Regulatory Compliance & Fee Disclosure

Compliance & Safe Harbor

Pilothouse operates strictly as a Commercial Credit Strategist, maintaining clear boundaries between commercial debt placement and regulated securities activity. Our dual-fee structure and "White List" screening ensure full compliance with SEC/FINRA thresholds.

Structural Compliance & Regulatory Thresholds

Our operational framework and service boundaries

RHINO CONSULTING LLC, a New York limited liability company doing business as PILOTHOUSE, operates as a Commercial Credit Strategist providing Commercial Credit Strategy (the "CCS"). Principal place of business: 99 Wall St, Suite 2269, New York, NY 10005. Pilothouse acts strictly as an intermediary and placement agent for the procurement of Commercial Debt, with services limited to Loan Marketability Analysis, Diagnostic Triage of credit data, and Capital Structure Efficiency diagnostics to ensure institutional alignment within the A³ Marketplace.

§ 2.1 Debt-Only Focus

Pilothouse is engaged exclusively in the placement of commercial loan facilities. We do not participate in the placement, sale, or distribution of "Securities" as defined by the Securities Exchange Act of 1934 or the Howey and Reves tests. Our mandates strictly exclude equity participation, warrants, profit-sharing rights, or any convertible characteristics.

§ 2.2 Non-Licensed Status

Rhino Consulting LLC (d/b/a Pilothouse) is NOT a Broker-Dealer, Licensed Investment Advisor (IA), or Certified Public Accountant (CPA). Our advisory scope is strictly focused on Loan Marketability and Capital Structure Efficiency. We do not provide investment advice, tax or legal planning, or fiduciary management of any kind.

Data Security & Confidentiality

We treat your data with Vault-Class confidentiality via The Locker, our proprietary A³ Technology platform, ensuring a professional and secure path to closing.

Fee Structure & Transparency

Our dual-fee ecosystem provides clear audit trails and aligns compensation with the complexity and value delivered

A Guide to Common & Customary Fee Structures

In the world of commercial credit and capital engineering, the "Lehman Formula" has long been the gold standard for success-based compensation. While originally developed for investment banking, it remains the primary reference point for Commercial Credit Strategists when structuring fees for complex debt mandates.

Traditional "5-4-3-2-1" Scale

The formula is a "degressive" scale, meaning the percentage fee decreases as the size of the transaction increases. This ensures that the compensation remains fair and commensurate with the complexity and scale of the mandate.

5%of the first $1 Million
4%of the second $1 Million
3%of the third $1 Million
2%of the fourth $1 Million
1%of everything thereafter

Modern "Double Lehman" (10-8-6-4-2)

For highly complex mandates—such as those involving Technology Infrastructure, SaaS, or Data Center Development—the "Double Lehman" is often applied. This accounts for the intensive Diagnostic Triage and human-led engineering required to package these deals for institutional digestion.

10%of the first $1 Million
8%of the second $1 Million
6%of the third $1 Million
4%of the fourth $1 Million
2%of everything thereafter

The Pilothouse Adaptation

While we respect these customary benchmarks, Pilothouse provides a more flexible and modern approach through our dual-fee ecosystem. All fees are subject to negotiation and commensurate with mandate complexity.

Advisory Fee

A³ Technology Audit & Strategic Packaging

Distinct service charge for the use of Pilothouse A³ Technology™ and the intensive Diagnostic Triage performed by Pilothouse. This ensures you are paying for specific, high-fidelity work performed by Pilothouse to reduce submission noise.

Non-Mandatory: Not required for all clients. We address the necessity of this phase at the point of introduction.
Custom-Fit Solution: Based on your current data readiness. Clients may choose to move directly to placement if their data is already institutional-grade.
Skipping advisory phase means forfeiting "Red Flag" screening and submission optimization provided by the A³ system.

Placement Fee (Success Fee)

Successful Funding Execution

Designed to be a force multiplier, not a burden. Our Placement/Success fee aligns with the financial realities of the transaction.

Lender Participation: Your success fee may be offset—in part or in its entirety—by compensation provided by the lender, depending on their appetite and program structure.
Good Faith Safeguard: We will always negotiate in good faith to adjust or restructure a fee if it impacts the viability of the deal (such as LTV or DSCR limits).
Commensurate with specific lender's ability, loan program, and Pilothouse's anticipated level of effort and complexity of engagement.

Regulatory Disclosure & Safe Harbor

Rhino Consulting LLC d/b/a Pilothouse — Effective 2026

§ 1.0 Corporate Identity and Role

§ 1.1 Legal Entity: RHINO CONSULTING LLC, a New York limited liability company doing business as PILOTHOUSE, operates as a Commercial Credit Strategist providing Commercial Credit Strategy (the "CCS"). The firm's principal place of business is located at 99 Wall St, Suite 2269, New York, NY 10005.

§ 1.2 Intermediary and Placement Agent: Pilothouse acts strictly as an intermediary and placement agent for the procurement of Commercial Debt. The scope of our services is limited to the strategic engineering of credit facilities, including Loan Marketability Analysis, Diagnostic Triage of credit data, and Capital Structure Efficiency diagnostics to ensure institutional alignment within the A³ Marketplace.

§ 2.0 Regulatory Boundaries and Non-Securities Mandate

§ 2.1 Debt-Only Focus: Pilothouse is engaged exclusively in the placement of commercial loan facilities. We do not participate in the placement, sale, or distribution of "Securities" as defined by the Securities Exchange Act of 1934 or the Howey and Reves tests. Our mandates strictly exclude equity participation, warrants, profit-sharing rights, or any convertible characteristics.

§ 2.2 Non-Licensed Status: Rhino Consulting LLC (d/b/a Pilothouse) is NOT a Broker-Dealer, Licensed Investment Advisor (IA), or Certified Public Accountant (CPA). In accordance with the 2026 regulatory environment, our advisory scope is strictly focused on Loan Marketability and Capital Structure Efficiency. We do not provide:

Investment Advice: We make no recommendations regarding the purchase or sale of securities or the management of investment portfolios.
Tax or Legal Planning: All financial structures or tax implications must be verified by the client's independent qualified professionals.
Fiduciary Management: Our services are provided on an arm's length, commercial basis; no fiduciary relationship is created through the use of this website or our strategic advisory.

§ 3.0 Operational Execution and Compliance

§ 3.1 Independent Negotiation: While the CCS oversight ensures a mandate is "lender-ready," the Borrower maintains sole responsibility for the final negotiation of interest rates, covenants, and closing terms directly with the funding institution. Pilothouse provides the technical strategy but does not act as a primary legal negotiator for the Borrower.

§ 3.2 Data Ingestion: All sensitive financial data submitted to Pilothouse is subject to a diagnostic audit to repair marketability inhibitors. This triage process is an administrative and strategic function intended to improve loan marketability and does not constitute investment selection or financial planning.

§ 4.0 Compensation Disclosure

§ 4.1 Success-Based Model: Compensation for CCS services is primarily structured as a Success Fee, earned and payable only upon the successful funding of a commercial credit facility.

§ 4.2 Integrated Advisory: The production of the CCS Diagnostic Report and the performance of technical triage are considered part and parcel of the CCS Success Fee. Unless otherwise specified in a separate Advisory Retainer, Pilothouse does not charge a separate fee for these deliverables if a transaction does not fund.

§ 4.3 Lender-Side Fees: Pilothouse makes no representations regarding the internal underwriting, appraisal, or engagement fees required by a third-party Lender. Such fees are transactional requirements of the funding institution and are handled directly between the Borrower and the Lender.

§ 5.0 Website Terms of Use

The information provided on this website is for informational purposes only regarding commercial credit marketability. It does not constitute an offer to lend, a commitment to fund, or a guarantee of financing. All financing is subject to final lender approval and underwriting.

Commercial Credit Intake Assessment

Our "White List" and "Black List" framework ensures all engagements align with our mandate for Loan Marketability and Capital Structure Efficiency, specifically filtering out transactions that trigger SEC/FINRA securities regulations

The Pilothouse "White List"

Safe Commercial Credit Activities

These activities focus on loan marketability and capital structure efficiency. They are generally exempt from SEC/FINRA broker-dealer registration.

Regulated Institutional Lenders: Brokering deals with FDIC-insured banks, Credit Unions, and SBA-approved lenders
Commercial Asset-Based Lending (ABL): Financing secured by specific hard assets (Machinery, Equipment, RE, AR, and Inventory)
Factoring & Purchase Order (PO) Financing: Selling or borrowing against specific commercial contracts or invoices
Institutional Private Credit: Working with established Credit Funds or Life Insurance companies that perform their own sophisticated due diligence
Lease Financing: Structuring equipment or fleet leases where the "lender" retains ownership of the asset
Bridge Loans (Commercial): Short-term debt for a specific commercial purpose (e.g., property acquisition or cash flow gap) provided by a single commercial entity

The Pilothouse "Black List"

Regulated Securities Activities

These triggers may shift the transaction into SEC/FINRA jurisdiction. Engagement in these without a license creates significant regulatory risk.

Fractionalized Notes: Taking a large debt amount and "splitting" it into smaller notes sold to multiple individual investors
Convertible Debt: Any debt instrument that includes an option to convert the principal into equity/stock in the company
Promissory Notes for "Passive" Investors: Issuing debt to individuals (friends, family, or "retail" investors) who rely solely on the borrower's efforts for their return
Success-Based Fees on Private Capital: Accepting a percentage commission for "finding" private individual investors for a debt offering
Debt with "Kickers": Loans that include warrants, profit-sharing, or residual equity participation (often viewed as "Investment Contracts")
Public Solicitations: Using social media or public advertising to find "investors" for a debt-based project rather than contacting institutional "lenders"

Boundary Safeguards

Quick-reference rules to determine classification and maintain clear boundaries between commercial credit brokerage and regulated securities activity

The "Sophistication" Rule

If the lender is a bank, they are a "lender." If the lender is an individual or group of individuals, they are "investors."

The "Profit" Rule

If the return is a fixed interest rate (plus standard fees), it is "debt." If the return fluctuates based on the company's net profits, it is likely a "security."

Our Commitment to Compliance

As a Commercial Credit Strategist & Placement Agent, Rhino Consulting LLC (d/b/a Pilothouse) focuses exclusively on Commercial Debt placement. By strictly avoiding the sale of securities or equity, and by maintaining a Success Fee-only compensation model, we ensure full compliance with all non-broker-dealer regulatory thresholds. We treat your data with Vault-Class confidentiality via The Locker, ensuring a professional and secure path to closing.

RHINO CONSULTING LLC — doing business as PILOTHOUSE

99 Wall St, Suite 2269, New York, NY 10005

Services are limited to Commercial Credit Strategy, Loan Marketability Analysis, and the strategic placement of business-purpose debt facilities. Rhino Consulting LLC (d/b/a Pilothouse) is not a Broker-Dealer, Registered Investment Advisor (RIA), CPA, or Law Firm and does not provide investment, fiduciary, tax, or legal advice.