Description of Advisory Firm and Principal Owners.
Atlantic Street Capital Management, L.L.C. (“Atlantic Street”) is a Delaware limited liability
company. Atlantic Street was formed in 2006 as an investment advisory firm based in Greenwich,
Connecticut with additional offices in New York, New York and West Palm Beach, Florida.
Atlantic Street’s primary business is to provide investment advisory services for the investment of
private equity capital in pooled investment vehicles (“ASC Funds”) that are exempt from
registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose
securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”).
Atlantic Street advisory clients are ASC Funds. The ASC Funds are partnerships and limited
liability companies formed in Delaware in which the investors are limited partners or members and
affiliates of ASC serve as the general partners. The limited partners or members of ASC Funds
are accredited investors and qualified purchasers. Investors in the ASC Funds are not our advisory
clients and are referred to in this Firm Brochure as “investors” or “limited partners”.
Atlantic Street was formed in September 2006 by Peter Shabecoff and is currently owned by Mr.
Shabecoff and Andrew Wilkins.
Mr. Shabecoff, founder and Managing Partner of Atlantic Street was previously a partner for seven
years at North Castle Partners, a Greenwich, CT-based middle market private equity firm. At North
Castle, Mr. Shabecoff’s focus had been assuming responsibility for a number of underperforming
portfolio companies. In that capacity, he developed the view that a hands-on operational approach
by a general partner can drive significant value creation at a portfolio company. Mr. Shabecoff led
a series of successful turnarounds of North Castle portfolio companies.
Andrew Wilkins joined Atlantic Street as a Principal in 2006. Mr. Shabecoff was introduced to Mr.
Wilkins through Mr. Wilkins’ brother who worked with Mr. Shabecoff at North Castle. Mr.
Wilkins brought middle market financing experience that has been key to the execution of Atlantic
Street’s strategy. Now a Managing Partner and Chief Investment Officer of Atlantic Street along
with Mr. Shabecoff, Mr. Wilkins is responsible for generating deal flow, screening and due
diligence, identifying deal financing sources, and portfolio management.
In late 2018, Phillip Druce, a Principal, was promoted to Partner. Mr. Druce worked at North Cove
Partners prior to joining Atlantic Street in 2014.
Messrs. Shabecoff, Wilkins and Druce are responsible for deal sourcing, analysis, structuring
financing and oversight of the investment transactions.
The Adviser maintains a network of Operating Advisors (the “Operating Advisors”) that assists
with various aspects of ASC’s business. The Operating Advisors are seasoned executives who can
provide oversight and leadership in the transformation of our portfolio companies, as well as help
fill functional gaps (i.e. finance, HR and recruiting, supply chain management, data analytics)
and/or act as interim executives. There are shared service individuals that, as part of this network,
support the Operating Advisors in their role. These efforts have strengthened ASC’s ability to
drive value in our portfolio and allow us to focus additional time and resources on sourcing and
executing new investment opportunities. In addition to their work with the portfolio companies,
the Operating Advisors provide input to ASC during the initial due diligence phase on portfolio
companies and upon investment exits.
As a result of maintaining this network of Operating Advisors, the Adviser is comfortable taking
on operational challenges with our portfolio companies that other financial sponsors might deem
too challenging or time and labor intensive to pursue. Our investment strategy is built around this
approach. We identify businesses with opportunities for operational improvement, integrate those
into our investment thesis, and exert control through the portfolio companies’ boards of directors,
and our Operating Advisors’ day-to-day partnership with portfolio company management to
achieve our goals. The addition of our Operating Advisors plays a significant role in being
able to
affect change at our portfolio companies, unlocking equity value outside of financial engineering.
We also believe that our network of Operating Advisors allows the Adviser to invest in
opportunities that other financial sponsors might ignore, allowing us to target less competitive
acquisitions. Our Operating Advisor network drives value through hands-on execution.
The Operating Advisors work for Atlantic Street Capital Advisors, Inc. (“ASCA”), an entity
formed in 2020. ASCA will bill each portfolio company monthly for the time the Operating
Advisors spend working for the portfolio company as well as any expenses incurred.
The portfolio companies pay ASCA for any compensation (including fees, incentive equity, stock
awards or other non-cash compensation) and any reimbursement of certain travel and other
expenses incurred by an Operating Advisor or shared service provider. These payments do not
offset management fees paid to the Adviser. Operating Advisors and shared service individuals
that provide services to more than one portfolio company may be retained under a shared service
agreement, pursuant to which an Operating Advisor or shared service individual’s compensation
will be allocated based on the time spent providing services to each portfolio company. These
Operating Advisors are not partners or employees of the Adviser or any of its affiliates, but rather
employees of ASCA and work with the Funds’ portfolio companies.
Type of Advisory Services.
Atlantic Street provides investment advisory services to the ASC Funds that invest in operationally
intensive lower middle market platform investments. These investments are typically U.S. based
lower middle market companies with revenues between $20 and $200 million. Within the lower
middle market, ASC focuses on the following industries including: specialty retail/subscription
services; business services/technology services; and healthcare/healthcare services.
Atlantic Street’s services to the ASC Funds include screening and evaluating investment proposals
including proactively identifying emerging trends and market dynamics and targeting attractive
companies in a given segment; evaluating investment proposals including a detailed due diligence
process, including but not limited to management meetings, risk and opportunity assessments of
the company and industry as well as financial and business analyses, engaging consultants to
supplement due diligence efforts in the areas of legal, tax, insurance, accounting and consumer
research; submitting such proposals to the investment committee of the ASC Funds; assisting the
general partner in negotiating and finalizing transactions in which the ASC Funds have made a
decision to invest; monitoring the management and operations of such portfolio companies once
an investment is made; and evaluating and making recommendations to the general partner
regarding investment exit opportunities.
Client Tailored Service and Client Imposed Restrictions.
Atlantic Street services are designed to achieve the investment objective of each of the ASC Funds
to realize substantial capital gains primarily from equity investments in operationally intensive
lower middle market platform investments. ASC will only make investment recommendations that
are consistent with the stated objectives, strategy and investment guidelines of the particular ASC
Fund as set forth in the applicable ASC Fund’s private placement memorandum, limited
partnership agreements and applicable side letters with limited partners, if any.
Wrap Fee Programs.
A wrap fee program is an investment program where the investor pays one stated fee that includes
management fees, transaction costs, fund expenses, and any other administrative fees. Atlantic
Street does not participate in any wrap fee programs.
Assets under Management.
ASC Funds have the following assets under management (“AUM”):
As of December 31, 2023, ASC manages approximately $2,346,294,097 of private fund client
assets, all of which are managed on a discretionary basis. AUM includes the estimated fair market
value of the assets, cash on hand, and remaining capital commitments of the ASC Funds as of
December 31, 2023.