A Senior Secured Note on
Texas Energy & Data Infrastructure
Debt-grade security. Equity-grade return.
Secured by installed power and computing systems that pay cash every month, with repayment at 1.7x in year six. Ocean is facilitating this introduction on behalf of an established Texas residential energy platform — referred to throughout as the Operator — whose identity and full corporate record are disclosed to qualified investors under a confidentiality agreement.
The whole deal on one page
No partnership interests, no K-1s, no tax credits to claim. You lend against real equipment, you are paid cash monthly, and you are repaid at a fixed multiple on a fixed date.
| What you are agreeing to | Terms |
|---|---|
| Your investment | $50 million to start, with the option to add $25 million at a time up to $150 million |
| What you hold | A senior secured note. Debt ranks above equity — the tax equity investors stand behind you. |
| What you are paid | 10% a year on your money, paid in cash, beginning in month three |
| When you are repaid | Month 72 — six years. A repayment obligation, not an option. |
| What you are repaid | 1.7 times your money — $85 million on a $50 million note |
| Your total return | Approximately 17% a year |
| Debt ahead of you | None. The note is the issuer's only borrowing, and it ranks above all equity. |
| If payment is ever late | The rate steps up to 15% until you are paid in full, and the Operator receives nothing until you are. |
Everything after this page is the detail behind those eight lines.
Indicative terms for discussion. Final terms will be set out in the subscription and note purchase agreements. Ocean RCS is facilitating this introduction and is not the issuer of the note.
Many can pitch this vision. Very few can install it.
The scarce asset in distributed energy is not the idea — it is installation and operating excellence at scale. The Operator is an established Texas residential energy platform, built over fourteen years by a team that has installed at the top of that market. The same team, installers and field operation now own the equipment instead of installing it for others. Identity, corporate records and references are disclosed to qualified investors on execution of a confidentiality agreement.
Tested in a bad market
Standing ready
- Partner capacity sufficient to install 845 projects per month — and growing
- Thirteen partner installation firms under contract; nine weeks to steady state
- Roughly one thousand sales agents in the field
- 1,400+ signed customer contracts waiting on capital
How the business got here
Those systems were installed as a pure contractor, earning a one-time fee on each. Then the Operator did the math: the owner of the asset collects twenty years of contracted income — so they became the owner and now finance the projects themselves. And rather than sell surplus power into a volatile grid, they add computing hardware that consumes it behind the meter, under capacity agreements that pay a guaranteed floor whether or not the machines run. Each step cut risk and raised profit. The one new element in this program is the compute layer.
Operating figures per the Operator's installation records and a documented 11-system installed portfolio ($3.16M basis, $957,443 of credits realised in cash) for the completed 2025 tax year as filed. Supporting documentation is available in the data room.
Equipment on roofs, under long-term contracts
Each installation is a complete power system owned outright and operated by the issuer. The homeowner has no debt and no claim on it. It is the issuer's equipment, sitting on their roof, under a twenty-year agreement.
Sized at roughly twice what the house actually uses. The extra output is what the rest of the system sells.
Stores power for the evening, for outages, and for selling back to the grid when prices spike.
Enterprise computing hardware powered by the surplus, rented out under contract to technology companies.
Every system is operated remotely — including the ability to isolate a home and run the equipment on its own.
Cost per project: $397,000 · Independently appraised value: $450,000
Your note funds only $130,000 of each project — tax equity funds the rest and stands behind you. A $130,000 senior claim on a $450,000 appraised asset is the first thing standing between you and a loss.
Your note builds. Tax equity takes out. The pool revolves.
Each project costs $397,000 — the figure in the cost segregation studies. Your note funds the $130,000 construction tranche. At completion, tax equity investors fund the remaining $267,000 in exchange for the project's tax benefits, and that cash replenishes the pool for the next projects.
One project: $397,000 — matching the cost segregation study. Every completed project returns $267,000 against $130,000 of note capital deployed, so your dollars are recovered at completion and build again.
| Note size | Tax equity funds on time | Funds 8 months late | Funds 10 months late |
|---|---|---|---|
| $50 million | 77,700 systems | 54,300 | 26,300 |
| $100 million | 79,300 systems | 67,200 | 49,000 |
| $150 million | 79,800 systems | 73,200 | 61,100 |
If tax equity funds on schedule, $50 million runs the whole program. The additional tranches exist for when it does not — they are what keep 80,000 systems on track through the program's main risk.
The collateral grows every quarter you hold the note
The issuer keeps every system it builds, and you hold a first-priority claim on all of it. On the plan case, a fully drawn $150 million note is secured as follows.
Appraised value of the fleet securing the note
A fully drawn note against a fleet appraised at $35.9 billion by year five — the bar you are lending against grows every quarter you hold the paper, while your claim stays fixed.
| End of | Systems owned | Appraised value | Cover on $150M | Annual income | Times the coupon |
|---|---|---|---|---|---|
| Year 1 | 4,775 | $2.1 billion | 14x | $96 million | 6.4x |
| Year 2 | 14,775 | $6.6 billion | 44x | $296 million | 19.7x |
| Year 3 | 29,775 | $13.4 billion | 89x | $596 million | 39.7x |
| Year 4 | 51,775 | $23.3 billion | 155x | $1.04 billion | 69.1x |
| Year 5 | 79,775 | $35.9 billion | 239x | $1.60 billion | 106x |
If tax equity funds slower than planned
If the issuer ever fails to pay
Appraised value at $450,000 per system; income at a conservative $20,000 per system per year against the $27,024 modelled base. Slower-funding case assumes tax equity reimburses construction capital only, with no reinvested margin. Build pace per the Operator's deployment model: 5,000 / 10,000 / 15,000 / 22,000 / 28,000 systems in years one to five.
Four payers. Only one is the homeowner.
Most of the money does not come from the homeowner. It comes from companies that have signed contracts to use the power and the computing capacity.
$20,000 underwriting basis
Two thirds is contracted
AI wants 4x more power than Texas has ever delivered
These are ERCOT's own figures, filed with the Public Utility Commission — not the Operator's projections.
What the chart says
- The connection queue grew 269% in one year — almost all of it AI data centers
- The queue alone is nearly three times the most power Texas has ever delivered at once
- A new large project waits 3–5 years for a substation
- These systems energise in eight weeks, behind the meter — no queue, no substation
Two computing companies already pay monthly for that power. The chart is why.
Power in Texas keeps getting more valuable
These systems produce, store and dispatch electricity in the one American market where its price is rising fastest — and they sell it at retail and above, not wholesale.
with one affordability study projecting a further 29% rise by 2030 as demand outruns supply
as data-centre load growth reprices the market years ahead of new generation
roughly 200 times a normal hour. In Winter Storm Uri the market sat at the cap for 32 consecutive hours
What rising prices mean for you. Your income is contracted, so you do not need prices to rise. But every increase makes the equipment behind your investment more valuable, makes the homeowner offer easier to sell, and makes the batteries worth more to a grid that is short of power. Price pressure is your margin of safety widening.
$5 million a year, every year, in cash
Paid monthly from the income the systems generate — not from borrowings and not from a balance sheet.
Year one is three quarters of a full coupon — payments begin in month three. Every year after is the full $5.00M.
How you get paid
- Payments begin in month three and land monthly thereafter
- $1.25 million is set aside at closing — three months of your payments, held in reserve
- The Operator takes nothing until you are paid current and that reserve is full
- If the year-six repayment is ever missed, your rate rises to 15% until you are paid in full
Total paid to you before repayment: $28.75 million
Repayment in year six is an obligation, not an option
A fixed maturity written into the note, with consequences if it is missed.
Six years from closing. The maturity date is fixed.
1.7 times your $50 million, paid in cash.
Repayment plus the $28.75 million of coupon already paid.
Your money compounding at approximately seventeen percent.
Where the money comes from
If they do not pay
Year one reflects payments beginning in month three. All figures on a $50 million investment; obligations scale with each $25 million tranche. Market data: ERCOT Long-Term Load Forecast filing to the PUC of Texas (2026); ERCOT large-load interconnection queue, Q1 2026; U.S. EIA Texas retail price data, March 2026.
Six things that protect your money
The structural safeguards, in the order they would matter to you.
Nobody is ahead of you
Tax equity is equity — it stands behind your note. You hold the senior claim in the structure: no lender ranks ahead of you, and no equity investor ranks beside you.
You can take the company
You hold a first lien on the systems and a pledge of the whole company. Default hands you the entity and everything it owns.
Real equipment, not credit
Your security is installed hardware with an independent appraisal, not somebody's promise to pay or somebody's credit score.
You are paid first
Interest on your note is paid before any distribution to the tax equity investors or to the Operator. In the capital stack, everyone else waits behind you.
A reserve is funded upfront
Three months of your payments are set aside at closing, before a single system is built.
It costs them to be late
Miss your repayment and your rate rises to 15% and stays there until you are paid, while the Operator remains locked out of any distribution.
Four honest risks
Every one of these will occur to you or your advisers. They are raised here rather than left to be found.
| Risk | The position |
|---|---|
| Two companies pay much of the income | If either stopped paying, income would fall. The equipment does not move — it keeps making power, keeps serving the home, and keeps earning from the grid. The computing capacity can be re-let to someone else. |
| The structure relies on tax equity partners | The engine depends on tax equity partners funding $267,000 per completed project. If they fund slower or price lower, the fleet grows more slowly — the security section shows that case, and your note remains covered. |
| They are building faster than ever before | Their best year was 3,384 installations. This programme asks for more. Installation runs through thirteen partner firms rather than their own payroll, so capacity is added by adding partners. |
| Your return is fixed | You are paid 10% and repaid at 1.7 times. If the business does far better than planned, you do not share beyond that. It is a loan with an equity-sized return, not equity. |
This is a summary. Full terms are set out in the note purchase agreement, the security agreement and the pledge agreement, and a complete risk discussion is provided with the transaction documents.
The window is open now. This capital lets them move now.
The Operator is direct about what this capital is for, because it explains why they are willing to pay well for it.
This is expensive capital for the Operator. They are paying for it because moving now — unlevered, while AI demand and the power shortage are both at their peak — is worth more to the business than the cost of the money.
Credit facility, deployment pace and take-out assumptions per the Operator. Ocean RCS has not independently verified these figures.
Summary of terms
Indicative and for discussion. Not an offer.
| Item | Terms |
|---|---|
| Principal | $50 million, increasing in $25 million steps to a maximum of $150 million |
| Instrument | Senior secured note of the company that owns the systems |
| The issuer | A single-purpose company owning the systems. The note is its only borrowing. |
| Coupon | 10% per year on principal, paid monthly in cash, commencing month three |
| Reserve | Three months of payments funded at closing |
| Distributions to the Operator | None until your payment is current and the reserve is full |
| Security | First-priority security interest in the systems, plus a pledge of 100% of the issuer |
| Ranking | Senior to all equity, including the tax equity investors. Interest is paid before any equity distribution. |
| Repayment | Mandatory at month 72, at 1.7 times principal |
| Early repayment | The issuer may repay from month 60 on the same terms |
| If payment is late | Rate steps up to 15% until paid in full |
| Transfers | The note may not be transferred during the first five years |
| Tax | Tax credits and depreciation are allocated to tax equity investors. You receive interest income only. |
The people behind the platform
Named biographies, with references, are released under the confidentiality agreement. Credentials are summarised here so the depth of the team can be assessed first.
| Role | Background |
|---|---|
| Founder & Chief Executive | Founded the predecessor installation platform and led it to the top of the Texas residential market. Sits on national solar industry boards, including a residential storage division vice-chairmanship. |
| President | 35+ years across energy, consumer and investment platforms. Founder and former chairman of a publicly listed European services group; former head of direct investment at a major capital fund. |
| Chief Financial Officer | 30+ years across corporate finance and law. Practising attorney in two US jurisdictions, JD and MBA; exchange, regulator and bulge-bracket bank experience before structuring energy platforms. |
| Chief Operations Officer | 20+ years in residential solar and energy services, including senior operations leadership at the predecessor platform and nine years at a national residential solar company. |
| Chief Information Officer | 15+ years leading IT strategy — systems, data architecture and the operational technology behind statewide installation scale. |
| VP, Business Development | 13+ years building residential solar channels at three national manufacturers and installers. Leads strategic partnerships, tax credit transfers and channel expansion. |
| Head of C&I & Multi-family | Built a distributed-energy software platform from concept to 60,000+ contracted units, roughly $1B of onsite energy infrastructure. Patented value-allocation framework; state energy-commission grantee. |
Supported by a full operating bench across supply chain, permitting, funding, human capital and field service. Extended biographies available in the data room.
What happens now
Confidentiality
Ocean circulates a short NDA. On execution you receive the Operator's identity, corporate records, appraisals and references.
See them
Visit Texas. Stand in front of installed systems, meet the installers, look at the equipment you would be lending against.
Check the numbers
The books open: what each system costs, what it earns, the appraisals, and the completed 2025 portfolio.
Your advisers
Your accountant and lawyer review the terms. Questions are expected and are answered in writing.
Close
Documents, funding, and the first systems under construction within weeks.
Important notice
Confidential. This document is confidential and is provided solely to the recipient for the purpose of evaluating a possible investment. It may not be copied or shown to others without prior written consent.
Not an offer. This document is not an offer to sell an investment. Any investment would be made only under definitive written agreements, which will contain the full terms and a complete description of the risks.
Projections. Figures describing future performance are estimates based on assumptions about construction costs, equipment performance, tax law, counterparty payment and market conditions. Actual results will differ, and may differ materially.
No advice. Ocean RCS is facilitating an introduction to the Operator and is not the issuer of the note, is not your investment adviser, accountant or lawyer, and nothing here is tax, legal, accounting or investment advice. Figures and representations in this summary are those of the Operator. You should rely on your own advisers and make your own investigation before investing.
Identification. The issuer and its principals are identified to qualified investors on execution of a confidentiality agreement, together with corporate records, appraisals, portfolio documentation and references.
Confidential & Proprietary. This document is provided by Ocean RCS solely for evaluation by the intended recipient and may not be reproduced, distributed, or disclosed without prior written consent. Ocean RCS is facilitating an introduction and is not the issuer of the note; figures and representations are those of the Operator. Not an offer to sell securities.