General Description of Advisory Firm
Varagon Capital Partners, L.P. (“Varagon”), a Delaware limited partnership with its principal
place of business in New York, New York, USA, was originally formed in October 2013. Varagon
is an asset manager focused on directly originated middle market credit. Varagon primarily invests
in term loans sourced through its relationships with middle market companies and middle market
financial sponsors, as well as through relationships with other lenders and other market
participants. Varagon seeks to provide disciplined exposure to an attractive asset class by coupling
its direct origination with an institutionalized credit process and active portfolio management.
On September 6, 2023, a wholly owned subsidiary of Man Group plc acquired a controlling interest
in Varagon. In connection with the transaction, certain senior members of Varagon’s existing
management continue to own, in the aggregate, a controlling interest in Varagon. The general
partner of Varagon is Man Times Square GP LLC and its sole limited partner is Man Times Square
Holdings LLC, an indirect, majority-owned subsidiary of Man Group plc. Man Group plc is a
public company listed on the London Stock Exchange and is a component of the FTSE 250 Index.
Man Group plc, through its investment management subsidiaries (collectively, "Man"), is a global
investment management business and provides a range of fund products and investment
management services for institutional and private investors globally. As of December 31, 2023,
Man had approximately $167.5 billion of assets under management.1
Description of Advisory Services
Varagon currently provides investment advisory services to certain wholly-owned insurance
companies and certain other institutional investors under separately managed account or fund of
one (such clients, collectively, the “SMA Clients”); the Senior Direct Lending Program, LLC and
its wholly-owned financing subsidiaries (collectively, the “SDLP”), a joint venture; and certain
pooled investment vehicles2, Varagon Capital Credit Strategies ICAV (the “ICAV”) Varagon
Capital Direct Lending Fund, L.P. (collectively, with the ICAV and certain other related entities,
“VCAP”) and Varagon Structured Notes Issuer I, LLC (“VSN”), each of which is described in
more detail below (collectively VCAP and VSN, being referred to as “Funds”). Collectively, the
SMA Clients, Funds and the SDLP are referred to herein as “Clients” of Varagon.
For each Client, Varagon manages investments in accordance with the investment objectives,
strategies, restrictions, and guidelines specified in the contracts, investment advisory agreements,
governing documents, and disclosure materials applicable to such Client (collectively, the “Client
1 Man assets under management as stated in the Man Group plc Annual Report include advisory-only assets over
which Man has no decision making or trading authority and dedicated managed account platform services for which
Man provides platform and risk management services but does not provide investment management services.
2 Varagon Fund I, L.P. (“VF1”) was previously a pooled investment vehicle managed by Varagon. On June 2, 2022,
immediately prior to Varagon Capital Corporation’s (“VCC”) election to be regulated as a business development
company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), VF1 merged with and
into VCC, with VCC as the surviving entity in the merger (the “Merger”). As a result of the Merger, VCC acquired
all of VF1’s assets and liabilities, including VF1’s interest in SDLP. VCC Advisors, LLC, a related adviser, is adviser
to VCC.
Governing Documents”). Investment decisions for the SMA Clients are made by Varagon’s
Executive Credit Committee (the “ECC”), which is described in more detail in Item 13, below.
Varagon primarily invests in debt issued by privately-held middle market companies located in
North America, but can provide financing to issuers outside these criteria. Varagon generally
focuses on companies in a range of industries including business services; healthcare; technology,
media, and telecommunications; and commercial and industrial. Varagon evaluates investments
across the debt capital structure (including first-lien, unitranche, second-lien, and mezzanine debt)
and invests in middle market credit through interests in term loans and through interests in
securities backed by term loans. Varagon’s advice will generally be limited to these investments,
but Varagon could expand its
investment focus in the future. Varagon generally does not invest in
publicly-traded securities.
Senior Direct Lending Program (the “SDLP”)
The SDLP is a joint venture between VCC and Ares Capital Corporation (“ARCC” and together
with its affiliates, “Ares”). As a joint venture, control and management is shared equally between
VCC and ARCC. The SDLP invests in middle market credit, primarily through investments in
unitranche term loans, in accordance with the investment objectives, policies, approvals and
restrictions as outlined in its governing documents (the “SDLP Agreements”).
The SDLP finances investments through the issuance of securities (the “SDLP Securities”) backed
by its loan portfolio, including, in order of seniority, senior notes (the “Senior Notes”),
intermediate funding notes (the “IFNs”), and subordinated certificates (the “Subordinated
Certificates”). VCC and SMA Clients have invested, and could in the future invest, in such SDLP
Securities (or derivatives of such securities), provided that such investments are permitted by the
terms of the applicable Client Governing Documents and by the SDLP Agreements. The SDLP
structure also includes two related Delaware statutory trust entities, formed solely for transactional
convenience, through which investors invest in the Senior Notes and the IFNs. Unless otherwise
noted, references herein to SDLP include the SDLP structure as a whole.
Varagon and ARCC each have agreed to refer investments in unitranche loans to borrowers with
trailing annual EBITDA of at least $25 million to the SDLP pursuant to sourcing agreements but
can also elect to refer other investments. All portfolio decisions and generally all other decisions
in respect of the SDLP must be approved by an investment committee of the SDLP consisting of
representatives of VCC and ARCC (with approval from a representative of each required). In
addition to their respective interests in SDLP Securities, both Varagon and Ares have the right, but
not the obligation, to directly invest on behalf of their respective clients in a portion (the “Special
Allocation”) of each term loan in which the SDLP invests.
Decisions regarding Special Allocations are made independently by Varagon and Ares on a case-
by- case basis. Varagon evaluates Special Allocations as separate term loan investments and can
decline a Special Allocation associated with an investment made by the SDLP. Special Allocations
approved by Varagon’s ECC, to the extent permitted by Clients’ investment objectives and
guidelines, can be placed in Varagon Clients’ accounts in accordance with Varagon’s allocation
policies and procedures described in Item 6 – Performance-Based Fees and Side-by-Side
Management.
Certain SMA Clients have invested in the Senior Notes. Varagon SDLP, LLC, a wholly owned
subsidiary of VCC (“Varagon SDLP”), owns a portion of the Subordinated Certificates.
ARCC is a publicly traded, closed-end, non-diversified specialty finance company that has elected
to be treated as a BDC under the 1940 Act. ARCC is currently managed by Ares Capital
Management, LLC (“ACM”).
Fund Clients
Varagon has formed VCAP, a fund family that includes parallel U.S. and non-U.S. levered master-
feeder fund structures that participate in the firm’s investment program on a levered basis, through
investments in the ICAV and other intermediary entities. As of the date hereof, Varagon Direct
Lending Fund, L.P., the onshore levered feeder Fund, Varagon Capital Direct Lending
International, SCSp, the offshore levered Feeder Fund, and the ICAV, have had one or more
closings.
The underlying investors in VCAP and VSN or any other Funds organized in the future (“Fund
Investors”) shall not be considered Clients solely by virtue of such investment.
Varagon will not provide individualized advice to Fund Investors. Varagon’s advice to a Fund is
generally not tailored to the individualized needs of any particular Fund Investor and an investment
in a Fund will not, in and of itself, create an advisory relationship between the Fund Investor and
Varagon. Fund Investors will be subject to the various risks described in the governing and offering
documents and should determine whether such Fund meets their investment objectives and risk
tolerance prior to investing.
Assets Under Management
Varagon had total regulatory assets under management (“RAUM”) of approximately $13.75
billion, comprised of $7.26 billion managed on a discretionary basis and $6.49 billion on a non-
discretionary basis as of December 31, 2023.