roiif_253g2
Filed Pursuant to Rule 253(g)(2)
File No. 024-11274
RED OAK CAPITAL INTERMEDIATE INCOME FUND, LLC
SUPPLEMENT NO. 1 DATED MARCH 4, 2021
TO THE OFFERING CIRCULAR DATED DECEMBER 28, 2020
This
document supplements, and should be read in conjunction with, the
offering circular of Red Oak Capital Intermediate Income Fund, LLC
(“we,” “our” or “us”), dated
December 28, 2020 and filed by us with the Securities and Exchange
Commission, or the Commission, on December 29, 2020, or the
Offering Circular. Unless otherwise defined in this supplement,
capitalized terms used in this supplement shall have the same
meanings as set forth in the Offering Circular. If any statement in
this supplement contradicts or conflicts with the Offering
Circular, then this supplement shall control.
The purpose of this supplement is to
disclose (i) the independence
requirement of the members of our Participation Fund IC and (ii)
the addition of Great Lakes Fund Solutions Inc. as an additional
nominee holder of Bonds for purchasers not purchasing through a DTC
participant.
Independent Participation Fund IC
Our
Manager has decided that at least a majority of the members of our
Participation Fund IC shall be independent.
“Independent” shall mean a person who is not and has
not been in the prior 12 calendar months: (1) an officer, manager,
managing member, general partner of our Manager or any of its
affiliates; (2) any attorney or accountant hired on behalf of our
Manager or any of its affiliates; or (3) a beneficial owner of
twenty percent (20%) or more of the voting securities of our
Manager or any of its affiliates. Our Manager is currently vetting
candidates for our Participation Fund IC that meet this criteria
and intends to satisfy this requirement by September 30,
2021.
Additional Nominee Holder
All
disclosure under “Plan of
Distribution” of the Offering Circular with the same
headings as set forth below shall be replaced in its entirety as
follows:
Book-Entry, Delivery and Form
All
Bonds are being issued to investors in book-entry only format and
will be represented by global bond certificates, or certificates,
deposited with a nominee holder. The nominee holders are: (i) the
Depository Trust Company, or DTC, or its nominee Cede & Co. for
purchasers purchasing through DTC participants; and (ii) Great
Lakes Fund Solutions Inc., or Great Lakes Fund Solutions, for
purchasers not purchasing through a DTC participant.
We
have gained eligibility for the Bonds to be issued and held through
the book-entry systems and procedures of DTC 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 certificates
representing their Bonds will be registered in the name of, and
held by, Great Lakes Fund Solutions. We may, in our sole
discretion, alter the nominee for Bonds sold without a DTC
participant.
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 of the Bonds 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. Purchasers owning a beneficial interest in a Bond
registered to Great Lakes Fund Solutions, or another nominee holder
as selected by our company, will rely on the procedures of Great
Lakes Fund Solutions or such nominee holder in order exercise its
rights a Bondholder.
As
a result:
●
you
will not be entitled to receive a certificate representing your
interest in the Bonds;
●
all
references in this Offering Circular to actions by Bondholders will
refer to actions taken by DTC upon instructions from its direct
participants, or by Great Lakes Fund Solutions by Bondholders
holding beneficial interests in the Bonds registered in its name;
and
●
all references in this Offering Circular to
payments and notices to Bondholders will refer either to (i)
payments and notices to DTC or
Cede & Co. for distribution to you in accordance with DTC
procedures, or (ii) payments and notices to Great Lakes Fund
Solutions or such other nominee holder for distribution to you in
accordance with their applicable procedures.
Great Lakes Fund Solutions Inc.
All
Bonds not purchased through a DTC participant will be registered in
the name of Great Lakes Fund Solutions Inc. Direct purchasers of
Bonds registered through Great Lakes Fund Solutions will receive a
credit for Bonds on Great Lakes Fund Solutions records. Beneficial
owners registered through Great Lakes Fund Solutions will receive
written confirmation from UMB Bank, our Bond registrar, upon
closing of their purchases. Transfers of Bonds registered to Great
Lakes Fund Solutions will be accomplished by entries made on the
books of UMB Bank at the behest of Great Lakes Fund Solutions
acting on behalf of its beneficial holders.
Book-Entry Format
Under
the book-entry format, UMB Bank, as our paying agent, will pay
interest or principal payments to Cede & Co., as nominee of
DTC, and to Great Lakes Fund Solutions. 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. Great Lakes Fund Solutions will forward payments
directly to beneficial owners of Bonds registered to Great Lakes
Fund Solutions. You may experience some delay in receiving your
payments under this system. Neither we, the trustee, nor any paying
agent or sub-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
notes 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 Great
Lakes Fund Solutions. 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 Great Lakes Fund Solutions 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 Great Lakes Fund
Solutions, 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 your 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
Great Lakes Fund Solutions, conveyance of notices and other
communications by the trustee to the beneficial owners, and vice
versa, will occur via Great Lakes Fund Solutions. The trustee will
communicate directly with Great Lakes Fund Solutions, which will
communicate directly with the beneficial owners.
Registrar and Paying Agent
We
have designated UMB Bank as paying agent for the Bonds and Great
Lakes Fund Solutions as sub-paying agent in respect of Bonds
registered to it. UMB Bank will also act as registrar for the
Bonds. The Bonds will be issued in book-entry form only, evidenced
by global certificates, as such, payments will be made to DTC, its
nominee or to Great Lakes Fund Solutions.