B
FPRs on Asset Dispositions
Any sale, transfer, or license of ecosystem assets triggers a matching FPR window. TSL participates in exit events at the same terms as the transaction triggering the right.
C
15-Day Windows. Silence = Pass.
Each FPR provides a 15-day exercise window from notice. If no response is received within 15 days, the right lapses and TSL retains no obligation. Execution speed is preserved — rights are structured, not guaranteed.
D
TSL Retains Execution Speed
The 15-day silent pass ensures operators are never delayed by capital structure mechanics. TSL's rights are structural protections, not veto positions. The ecosystem moves; TSL's protections activate on transactions, not on operations.
Parent Entity
TSL LLC
Clean. Single member. No encumbrances.
Holding Vehicle
TSL (Holding) LLC
First lien holder. Receives distributions.
OpCo 01
TSL OpCo 01
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OpCo 13
TSL OpCo 13
IP is licensed to operating arms — not sold. Each arm is individually pledged to the holding vehicle. Bankruptcy remoteness is maintained through clean parent separation and documented independent governance.
"One founder. Sub-$2,500 deployed. 8 weeks. $500M binding term sheet. Same system."
T1 is Open
T1 PGN allocation is open. The package includes the Executive Summary, Investment Deck, and Term Sheet — structured for institutional review.