Windmarke connects accredited investors with vetted sponsors through structured private credit opportunities — defined terms, centralized due-diligence, one platform.
Access curated, accreditation-gated private credit deals — every transaction reviewed, structured, and presented with defined terms.
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Submit structured private credit transactions and engage a qualified investor base — through one workflow, with one source of truth.
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Three primitives running underneath every transaction on the marketplace.
Invitation-only access with role-based permissions. Identity, accreditation, and AML checks performed by Windmarke partners.
Every deal is presented with standardized documentation, defined terms, and centralized data rooms — built for institutional review.
Centralized commitments, communications, and post-close reporting from one connected dashboard. No more chasing PDFs.
A single, structured workflow shared by both sides of the marketplace.
Apply as an investor or submit your firm to list opportunities. Reviewed within one business day.
Investors browse curated deals. Sponsors submit structured private credit transactions for review.
Access standardized data rooms, defined terms, and full diligence in a centralized review flow.
Sign, fund, and track post-close activity — all in a single, transparent dashboard.
Access structured private credit opportunities presented with defined terms and centralized documentation.
Submit structured private credit opportunities and engage with a qualified investor base.
Seven tiered services — from marketplace exposure to intelligence-led conversion — built to accelerate your raise at every stage.
New accredited investors receive a 1:1 onboarding session, a curated deal short-list, and our quarterly market briefing — at no cost.
Sponsor · Northwind Capital
78% allocated · 7 days left
Sponsor · Atlas Credit
Pre-release · indicate interest
Sponsor · Meridian Partners
42% allocated · 14 days left
Sample data shown for illustrative purposes. All actual transactions are accreditation-gated.
Everything you need to know about SPV structures, preferred securities, and how the global market works — in one place.
Windmarke utilizes SPV structures to hold and manage investment positions in portfolio enterprises. An SPV is a separate legal entity formed for a defined, limited purpose — to aggregate investor capital for participation in a single underlying investment opportunity. SPVs provide structural clarity, segregate risk at the deal level, and simplify cap-table administration for the issuer.
Each Windmarke SPV is organized as a Delaware limited liability company and operates pursuant to a governing operating agreement defining investor rights, distribution waterfalls, voting provisions, and transfer restrictions. Investors hold membership interests in the SPV — not direct equity in the underlying portfolio company.
Windmarke conducts offerings in reliance on exemptions from registration provided under Regulation D of the Securities Act of 1933.
Permits sales to an unlimited number of accredited investors and up to 35 non-accredited but sophisticated investors. No general solicitation permitted. Windmarke generally limits 506(b) offerings to accredited investors only.
Permits general solicitation and advertising but restricts sales exclusively to verified accredited investors. All investors undergo third-party accreditation verification.
Windmarke operates as the issuer of its own securities. The membership interests offered through each Windmarke SPV are securities of the SPV itself — Windmarke is not acting as a broker-dealer, investment adviser, or intermediary in distributing third-party securities. This structure relies on the "issuer exemption" from broker-dealer registration under Section 15(a) of the Securities Exchange Act of 1934 and Rule 3a4-1.
The portfolio positions held within each Windmarke SPV are assets owned by Windmarke or by the SPV itself. We are issuing securities in our own vehicle, backed by assets we control — the seller and the issuer are the same party.
All Regulation D offerings are filed on Form D with the SEC within 15 days of first sale. Securities sold under Regulation D are "restricted securities" subject to transfer limitations under Rule 144.
Investing in private enterprises requires a disciplined, ongoing process. The practices below are the framework Windmarke applies to every opportunity.
Disciplined evaluation does not mean reacting to every fluctuation. Private investments are inherently long-duration. The goal is informed conviction — the ability to articulate, at any point, why you hold the position and what would cause you to change your mind.
Private investments are not "set and forget." Active engagement protects capital and creates follow-on opportunities.
At the point of investment and at each subsequent update, ask these questions:
A preferred security — most commonly preferred stock or preferred equity — is a class of ownership interest that ranks senior to common equity but junior to debt in the capital structure. Preferred securities combine features of both equity and fixed-income instruments: they carry a stated dividend or distribution preference and a defined liquidation preference, but participate in the issuer's capital appreciation through conversion rights.
In a liquidation or sale, claims are satisfied in order:
Understanding the mechanics that define preferred security rights and protections.
The amount a preferred holder receives before any distribution to common holders upon a liquidation event. A standard 1x non-participating preference returns the original investment amount; a 2x participating preference returns twice the investment and then participates pro-rata in remaining proceeds.
Expressed as a percentage of original issue price (e.g., 8% per annum). Dividends may be cumulative (unpaid dividends accrue) or non-cumulative. They may be payable in cash or paid-in-kind (PIK), where unpaid dividends compound into additional preferred shares.
Gives the holder the right to convert preferred shares into common shares at a defined conversion ratio. Conversion is typically optional for the holder and may be triggered automatically upon a qualified IPO. The ratio is subject to adjustment for stock splits and anti-dilution provisions.
If the issuer subsequently issues equity at a lower price (a "down round"), anti-dilution provisions adjust the conversion ratio in favor of existing preferred holders. Two formulations: weighted-average (broad or narrow-based) and full-ratchet, the latter being more protective.
Preferred holders generally vote on an as-converted basis with common. They vote separately as a class on specified protective provisions — charter amendments, authorization of senior securities, changes to authorized share counts, mergers, asset sales, and dissolution.
Allow the holder to require the issuer to repurchase shares at a defined price after a stated period (commonly 5–7 years). Provides a liquidity mechanism in the absence of a sale or IPO, subject to the issuer's legal ability to make distributions.
Despite their senior position to common equity, preferred securities carry meaningful risks:
The world's largest private preferred market, driven by venture capital, growth equity, and private equity ecosystems. Substantially all institutional venture financings are structured as convertible preferred stock.
Public-market preferred securities trade on the NYSE, NYSE American, and Nasdaq. Pricing is closely tied to long-term interest-rate movements.
Preferred securities span a globally distributed asset class across private and public markets.
Dominated by hybrid bank capital instruments — AT1 and Tier 2 securities — issued by major financial institutions to satisfy Basel III and CRR capital requirements.
Rapid expansion over the past decade. Chinese, Japanese, Korean, and Australian financial institutions are significant AT1 and Tier 2 issuers.
Latin American markets concentrated in Brazil and Mexico with significant bank and utility participation. Canadian preferred markets are mature and active, particularly for rate-reset preferred securities.
Windmarke focuses on preferred securities in private enterprises where structural protections, governance rights, and aligned terms create durable risk-adjusted return potential.
Our SPV structures aggregate qualified-investor capital into single-deal vehicles, enabling participation at scale in opportunities that would otherwise be inaccessible.
Through disciplined sourcing, diligence, and ongoing portfolio engagement, we seek to deliver the benefits of preferred-equity investing while maintaining the regulatory and structural safeguards described throughout this document.
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