The role we play
Clay Capital Group LLC operates as an independent capital introduction, consulting, and trade-partner referral firm. The firm’s engagements are limited to:
- Introductions to aligned commercial lenders for ground-up construction, value-add, and small multifamily (5+ unit) projects;
- Introductions to aligned commercial lenders for business-purpose residential investment property loans on 1–4 family non-owner-occupied property (DSCR, fix-and-flip, rental portfolio, bridge);
- Operational consulting and capital stack readiness services for construction-stage builders under a separate written consulting agreement, on a non-contingent retainer or fixed-fee basis; and
- Trade subcontractor referrals in connection with capital-backed projects.
The firm declines engagements involving (i) securities transactions, equity offerings, LP interests, fund interests, note offerings, private placements, or requests to solicit investors; (ii) owner-occupied primary residences, second homes, or any consumer-purpose residential mortgage; or (iii) any transaction outside the firm’s introduction-only or operational-advisory scope.
Consulting engagements
Consulting engagements are governed by a separate written Master Consulting Agreement and Statement of Work. Consulting services are operational and documentary only and do not include securities advice, investment advice, loan negotiation, specific lender identification or recommendation, term-sheet or deal-document review, or any activity requiring registration as a broker-dealer, investment adviser, mortgage broker, or real estate broker.
Consulting fees are non-contingentand are never tied to a financing closing, capital event, loan funding, or transaction outcome. Where a consulting client subsequently engages Clay Capital Group for capital introduction services under a separate agreement, the consulting engagement is suspended in full for the duration of the capital introduction engagement, with cooling-off periods and no-credit covenants applied, in accordance with the firm’s Conflicts Policy.
Capital Stack Readiness, as a defined-scope consulting engagement, is limited to operational and documentary review of pro forma format, capital stack diagrams, and project documentation for a capital structure the sponsor has independently determined. The firm does not advise on optimal leverage ratios, debt-to-equity mix, capital structure recommendations, or specific lender selection under any consulting engagement.
What we are not
Clay Capital Group LLC is not a registered broker-dealer, investment adviser, municipal advisor, mortgage lender, loan originator, securities placement agent, or Mortgage Loan Originator under the federal SAFE Act. The firm does not provide legal, tax, accounting, investment, lending, underwriting, or securities advice.
The firm does not negotiate the terms of a financing, hold or take custody of capital, draft transaction documents, sit between counterparties in negotiation, or solicit, place, or distribute securities of any kind. The firm does not represent either party in a transaction.
Clay Capital Group’s introductions are limited to commercial debt, business-purpose residential investment property loans, and trade subcontract relationships. These transactions are not, on their face, “securities” as defined under federal or state law, and accordingly do not implicate broker-dealer registration under Minn. Stat. § 80A.56, O.C.G.A. § 10-5-31, Tenn. Code Ann. § 48-1-109, or Tex. Gov’t Code Ch. 4001.
Residential investment property — business purpose only
To the extent the firm makes introductions secured by 1–4 family residential property, the firm operates exclusively within the federal Truth in Lending Act and Regulation Z business-purpose carve-out (12 C.F.R. § 1026.3(a)(1)). The firm requires the borrower to be a business entity (LLC, corporation, partnership, or similar) and to represent and warrant in writing, on a per-transaction basis, that:
- The loan is for business, commercial, or investment purpose only, not personal, family, or household purpose;
- The property is not, and will not be used as, the borrower’s primary residence or second home during the loan term;
- The loan is exempt from Regulation Z under 12 C.F.R. § 1026.3(a)(1) and from the SAFE Act consumer-purpose provisions; and
- The borrower indemnifies the firm against any claim arising from breach of the foregoing.
The firm declines, at intake, any transaction that does not satisfy these requirements. The firm has not registered as a Mortgage Loan Originator with NMLS and does not engage in any activity that requires such registration.
How we are compensated
Builders, borrowers, and sponsors are not charged for introductions. Any compensation arrangement, when applicable, is documented in writing in advance with the appropriate counterparty before an introduction is made. Compensation, where it exists, comes from the lender or trade-partner counterparty under written terms.
To the extent any introduction relates to a transaction that could be characterized as involving a security, no compensation is paid to Clay Capital Group, and the firm’s role terminates at introduction. The firm’s customary engagements involve commercial debt financings, business-purpose residential investment property loans (non-owner-occupied), and trade-partner subcontract introductions, which are not securities transactions and do not require Mortgage Loan Originator registration under the SAFE Act.
Engagements are documented in writing prior to any introduction and require the firm’s written acknowledgment that the underlying transaction is not a securities transaction. The firm declines engagements involving the offer or sale of securities.
No offering, no solicitation
Nothing on this website is an offer to sell, a solicitation of an offer to buy, or a general solicitation under Rule 502(c) of Regulation D for any security, fund interest, or transaction. The firm does not market, syndicate, or assist in the marketing of any private placement, Regulation D offering, Regulation A offering, or any other securities offering.
Forward-looking statements
Statements on this website that are not historical fact — including statements about market conditions, deal flow, target corridors, project size, or planned firm activity — are forward-looking and subject to change. They reflect the firm’s view as of the date of publication and should not be relied upon as predictions or guarantees of future outcomes.
Forward-looking statements are subject to risks including but not limited to: changes in commercial-debt and business-purpose investment-property lending market conditions, lender capacity and underwriting standards, regulatory changes affecting commercial real estate lending or business-purpose residential investment lending (including changes to the SAFE Act and state mortgage broker statutes), the firm’s ability to maintain or develop counterparty relationships, and the timing and outcome of any specific introduced transaction. Actual outcomes may differ materially from those expressed or implied.
Counterparty responsibility
All parties are responsible for their own due diligence, professional advice, negotiation, documentation, and transaction decisions. After an introduction, counterparties communicate directly and remain responsible for their own legal, tax, financial, and regulatory analysis. Clay Capital Group is not a party to the transaction.
Anti-money laundering
Clay Capital Group does not handle, transmit, or take custody of funds. The firm conducts ordinary commercial diligence on counterparties and reserves the right to decline any engagement where source-of-funds or counterparty identity cannot be verified. The firm cooperates with all lawful regulatory and law-enforcement inquiries.
Engagement letter primacy
In the event of any conflict between this website and a signed engagement letter, the engagement letter controls. Nothing on this website creates a contractual obligation, fiduciary duty, agency relationship, or representation by the firm. Reliance, indemnification, and the scope of services are governed by the signed engagement letter applicable to a given introduction.
Counsel and written terms
Every engagement is documented in writing. Clay Capital Group retains counsel and is happy to provide its limited-role and non-broker-dealer language to any counterparty on request prior to an introduction.
Contact
Questions about this notice or about the firm’s regulatory posture should be directed to craig@claycapitalgroup.co. We answer regulator-style questions in writing.