OIC, L.P. (the “Manager” or the “Adviser”) is a Delaware limited partnership and
registered investment adviser founded in June 2015. The Manager and its affiliated investment
advisers, described below (collectively with their affiliated entities, “OIC”), provide investment
advisory services to OIC’s clients, which currently consist of private investment funds primarily
focused on making investments in the energy and infrastructure industry.
Orion Energy Credit Opportunities Fund II GP, L.P., Orion Energy Credit Opportunities
Fund III GP, L.P., OIC Credit Opportunities Fund IV GP, L.P., OIC Growth Fund I GP, L.P. and
OIC Structured Equity Fund I GP, L.P. (collectively, the “Main Funds General Partners”) (together
with the SMA GPs (defined below) and any future general partner, managing member or other
similarly authorized person of a private fund advised or sponsored by OIC, the “General Partners”)
are registered as investment advisers pursuant to the Manager’s registration in accordance with
SEC guidance under the Advisers Act. The General Partners and the Manager (together with any
future affiliated investment adviser, the “Advisers”) are under common control and operate as a
single advisory business. The principal owners and co-founders of OIC are Gerrit Nicholas and
Nazar Massouh.
The Advisers’ clients include Orion Energy Credit Opportunities Fund II, L.P. (collectively
with any parallel fund or alternative investment vehicle formed in connection with it, “Fund II”),
Orion Energy Credit Opportunities Fund III, L.P. (collectively with any parallel fund or alternative
investment vehicle formed in connection with it, “Fund III”), OIC Credit Opportunities Fund IV,
L.P. (collectively with any parallel fund or alternative investment vehicle formed in connection
with it, “Fund IV”), OIC Growth Fund I, L.P. (collectively with any parallel fund or alternative
investment vehicle formed in connection with it, “Growth Fund I”) and OIC Structured Equity
Fund I, L.P. (collectively with any parallel fund or alternative investment vehicle formed in
connection with it, “Structured Equity Fund I”) (together, the “Main Funds”). References
throughout this Brochure to “a Fund” or “Funds” are generally intended to cover any existing or
future private fund advised or sponsored by the Advisers or their affiliates, including, but not
limited to, Fund II (which is OIC’s first fund), Fund III, Fund IV, Growth Fund I, Structured Equity
Fund I, any SMAs (as defined below) and any Co-Invest Fund (as defined below). The Advisers
expect to advise additional private funds and separate accounts in the future. As such, in addition
to the Main Funds, the Advisors’ clients also include Orion AB Nautilus Infrastructure Fund I,
L.P. (“AB Nautilus”), OIC DH Fund, L.P. (“DH Fund”), OIC Shine Fund, L.P. (“Shine Fund”),
Orion Energy Partners Umbrella Fund I, L.P. (“Umbrella Fund”), and OIC Structured Equity LMI
Fund, L.P. (“Equity LMI Fund” and together with AB Nautilus, Shine Fund and DH Fund,
Umbrella Fund, the “SMAs”). Each of the SMAs has its own General Partner: respectively, Orion
AB Nautilus Infrastructure Fund I GP, LP, OIC DH GP, L.P., OIC Shine GP, L.P., Orion Energy
Partners Umbrella Fund I GP, L.P and OIC Structured Equity LMI Fund GP, L.P. (collectively,
the “SMA GPs”). Additionally, from time to time, the Advisers expect to provide (or agree to
provide) certain investors or other persons the opportunity to participate in co-invest vehicles (each
a “Co-Invest Fund”) that will invest in certain portfolio companies alongside a Fund. Such Co-
Invest Funds typically invest and dispose of their investments in the applicable portfolio company
at the same time and on the same terms as the primary Fund making the investment. On occasion,
however, a Co-Invest Fund or co-investor might purchase a portion of an investment from a Fund
for strategic or other reasons. The Advisers generally expect any co-invest buy-down to occur
shortly after the Fund’s completion of the investment to avoid any changes in valuation of the
investment, and the Advisers could require a Co-Invest Fund or co-investor to pay interest on its
buy-down in order
to compensate the Fund for the holding period. See “Participation or Interest
in Client Transactions” for additional information regarding co-investment arrangements,
including Co-Invest Funds.
In general, each Fund’s General Partner has the authority to make investment decisions for
such Fund but has delegated day-to-day management of the Fund to the Manager. The Advisers’
investment advisory services to the Funds include sourcing, identifying, evaluating, negotiating,
overseeing, managing, monitoring and disposing of investments. The Advisers’ advisory services
for each Fund are further described in, as applicable, the private placement memoranda (each, a
“Memorandum”), limited partnership agreement (or similar operating agreement) (each, a
“Partnership Agreement”), letter agreement or other similar agreement between a Fund or General
Partner and an investor (collectively, “Side Letters”), an investor’s subscription agreement, and
investment management agreement (each, an “Investment Management Agreement” and together
with any applicable Memorandum, Partnership Agreement, Side Letter, and subscription
agreement, the “Governing Documents”) as well as below under “Methods of Analysis, Investment
Strategies and Risk of Loss” and “Investment Discretion.”
The Advisers tailor their advisory services in accordance with each Fund’s investment
strategy as disclosed in such Fund’s Governing Documents. Investors in the Funds (“Limited
Partners”), however, are expected to participate in the overall investment program for the
applicable Fund, but they can be excused from a particular investment due to legal, regulatory or
other applicable constraints or for other agreed upon reasons.
From time to time, the Advisers have and, in the future, expect to enter into Side Letters or
other similar agreements with certain investors that have the effect of establishing rights under,
supplementing or altering a Fund’s Partnership Agreement or an investor’s subscription
agreement. Such rights or alterations could be regarding economic terms, fee structures, excuse
rights, information rights, co-investment rights (including the provision of priority allocation rights
to Limited Partners who have capital commitments in excess of certain thresholds to one or more
Funds), or transfer rights. Other Side Letter rights are likely to confer benefits on the relevant
investor at the expense of the relevant Fund or of investors as a whole, including in the event that
a Side Letter confers additional reporting, information rights and/or transfer rights, the costs and
expenses of which are expected to be borne by the relevant Fund. As a result of such rights, certain
Limited Partners in the same Fund could experience different returns or have access to information
to which other Limited Partners do not have access. A Limited Partner’s co-investment rights under
a Side Letter could result in fewer co-investment opportunities or limited allocations provided to
other Limited Partners. Furthermore, pursuant to a Fund’s Governing Documents, some of such
rights, terms or conditions will be elected by certain sizeable investors with “most favored nations”
(“MFN”) rights, but certain rights, terms or conditions will only be available to investors who
participate in the first closing of the Fund and/or who invested in prior funds, with a similar strategy
to the Fund, that were managed by one or more of the Fund’s principals. However, certain
additional rights could have the effect of increasing the expenses borne by the Fund or its Limited
Partners not party to the particular Side Letter, including for example with respect to costs incurred
in providing a Limited Partner additional information or reporting that is not borne by the
requesting Limited Partner.
As of December 31, 2023, the Advisers have $3,716,365,781 in client assets under
management, all of which is managed on a discretionary basis.
The information provided herein about the investment advisory services provided by the
Manager is qualified in its entirety by references to the Funds’ Governing Documents.