Capital with Direction.

We design the right combination of ownership, financing, and governance for each business.

OUR STARTING POINT

We begin with the business.

The strategy follows the business—not the other way around.

We determine the form of capital, governance, and involvement that best fits the opportunity.

STRATEGIES

Capital is the tool.

We choose the structure designed to balance downside protection with long-term value creation.

01

Control Investments

Active ownership where control, governance, and operational execution can create durable value.

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02

Growth Capital

Capital for businesses with credible innovation, capable leadership, and a disciplined path to scale.

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03

Structured Credit

Flexible financing designed around risk, cash flow, and the long-term needs of the business.

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04

Business Lending

Practical financing solutions that strengthen liquidity without forcing unnecessary ownership change.

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OUR APPROACH

Discipline is not one stage of our process. It is the process.

Every investment moves through a deliberate sequence designed to improve judgment, expose risk, strengthen governance, and create long-term value.

EXPLORE

Purpose. Strategy. Discipline.

Explore the firm, the capital solutions we provide, and the disciplined approach that guides every investment.

Purpose Shapes Direction.

Learn why Netiv exists, how we think, how we invest, and how we work with investors.

The Firm

The Strategy Follows the Business.

Explore control investments, growth investments, structured credit, and business lending.

Strategies

Discipline Begins with Risk.

See how investment process, risk management, governance, and portfolio value creation work together.

Our Approach

Partnership turns capital into progress.

We work alongside founders, management teams, and business owners to strengthen governance, improve execution, and build businesses capable of creating enduring value.

Because investing is a partnership, not a transaction.

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CONTACT

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FIRM OVERVIEW

Capital, ownership, and strategy aligned around the business.

NETIV CAPITAL PARTNERS

We invest where active involvement can change the outcome.

Netiv Capital Partners is an investment firm built around a simple principle: the business should determine the strategy, not the other way around.

We focus on situations where underlying value is identifiable, but where capital structure, governance, execution, liquidity, or strategic direction may be preventing that value from being fully realized.

Our role is to understand the business first, identify what is holding it back, and determine the form of capital, ownership, governance, and involvement that best fits the opportunity.

That flexibility allows us to invest across control investments, growth capital, structured credit, and business lending without changing the principles that guide our decisions.

We combine disciplined underwriting with active ownership and oversight. We look first at what can impair capital, then at what must happen for value to be created.

For us, investing is not simply the act of providing capital. It is the responsibility to structure that capital intelligently, align the parties around the outcome, and remain accountable throughout the life of the investment.

Investor first. Understand the business. Structure around reality. Execute with discipline.
WHAT DEFINES NETIV

A flexible investment platform with a consistent standard.

01

Flexible Capital.

We are not tied to a single investment structure. Control ownership, growth capital, structured credit, and business lending are tools selected according to the needs and risks of the business.

02

Active Involvement.

We prefer opportunities where governance, capital allocation, management alignment, operating discipline, or strategic direction can materially influence the outcome.

03

Disciplined Execution.

We underwrite the downside, build alignment into the structure, deploy capital against evidence where appropriate, and reassess risk throughout the life of the investment.

We are built to choose the structure that fits the opportunity.

Our strategies may differ from investment to investment. The standard does not: prioritize capital preservation, understand the business, create alignment, and build a credible path to value creation.

Purpose defines the direction. Discipline determines how we get there.

That is Netiv Capital Partners.

WHY NETIV EXISTS

Capital is most valuable when it has direction.

OUR PURPOSE

Strong underlying businesses and assets do not always translate into strong investments.

Netiv was founded around a simple observation: the quality of a business and the quality of an investment are not always the same thing.

Companies can possess valuable technology, established market positions, recurring demand, or significant growth potential and still become constrained by the wrong capital structure, weak governance, operational inefficiencies, or a lack of strategic direction.

We believe those situations can create opportunity.

Netiv exists to bring capital, ownership, and disciplined execution together. We invest where we believe active involvement can materially change the outcome — not simply by providing funding, but by addressing the issues that stand between a business and its potential.

That may mean strengthening governance, restructuring capital, improving financial controls, realigning management, accelerating commercialization, or providing businesses with the liquidity and strategic support required to move forward.

Our approach spans control investments, growth capital, structured credit, and business lending, including special situations where the structure and opportunity fit, but the principle remains the same:

Understand the underlying value. Identify what is preventing that value from being realized. Deploy capital with a clear plan to unlock it.
THREE-PART FRAMEWORK

How we create the path forward.

01

See the underlying value.

We identify businesses with defensible fundamentals, valuable assets, and unrealized potential.

02

Identify what is holding it back.

We diagnose the structural, operational, financial, governance, or strategic constraints limiting performance.

03

Build the path forward.

We align capital, ownership, governance, strategy, and execution to create a clear path toward value creation.

We are not passive providers of capital.

We invest with a defined purpose, a clear path, and an objective for value creation.

That is what we mean by Capital with Direction.
OUR PHILOSOPHY

Our responsibility begins with the investor.

INVESTOR FIRST

Good investing begins with responsibility.

Investors entrust us with capital; our responsibility is to decide when, where, and on what terms that capital should be put at risk.

For Netiv, an investor-first approach means that every decision must be considered through the lens of risk, alignment, structure, transparency, and the potential for permanent impairment of capital. We do not believe capital should be deployed simply because it is available.

That responsibility is why we begin with the business.

We do not start with a predetermined investment structure or attempt to fit every opportunity into the same strategy. We begin by understanding the underlying business—its economics, management, competitive position, capital requirements, risks, and path to value creation.

Every company is different. The right investment structure should reflect those realities.

At Netiv, we view capital as a tool. Control ownership, growth capital, structured credit, and business lending each serve different purposes. Our role is to determine which form of capital provides the appropriate balance of opportunity, protection, flexibility, and alignment.

We believe downside protection and value creation are not separate disciplines. Both begin with understanding what can go wrong, structuring the investment accordingly, and remaining actively involved as circumstances evolve.

We value evidence over narrative. Capital should follow progress, performance, and demonstrated execution.

Investor first. Understand the business. Structure for the risk. Align capital around the outcome.
THREE-PART FRAMEWORK

The principles behind every investment decision.

01

Investor First.

We begin by asking whether the potential return appropriately compensates investors for the risk being taken. Downside exposure, alignment, governance, liquidity, and capital preservation are considered before the upside case.

02

Business First.

An investor-first approach requires understanding what we are actually investing in. We start with the business, its economics, management, competitive position, cash flow, assets, risks, and sources of long-term value.

03

Structure and Stay Accountable.

We select the form of capital, governance, and level of involvement that best fit the opportunity, then use milestones, financial discipline, active oversight, and continuous reassessment throughout the life of the investment.

Investor first does not mean avoiding risk. It means taking risk deliberately.

We believe strong investment outcomes begin with understanding the business, structuring investments intelligently, maintaining alignment, and remaining accountable after capital is deployed.

The investor defines our responsibility. The business determines the strategy. Discipline determines how capital is deployed.

That is Capital with Direction.

HOW WE INVEST

Conviction is earned before capital is deployed.

OUR INVESTMENT DISCIPLINE

We begin with the business and work outward from there.

Netiv does not begin with a predetermined product, security, or ownership structure. We begin by understanding the business, the source of its value, the risks that can impair capital, and the conditions required for the investment to succeed.

We look for situations where underlying value is identifiable, the constraint is understandable, and our capital, structure, governance, or active involvement can materially improve the outcome.

Only then do we determine the appropriate form of capital. Depending on the opportunity, that may be control ownership, growth capital, structured credit, business lending, or a combination of structures.

Our objective is not to deploy capital quickly. It is to deploy capital deliberately, with a clear understanding of the downside, a defined path to value creation, and the governance required to remain accountable after closing.

Understand the business. Underwrite the downside. Choose the right structure. Build alignment. Deploy against evidence. Reassess continuously.
BEFORE WE INVEST

Five questions must have credible answers.

We do not need every investment to look the same. We do need the logic behind every investment to be clear.

01

What is the underlying value?

We identify the assets, cash flows, technology, customer relationships, market position, or other fundamentals that support the investment thesis.

02

What can permanently impair capital?

We examine the downside before the upside: balance-sheet risk, liquidity, management execution, customer concentration, regulatory exposure, competitive threats, and structural weaknesses.

03

Can the outcome be influenced?

We prefer situations where governance, operating discipline, strategic direction, capital structure, or active ownership can materially improve the path forward.

04

Is the structure right for the risk?

A strong company can still become the wrong investment if the entry terms, ownership rights, seniority, covenants, liquidity, or governance protections are inadequate.

05

Are incentives and decision rights aligned?

Investors, management, ownership, and Netiv should understand how decisions are made, how capital is used, what milestones matter, and how value is ultimately shared.

FROM UNDERWRITING TO OWNERSHIP

How capital moves through our process.

01

Understand the Business.

We assess the economics, management, customers, competitive position, capital needs, cash flow, assets, and sources of long-term value before deciding what form an investment should take.

02

Underwrite the Downside.

We test what can go wrong, what could permanently impair capital, what assumptions are most fragile, and whether the prospective return adequately compensates investors for the risk.

03

Choose the Right Structure.

We determine whether control equity, growth capital, structured credit, business lending, or a blended solution creates the appropriate balance of protection, flexibility, and upside.

04

Build Governance and Alignment.

Decision rights, reporting, accountability, covenants, board participation, milestones, and economics are established before capital is committed wherever the structure permits.

05

Deploy Against Evidence.

Where appropriate, capital is staged behind milestones, operating progress, and demonstrated execution rather than deployed solely because it has been committed.

06

Own the Outcome.

Risk is reassessed throughout the life of the investment. We remain focused on governance, capital allocation, execution, value creation, and the eventual realization or repayment of investor capital.

We would rather miss an investment than force one.

Capital is valuable because it is finite. Our responsibility is to commit it only when the business, risk, structure, governance, and prospective return support the decision.

The strategy follows the business. Capital follows evidence. Discipline governs both.

That is how Netiv invests.

WORKING WITH INVESTORS

Partnership begins with responsibility.

OUR COMMITMENT TO INVESTORS

Stewardship comes before opportunity.

Investors entrust us with more than capital. They entrust us with responsibility.

At Netiv, that responsibility shapes how we evaluate opportunities, structure investments, deploy capital, communicate risk, and remain accountable after an investment is made.

We believe a strong investor relationship requires more than performance. It requires alignment, transparency, discipline, accessibility, and a clear understanding of how decisions are made.

Our objective is to create a partnership in which investors understand what we own, why we own it, the risks we are managing, how capital is being used, and what we believe must happen for value to be created.

We will not always control the outcome of an investment. We can control the discipline of our process, the quality of our communication, the alignment of our incentives, and the seriousness with which we treat investor capital.

Prioritize capital preservation. Communicate clearly. Align interests. Remain accountable.
THE INVESTOR RELATIONSHIP

What investors should expect from Netiv.

We want investors to understand not only the return objective, but also the reasoning, risks, structure, and responsibilities behind each investment decision.

01

Clarity Before Commitment.

Investors should understand the strategy, structure, risk profile, liquidity considerations, and how Netiv expects value to be created before capital is committed.

02

Transparency Throughout.

We communicate material developments, changes in risk, progress against the investment thesis, and the factors influencing portfolio performance with directness and context.

03

Alignment of Interests.

We seek structures in which the economic interests of investors, management, ownership, and Netiv are clearly understood and appropriately aligned.

04

Discipline Over Deployment.

We do not believe investor capital should be deployed simply because it is available. Capital should be committed when the opportunity, structure, risk, and prospective return justify the decision.

05

Access and Accountability.

Investors should have a clear line of communication with the firm and receive reporting that explains both performance and the decisions that shape it.

OUR COMMITMENT

Six principles guide how we serve investors.

01

Investor First.

Our responsibility begins with the people and institutions whose capital we manage. Investment decisions are made with capital preservation, risk-adjusted return, and investor alignment at the center.

02

Downside Before Upside.

We ask what can permanently impair capital before we underwrite the potential return. Protecting against avoidable loss is part of the investment thesis, not an afterthought.

03

Transparency Without Spin.

Good news and difficult developments should be communicated with the same standard: clearly, promptly, and with the context investors need to understand what has changed.

04

Capital Follows Evidence.

Where appropriate, additional capital is tied to progress, milestones, performance, and demonstrated execution rather than automatically following the original plan.

05

Governance Strengthens Oversight.

Reporting, oversight, decision rights, accountability, and financial controls are investment tools. We seek to build them into the structure from the beginning.

06

Long-Term Partnership.

We want investors to understand the firm, the portfolio, and the reasoning behind our decisions. Trust is built through consistency over time, not through a single transaction or reporting period.

Trust is not assumed. It is earned.

Our commitment is to treat investor capital with the discipline, transparency, and accountability we would expect if the roles were reversed.

We put capital preservation first, communicate directly, align interests, and remain accountable for the decisions we make.

That is how Netiv works with investors.

LEADERSHIP

A team built around responsibility.

THE TEAM

Different responsibilities. One investment standard.

Netiv is built around a team with distinct responsibilities across leadership, operations, strategic relationships, compliance, and portfolio management.

We believe strong investing requires more than a compelling thesis. It requires clear ownership of decisions, disciplined execution, strong governance, and accountability throughout the life of an investment.

Our leadership structure is designed around that principle: each member of the team has a defined role, while the firm remains aligned around disciplined stewardship and durable value creation.

We bring different disciplines to the same investment standard: understand the business, underwrite the downside, align the stakeholders, and execute with purpose.

Clear responsibility. Shared accountability. One investment standard.
Daniel Kogan
CO-FOUNDER AND CHAIRMAN

Daniel Kogan

Chief Executive Officer

Daniel Kogan is Co-Founder and Chairman of Netiv Capital Partners and serves as Chief Executive Officer. He leads the firm’s strategic direction, investment philosophy, capital allocation, and long-term priorities. His investment approach centers on situations where underlying business value may be constrained by capital structure, governance, execution, or strategic challenges. Daniel oversees the firm’s activities across control investments, growth capital, structured credit, business lending, and special situations, with an emphasis on disciplined underwriting, active involvement, and investor alignment.

Michael Goodman
CO-FOUNDER AND MANAGING PARTNER

Michael Goodman

Chief Operations Officer

Michael Goodman is Co-Founder and Managing Partner of Netiv Capital Partners and serves as Chief Operations Officer. He is responsible for the firm’s operating platform, execution, business development, and coordination across the organization. Michael brings experience spanning communications, relationship development, project coordination, and organizational execution, with a focus on translating strategy into consistent day-to-day operations. At Netiv, he helps build the systems, relationships, and operating discipline required to support the firm and its investment activities.

David Hersham
MANAGING PARTNER

David Hersham

Head of Strategic Alliance

David Hersham is Managing Partner and Head of Strategic Alliance at Netiv Capital Partners. He leads the development and management of strategic relationships across investors, business owners, management teams, advisors, and other counterparties. His role is focused on expanding the firm’s network, identifying opportunities for collaboration, and building relationships that can strengthen Netiv’s access to capital, expertise, and investment opportunities. He works closely with the leadership team to align external relationships with the firm’s long-term strategy.

AH
SENIOR PARTNER

Adi Hassoun

Chief Compliance Officer

Adi Hassoun is Senior Partner and Chief Compliance Officer of Netiv Capital Partners. He is responsible for the firm’s compliance and regulatory framework, including the policies, controls, governance processes, and oversight required to support disciplined investment activity. Adi brings regulatory and financial-services experience to the firm and works to integrate compliance into decision-making rather than treat it as a separate function. His role supports Netiv’s focus on accountability, appropriate oversight, and responsible growth.

Erez Younker
SENIOR PARTNER

Erez Younker

Head of Portfolio Management

Erez Younker is Senior Partner and Head of Portfolio Management at Netiv Capital Partners. He brings extensive experience in project and operations leadership, including cross-functional execution and real-time service delivery across multiple U.S.-based client organizations supporting more than 100 staff members. His background includes implementations, onboarding and offboarding, systems deployment, office expansion, process improvement, IT and vendor coordination, financial administration, and business-continuity planning. At Netiv, he applies that operating discipline to portfolio oversight, with a focus on execution, accountability, performance, risk, and the practical systems required to support value creation.

LEADERSHIP PRINCIPLES

Leadership is part of investment discipline.

We believe accountability cannot be separated from investment performance. Clear ownership of responsibilities creates better decisions, stronger governance, and greater confidence for investors and business partners.

Accountability

Every important decision should have clear ownership and a defined standard for follow-through.

Alignment

Leadership, investors, and management should understand the objective, the risks, and the path toward value creation.

Execution

Strategy only matters when it translates into disciplined action, measurable progress, and responsible stewardship of capital.

Strong businesses require strong leadership.

Our role is not simply to provide capital. We bring a team structure designed to challenge assumptions, strengthen governance, manage downside, and help move businesses forward.

Different responsibilities. One standard: disciplined stewardship, stronger businesses, lasting value.

That is the team behind Netiv.

STRATEGIES

The strategy follows the business.

CAPITAL IS THE TOOL

One investment standard. Multiple ways to deploy capital.

Netiv does not begin with a predetermined security or ownership structure. We begin with the business, the source of its value, the risks that must be protected against, and the capital solution that best fits the opportunity.

That flexibility allows us to invest through control ownership, growth capital, structured credit, and business lending while maintaining a consistent investment discipline.

Each strategy serves a different purpose. The standard remains the same: prioritize capital preservation, create alignment, structure around reality, and build a credible path to value creation or repayment.

The business determines the strategy. The risk determines the structure. Discipline determines how capital is deployed.
OUR STRATEGIES

Four capital solutions. One investment philosophy.

01

Control Investments

Active ownership where governance, decision rights, operating discipline, and strategic execution can materially influence the outcome.

02

Growth Capital

Capital for businesses with credible innovation, capable leadership, and a disciplined path to scale where ownership can support—not constrain—growth.

03

Structured Credit

Flexible financing structured around cash flow, collateral, downside protection, liquidity needs, and the long-term requirements of the business.

04

Business Lending

Practical financing for businesses that need liquidity, working capital, or bridge capital without unnecessary ownership dilution.

We do not force the opportunity into the strategy.

We choose the form of capital that best fits the business and the risk we are being asked to take.

Flexibility in structure. Consistency in discipline.

That is how Netiv approaches strategy.

CONTROL INVESTMENTS

Control creates the ability to act.

ACTIVE OWNERSHIP

We seek control when ownership can materially improve the outcome.

Some businesses do not need more capital alone. They need clearer governance, stronger financial discipline, management alignment, operating accountability, and the ability to make difficult decisions.

In those situations, Netiv may seek a controlling ownership position so that the investment thesis can be supported by the decision rights required to execute it.

We focus on businesses where underlying value is identifiable but performance is constrained by governance, capital structure, execution, strategy, liquidity, or management challenges that we believe can be addressed.

Control is not the objective by itself. It is a tool that allows ownership, governance, capital allocation, and execution to be aligned around a defined plan.

Control should create accountability, not bureaucracy.
WHAT WE LOOK FOR

Situations where active ownership matters.

We prefer control opportunities where value can be influenced through decisions we can understand, measure, and govern.

01

Identifiable Underlying Value

Defensible assets, technology, market position, customers, cash flow, intellectual property, or operating capabilities that support a credible investment thesis.

02

A Fixable Constraint

Governance, capital structure, management, liquidity, operating discipline, commercialization, or strategic issues that can be addressed through active ownership.

03

Decision Rights That Matter

Control should provide the governance authority required to implement the plan, support capital preservation, and hold management and ownership accountable.

04

Disciplined Capital Deployment

Where appropriate, capital can be staged behind milestones, operating progress, and demonstrated execution rather than deployed all at once.

05

A Credible Path to Value Creation

The investment must have a clear operational, financial, strategic, or commercial path to improving enterprise value—not simply a lower purchase price.

Ownership matters when execution matters.

We seek control when the ability to govern, allocate capital, strengthen management, and execute a defined plan can materially change the investment outcome.

Control is the mechanism. Value creation is the objective.
GROWTH CAPITAL

Growth should be funded by evidence, not momentum.

DISCIPLINED SCALE

Capital for businesses with a credible path to becoming more valuable.

Netiv provides growth capital to businesses where innovation, market demand, capable leadership, and commercial progress support a credible case for expansion.

We are not interested in growth for its own sake. We want to understand what additional capital will accomplish, how it will be measured, and whether the business has the operational capacity to convert capital into sustainable enterprise value.

Growth investing requires the same discipline as any other strategy: downside analysis, governance, alignment, capital efficiency, and continuous evaluation of whether the original thesis remains intact.

Capital should accelerate a working business model—not substitute for one.
WHAT WE LOOK FOR

Growth with evidence behind it.

We seek businesses where new capital has a specific purpose and where progress can be measured against clearly defined operating and commercial objectives.

01

Credible Innovation

A product, service, technology, or business model with a defensible reason for customers to adopt it.

02

Capable Leadership

Management that understands the business, its risks, and the operational requirements of scaling responsibly.

03

Commercial Evidence

Demand, customer engagement, revenue progress, strategic partnerships, regulatory progress, or other evidence that supports the growth thesis.

04

Capital Efficiency

A clear understanding of how incremental capital translates into milestones, revenue, infrastructure, market access, or enterprise value.

05

Alignment and Governance

Appropriate reporting, decision rights, incentives, and accountability so that growth does not come at the expense of investor discipline.

Growth is valuable when it creates durable value.

We fund growth when the business can show why the capital is needed, what it should accomplish, and how progress will be measured.

Evidence first. Capital second. Scale with discipline.
STRUCTURED CREDIT

Structure is the first line of defense.

FLEXIBLE CREDIT

Financing designed around the business and the risk.

Netiv uses structured credit where a business requires flexible capital but the investment case is better served by contractual protections, defined repayment economics, collateral, covenants, or negotiated seniority rather than traditional equity ownership.

We structure credit around the specific cash flows, assets, liquidity profile, operating needs, and risks of the borrower. The objective is to create a financing solution that supports the business while preserving appropriate protection for investor capital.

Credit discipline begins with repayment, not yield. We want to understand how principal is returned, what protections apply if performance deteriorates, and what rights exist if the original plan changes.

Return matters. Repayment matters first.
OUR CREDIT DISCIPLINE

Protection is built into the structure.

We focus on the quality of the borrower, the source of repayment, the downside protections, and whether the financing improves rather than weakens the business.

01

Source of Repayment

Cash flow, contracted revenue, asset realization, refinancing, or another identifiable source should support a credible path to repayment.

02

Downside Protection

Collateral, covenants, seniority, guarantees, reserves, reporting requirements, or other protections are considered according to the risk.

03

Appropriate Flexibility

The structure should give the borrower room to operate without removing the protections required by the investor.

04

Ongoing Monitoring

Financial performance, covenant compliance, liquidity, operating performance, and changes in risk are reassessed throughout the life of the investment.

05

Risk-Adjusted Return

Pricing and economics must compensate investors for the actual risk, illiquidity, complexity, and duration of the credit exposure.

Credit works when structure and repayment are clear.

We design financing around the realities of the business while maintaining the protections required to manage downside risk.

Flexible capital. Defined rights. Disciplined repayment.
BUSINESS LENDING

Liquidity should strengthen the business.

PRACTICAL FINANCING

Capital for businesses that need liquidity, not unnecessary dilution.

Not every capital need should result in an ownership change.

Netiv provides business lending solutions for companies that require practical, shorter-duration financing to support working capital, bridge timing gaps, fund specific business needs, or strengthen liquidity while preserving ownership.

We evaluate the borrower’s ability to repay, the purpose of the financing, the quality of the underlying business, and the protections available to the lender.

The objective is straightforward: provide capital that solves a real business need without creating a larger structural problem.

The right financing should solve the liquidity need without creating unnecessary ownership cost.
WHAT MATTERS

Simple capital still requires disciplined underwriting.

Business lending may be more straightforward than a control transaction, but the principles of downside protection, repayment, and alignment remain the same.

01

Clear Use of Proceeds

We want to understand precisely why the business needs capital and what the financing is expected to accomplish.

02

Repayment Capacity

Operating cash flow, receivables, assets, contracts, refinancing, or another credible source should support repayment.

03

Appropriate Duration

The term of the financing should reflect the underlying business need rather than extend risk unnecessarily.

04

Protection Without Overreach

Investor protections should be strong enough to manage downside while allowing a healthy business to continue operating effectively.

05

Ongoing Visibility

Reporting and monitoring continue through repayment so changes in risk can be identified early rather than after the fact.

Good lending solves a problem without creating a new one.

We provide practical financing where the business can support repayment and where debt is more appropriate than ownership dilution.

Liquidity with purpose. Protection with discipline.
OUR APPROACH

Discipline is not one stage of the process. It is the process.

HOW WE OPERATE

Every investment should become clearer as diligence progresses.

Netiv approaches investing as a sequence of decisions, not a single underwriting event.

We begin with the business, identify the underlying value, test the downside, determine the appropriate structure, establish governance, and define what must happen for the investment thesis to remain valid.

Our process is designed to improve judgment before capital is committed and to preserve accountability after it is deployed.

We do not separate underwriting, governance, risk management, and portfolio value creation into independent disciplines. Each informs the others throughout the life of the investment.

Understand first. Structure deliberately. Govern actively. Reassess continuously.
THE NETIV APPROACH

Six disciplines working together.

01

Investment Process

A deliberate sequence from initial screening through underwriting, structuring, approval, deployment, and ongoing ownership or oversight.

02

Risk Management

Downside is evaluated before upside, then continuously reassessed as the business, market, structure, and investment thesis evolve.

03

Governance

Decision rights, reporting, accountability, financial controls, and oversight are treated as investment tools, not administrative afterthoughts.

04

Portfolio Value Creation

We focus on the operating, financial, strategic, and governance actions that can improve the business and strengthen the path to realization or repayment.

05

Evidence-Based Capital

Where appropriate, additional capital follows milestones, operating progress, performance, and demonstrated execution.

06

Continuous Accountability

We remain responsible for the quality of the decision after closing, not only for the quality of the original investment memorandum.

The process should make the decision stronger.

Our objective is not complexity. It is clarity: what we own, why we own it, what can go wrong, what must go right, and how we will respond as facts change.

Discipline before investment. Accountability after it.
INVESTMENT PROCESS

Every investment earns its way forward.

FROM FIRST LOOK TO ACTIVE OWNERSHIP

A deliberate sequence designed to improve judgment.

Our investment process is designed to prevent momentum from replacing analysis.

Each opportunity progresses only as the business, downside, structure, governance, and prospective return become more understandable.

The exact diligence required will differ by opportunity, but the sequence remains consistent: understand the business, test the risk, structure the investment, establish accountability, and monitor execution.

No stage exists to justify the previous stage. Each stage must independently strengthen the investment case.
THE PROCESS

Six stages from screening to ownership.

Our objective is to reduce uncertainty before capital is deployed and ensure the investment remains governable after closing.

01

Initial Screening

We determine whether the opportunity fits Netiv’s strategy, whether underlying value is identifiable, and whether there is a plausible reason active capital or ownership can improve the outcome.

02

Business & Management Review

We assess the economics, customers, competitive position, management, operations, cash flow, capital needs, and the assumptions supporting the business plan.

03

Downside Underwriting

We test what can permanently impair capital, challenge key assumptions, examine liquidity and balance-sheet risk, and identify the variables that matter most.

04

Structure & Governance

We determine the appropriate capital structure, ownership rights, covenants, board or oversight rights, milestones, reporting, and protections required by the risk.

05

Investment Decision & Deployment

Capital is approved only when the expected return, downside, structure, alignment, governance, and execution plan support the decision. Where appropriate, deployment is staged.

06

Ongoing Ownership & Review

After closing, we monitor performance, reassess risk, evaluate capital allocation, enforce governance, and update the investment thesis as facts change.

Closing is not the end of underwriting.

The business continues to change after capital is deployed. Our process is designed to change with it.

Investment discipline continues for as long as investor capital remains at risk.
RISK MANAGEMENT

Risk is managed before it is priced.

DOWNSIDE FIRST

We begin by asking what could permanently impair capital.

Risk management at Netiv is not a compliance exercise and it is not limited to the investment committee.

It begins during initial screening, influences how the investment is structured, determines what governance and reporting are required, and continues throughout the life of the investment.

We distinguish between volatility, execution risk, and permanent impairment. Our focus is on understanding the risks that can materially damage the business, the capital structure, or the investor’s ability to recover capital.

We do not eliminate risk. We identify it, structure around it, price it, monitor it, and respond when it changes.
OUR RISK DISCIPLINE

Risk management is continuous.

The objective is not to make every investment safe. It is to understand the risk being taken and ensure the structure, governance, and prospective return justify it.

01

Permanent Impairment

We focus first on what can destroy value or prevent the recovery of investor capital—not simply what can create short-term volatility.

02

Liquidity & Capital Structure

We assess debt burden, cash requirements, refinancing risk, working capital, capital intensity, and whether the structure can withstand periods of underperformance.

03

Execution Risk

Management capability, operating complexity, commercialization, regulatory requirements, customer concentration, and critical milestones are evaluated against the investment case.

04

Governance & Control Risk

We examine whether decision rights, reporting, financial controls, incentives, and ownership dynamics support or undermine the investment thesis.

05

Scenario Analysis

We test assumptions under adverse operating and financial outcomes to understand where the investment becomes impaired and what options remain available.

06

Continuous Reassessment

Risk is reviewed as facts change. Performance, liquidity, execution, governance, market conditions, and capital needs are reassessed throughout the investment period.

Downside analysis is part of value creation.

Understanding what can go wrong improves how capital is structured, how governance is designed, and how decisions are made when circumstances change.

Capital preservation begins before the investment is made.
GOVERNANCE

Governance is an investment tool.

ACCOUNTABILITY BY DESIGN

Decision rights matter because capital is at risk.

We believe governance should be designed around the realities of the investment—not added after problems appear.

Clear decision rights, reporting, financial controls, board oversight, accountability, and incentive alignment can strengthen capital preservation and create the conditions required for execution.

The appropriate governance structure depends on the investment. A control investment may require direct ownership authority and board leadership, while a credit investment may rely more heavily on covenants, information rights, and defined remedies.

Governance should make responsibility visible and decisions enforceable.
WHAT GOVERNANCE SHOULD DO

Preserve oversight without preventing execution.

Good governance creates clarity: who decides, who reports, who is accountable, and what happens when performance diverges from the plan.

01

Clear Decision Rights

Material decisions, reserved matters, capital allocation, financing, acquisitions, management changes, and other critical actions should have clearly defined authority.

02

Financial Controls

Cash management, budgeting, reporting, approval thresholds, and financial visibility should support disciplined capital allocation and early identification of problems.

03

Management Accountability

Management should understand what it is responsible for, how performance will be measured, and how incentives align with long-term value creation.

04

Information & Reporting

Timely, accurate information is required for good decisions. Reporting should be designed around the risks and operating drivers that matter most to the investment.

05

Escalation & Intervention

Governance should provide the rights and processes required to respond when execution, liquidity, management, or risk materially diverges from the investment plan.

Good governance creates room to act.

When responsibilities, decision rights, and information are clear, the business can move faster with greater accountability.

Governance supports capital preservation by making execution governable.
PORTFOLIO VALUE CREATION

Value creation begins after the investment is made.

ACTIVE VALUE CREATION

We focus on what can materially improve the business.

Netiv’s role does not end when capital is deployed.

Where our ownership rights and investment structure allow, we work with management and stakeholders to strengthen the areas that most directly influence enterprise value, cash flow, strategic position, and investor outcomes.

We do not believe in change for the sake of activity. The objective is to identify the few operating, financial, governance, or strategic priorities that matter most and create accountability around them.

Value creation is not a list of initiatives. It is disciplined execution against the issues that matter most.
HOW WE CREATE VALUE

Focus on the constraints that matter.

The priorities differ by investment, but the objective is consistent: strengthen the business and improve the probability of a successful realization or repayment.

01

Governance & Leadership

Clarify accountability, strengthen management where required, improve board effectiveness, and align incentives with the investment plan.

02

Financial Discipline

Improve budgeting, cash controls, working capital, reporting, capital allocation, cost discipline, and visibility into the economics of the business.

03

Operational Execution

Address process bottlenecks, resource allocation, delivery standards, organizational structure, and operating priorities that constrain performance.

04

Commercialization & Growth

Strengthen go-to-market strategy, distribution, customer acquisition, partnerships, pricing, sales execution, or market expansion where those are critical to value creation.

05

Capital Structure

Realign debt, equity, liquidity, reserves, and financing obligations where the existing structure prevents the business from executing effectively.

06

Realization Discipline

We remain focused on how value ultimately returns to investors—through repayment, recapitalization, strategic sale, public markets, or another appropriate realization path.

Capital creates opportunity. Execution creates value.

Our objective is to leave the business stronger than we found it and to translate that improvement into a durable investor outcome.

Ownership, governance, and execution must work together.
INSIGHTS

Ideas that shape how we invest.

NETIV INSIGHTS

Investment judgment improves when assumptions are challenged.

Netiv Insights examines the decisions, risks, and conditions that influence investment outcomes. We focus on questions that matter when capital is at risk: the difference between a good business and a good investment, when ownership creates value, how capital structure changes risk, and what investors should examine when an investment thesis begins to change.

These are not market predictions or commentary designed to follow headlines. They are working ideas about investment judgment, developed from the principles that guide how we evaluate businesses and structure capital.

A good business and a good investment are not always the same thing.
FEATURED INSIGHT · INVESTMENT ANALYSIS

Why Good Businesses Become Bad Investments

A company can have a valuable product, loyal customers, strong intellectual property, or an attractive market and still produce a poor outcome for investors. Business quality matters, but so do entry price, capital structure, governance, liquidity, future funding requirements, and the rights attached to the investment.

INVESTMENT ANALYSIS

Why Good Businesses Become Bad Investments

Investors often begin with the quality of the company: the product, market, technology, customers, management team, and growth opportunity. Those questions are necessary, but they do not determine the investment outcome by themselves.

The same business can produce very different investor outcomes depending on the price paid, the amount of leverage, future capital requirements, ownership rights, governance, dilution, liquidity, and the time required for the underlying value to become realizable.

The company and the investment are two different things.

A business can continue to grow while an investor earns an inadequate return because the entry valuation assumed too much future success. A valuable technology can become trapped inside a company whose capital structure requires repeated financing. Strong revenue can coexist with weak cash generation. A capable management team can operate inside a governance structure that prevents difficult decisions from being made.

This is why we separate business underwriting from investment underwriting. First we ask whether the underlying business has value. Then we ask whether the terms on which capital enters that business allow investors to participate in that value while being appropriately protected from the risks.

The objective is not simply to find good companies. It is to create good investments in businesses worth owning or financing.
OWNERSHIP & CONTROL

Control Is Not the Strategy

Control is sometimes treated as an investment thesis in itself. We see it differently. Owning a controlling position only matters if the rights that come with control can be translated into better decisions and better execution.

There are situations where a business has real underlying value but lacks the governance, financial discipline, management alignment, or strategic clarity required to realize it. In those cases, control can give an investor the ability to address the constraint rather than simply observe it.

Authority has to serve a purpose.

Board control, approval rights, management authority, capital-allocation decisions, and financial controls can create accountability. But control without an operating plan does not create value. It can simply replace one owner with another.

Before seeking control, the relevant questions are therefore practical: What needs to change? Can ownership actually cause that change? Who will execute it? What resources are required? How will progress be measured? And what happens if the original plan does not work?

Control is valuable when it creates the ability to act on a clearly identified problem. The strategy is what we do with that ability.
CAPITAL ALLOCATION

When More Capital Makes the Problem Worse

Not every company that needs cash has a capital problem. Sometimes the shortage of cash is the visible result of a deeper operating, strategic, governance, or economic problem.

Additional funding can provide time. Whether that time creates value depends on what happens next. If the underlying issue is weak unit economics, an ineffective commercial strategy, uncontrolled spending, poor management accountability, or a product that has not demonstrated demand, more capital can postpone the necessary decision while increasing the amount ultimately at risk.

Capital should have a defined job.

Before providing additional funding, we want to understand what the capital is expected to accomplish and what evidence should exist when it has been spent. That can mean reaching a commercial milestone, improving working capital, completing a regulatory step, expanding capacity, restructuring liabilities, or funding a specific operating plan.

Where uncertainty is high, staged deployment can preserve optionality. The next dollar does not need to follow the first dollar simply because an original budget anticipated it.

Capital is most productive when it funds progress. It becomes dangerous when it funds the avoidance of difficult decisions.
INVESTMENT JUDGMENT

Price Is Only One Part of the Entry

A low valuation can create opportunity, but a discount alone does not create a margin of safety. Investors participate through a capital structure, not through a headline valuation.

Debt senior to the investment, preferred rights, future funding needs, dilution, contingent obligations, limited governance rights, or an uncertain path to liquidity can materially change the economics even when the apparent purchase price looks attractive.

Terms determine how value reaches the investor.

Two investors can invest in the same company at the same stated valuation and have materially different risk because their rights, seniority, protections, information access, and future obligations differ.

For that reason, entry analysis should include not only what the company is worth today, but also where the investor sits in the capital structure, what additional capital may be required, what rights exist if performance deteriorates, and how value can ultimately be realized.

A discount is meaningful only when the structure allows the investor to capture it.
CAPITAL STRUCTURE

The Cost of the Wrong Capital

The availability of capital does not mean it is the right capital. Different business needs require different financing solutions, and the wrong structure can create problems that outlast the original funding requirement.

Permanent equity may be unnecessarily expensive for a temporary working-capital need. Debt can become destructive when repayment obligations arrive before cash flows can support them. A growth company may require patient capital, while a mature business with predictable cash generation may be able to finance a specific need without meaningful ownership dilution.

Match duration, risk, and purpose.

We think capital structure should begin with the use of proceeds and the economics of the business. How long is the capital needed? What cash flows support repayment? How much uncertainty exists? What protections are appropriate? Does the business need an owner, a lender, or both?

The answer should determine the instrument rather than forcing the company into whichever form of capital happens to be available.

The right capital solves the business need while allocating risk to the structure best equipped to carry it.
RISK MANAGEMENT

What Does Permanent Impairment Actually Look Like?

Investments rarely progress in a straight line. Revenue can miss a forecast, a product launch can be delayed, markets can weaken, or an operating plan can take longer than expected. Those events matter, but they do not necessarily mean the investment thesis has failed.

The more important distinction is whether the setback changes the underlying ability of the business or investment structure to recover and create value.

Separate volatility from damage.

Permanent impairment can emerge when liquidity disappears before the business reaches a critical milestone, when leverage becomes unsustainable, when a competitive advantage is structurally lost, when regulatory developments undermine the business model, or when governance prevents corrective action.

Risk management therefore requires more than monitoring whether performance is above or below plan. It requires understanding which variables are recoverable, which are structural, and what options remain available when conditions change.

The purpose of downside analysis is not to predict every problem. It is to know which problems can change the investment permanently.
PORTFOLIO MANAGEMENT

The Investment Thesis After Closing

An investment memorandum captures a view at a point in time. The business begins changing again the moment the transaction closes.

Customers behave differently than expected. Costs change. Management teams evolve. Financing markets move. New competitors appear. Commercial milestones arrive early or late. The discipline after closing is to determine whether those changes affect timing, execution, or the fundamental thesis itself.

Conviction should be updated by evidence.

Active portfolio management means comparing actual results with the assumptions that justified the investment. When the evidence strengthens the thesis, additional capital or greater strategic commitment may be warranted. When evidence weakens it, the response may require intervention, restructuring, reduced exposure, or a change in strategy.

The goal is not to defend the original decision. It is to make the best decision with the information available today while remaining accountable for investor capital already at risk.

Closing establishes ownership. It does not end the responsibility to underwrite.

Insight should improve the next decision.

We use these ideas to challenge assumptions, sharpen judgment, and examine the conditions that can change investment outcomes.

Thinking has value when it changes how capital is allocated.
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