Hudson Structured Capital Management Ltd. (“HSCM” or the “Manager”) is a Bermuda limited company
that was formed in January of 2016. HSCM is an asset manager focused on alternative investments with a
principal emphasis on the global re/insurance and transportation sectors.
HSCM is a subsidiary of Hudson Structured Capital Management LP, a Bermuda limited partnership (the
“Holding Partnership”). The General Partner of the Holding Partnership is HSCM GP LLC (the “Holding
GP”), a Delaware limited liability company with Michael Millette as its managing member. Michael
Millette principally owns and controls, directly and indirectly, the Holding GP, the Holding Partnership and
HSCM.
HSCM primarily provides investment management services on a discretionary basis to investment funds
and other investment vehicles managed by HSCM (each, an “HSCM Fund”). The HSCM Funds invest in
the insurance and reinsurance (“Re/Insurance”) and transport (“Transport” or “Transportation”) sectors.
Blackstone Tactical Opportunities Fund II (“Blackstone”) invests with HSCM in the Re/Insurance and
Transport sectors, each in a “fund of one” (each, or collectively as the context provides, a “Blackstone
Account”) managed by HSCM that pursues the same investment objective and strategy as the HSCM
Re/Insurance and Transport Funds. The Blackstone Accounts generally invest in the same investments made
by the HSCM Re/Insurance and Transport Funds, respectively, on a pari passu basis, subject to a right of
Blackstone to opt-out of any given investment, and subject to available capital, portfolio composition,
allocation factors, and other considerations. The Blackstone Account has also invested in another HSCM
Fund. Blackstone and its related holding and investing entities also own a minority interest in HSCM and
its related entities. On December 30, 2020, HSCM notified Blackstone and its related holding and investing
entities of their intent to exercise their buyout right under their restructuring support agreement between
the parties, as of March 31, 2021. Blackstone and its related holding and investing entities no longer have
any management rights over HSCM, investments or funds.
As of January 31, 2021, HSCM and its affiliates entered into a credit agreement with Eldridge Corporate
Funding LLC, as administrative and collateral agent, and one or more of its affiliates, as lenders (the
“Eldridge Strategic Investor”). Under the credit agreement, the Eldridge Strategic Investor provided capital
(by way of a loan) to HSCM and its affiliates. In exchange, the Eldridge Strategic Investor received
warrants, exercisable into the equity of a parent company of the Manager (collectively with the loan, the
“Initial Instrument”). Subsequently, Eldridge extended an additional amount to HSCM and its affiliates
under the Initial instrument in support of their acquisition of the key business assets of Northern Shipping
Fund Management LLC (“NSFM”). Later, the Eldridge Strategic Investor agreed, in principle, to convert
a portion of the expanded Initial Instrument, into a convertible loan instrument, which, upon conversion,
could allow them to take a non-controlling equity interest in HSCM and its affiliates (the “Subsequent
Instrument” and, collectively with the Initial Instrument, the “Instruments”). Under the terms of these
Instruments, the Eldridge Strategic Investor does not have any specific management rights with respect to
the day-to-day business of the Manager or its funds.
In connection with the Initial Instrument, the Eldridge Strategic Investor and/or its affiliates invested in the
Manager’s InsurTech investment strategy, and, in connection with the Subsequent Instrument, have agreed
in principle to make significant additional capital commitments to the Re/Insurance strategy managed by
the Manager.
Additionally, in 2018 HSCM, Everest Reinsurance Holdings, Inc. (the “Everest Strategic Investor”) and
other parties thereto entered into an arrangement (the “Everest Strategic Investor Agreement”), whereby
the Everest Strategic
Investor committed to invest with the Manager and support the launch of the
Manager’s first investment fund within its Insurtech strategy. Please see disclosures related to certain risks
and conflicts of interest as described in Item 8 below.
The Everest Strategic Investor and the Eldridge Strategic Investor (the “Strategic Investors”) and their
affiliates are not treated as affiliates, sponsors or promoters of any fund or client of the Manager, will not
be active in the management or day-to-day business activities of any fund or client of the Manager, have
no involvement with or responsibility or liability to the investors in any fund or client of the Manager or
any other person for the Manager’s compliance or non-compliance with applicable legal, investment, tax
or regulatory requirements or for the performance of any fund or client of the Manager, have no duties to
investors in any fund or client of the Manager and will not be liable to investors in any fund or client of the
Manager for exercising or not exercising any rights that they may have.
On May 12, 2022, HSCM acquired certain assets of NSFM, making HSCM the investment adviser to
Northern Shipping Fund II LLC, Northern Shipping Fund III LP, Northern Shipping International Fund III
LP, Northern Shipping Master Fund III LP and Northern Shipping Fund IV LP (collectively, “NS Funds”
and each an “NS Fund”). HSCM has also agreed to provide certain administrative services to MR Holding
I LLC and MR Holding II LLC, which are entities associated with NSFM and its affiliates. Northern
Shipping Fund II LLC, Northern Shipping Fund III LP, Northern Shipping International Fund III LP,
Northern Shipping Master Fund III LP, MR Holding I LLC and MR Holding II LLC are no longer active
and have been formally closed.
HSCM provides investment management services to separate accounts and co-investment accounts on both
a discretionary and a non-discretionary basis (collectively, and including as the context indicates the HSCM
Funds, “Clients”).
Each HSCM Fund is a U.S. or non-U.S. investment limited partnership, limited liability company or
corporation, or other vehicle that is not registered or required to be registered under the U.S. Investment
Company Act of 1940, as amended (the “Investment Company Act”). The securities of an HSCM Fund are
not generally registered or required to be registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and, in the case of any HSCM Fund, are privately placed to qualified investors in the
United States and elsewhere.
The terms upon which HSCM serves as investment manager of a Client are established at the time each
Client or the relationship is established and are generally set out in separate investment management
agreements, limited partnership agreements, private placement memoranda and/or other governing
documents for a Client (collectively, the “Governing Documents”). Terms may be changed over time by
HSCM or an HSCM Fund’s general partner (a “General Partner”) or board of directors (a “Board”), as the
case may be. HSCM generally provides similar services to its Clients, although HSCM may tailor specific
investment management advice for a Client based on its investment objectives and strategies, and the
discretionary or non-discretionary nature of the relationship. The terms of the Governing Documents vary
from Client to Client.
HSCM Funds have a specified minimum initial investment as set forth in their offering documentation;
generally, $1 million or more. The minimum initial investment amount may be waived or reduced in the
sole discretion of HSCM or an affiliate.
The terms of a managed account arrangement or co-investment account are governed by a written
investment advisory agreement as agreed between HSCM and the Client.
As of March 31, 2024, HSCM had approximately $3,344,863,234 in regulatory assets under management
managed on a discretionary basis and $433,085,487 in regulatory assets under management managed on a
non-discretionary basis.