A. The Adviser is a registered investment advisory firm registered with the U.S. Securities and
Exchange Commission (the “SEC”) effective as of April 15, 2016. Our registration as an
investment adviser does not imply any level of skill or training. The oral and written
communications we provide you, including this brochure, include information you can use to
evaluate us and other advisers, which are factors in your decision to hire us or to continue to
maintain a mutually beneficial relationship. This brochure provides information about our
qualifications and business practices.
The Adviser was formed as a Delaware limited liability company in 2011. The Adviser is
located in Houston, Texas and specializes in making private equity investments in the energy
service industry and related businesses in the energy industry. Mike Scott and William E.
Chiles are the principals and equity owners of the Adviser (the “Principals”).
B. The Adviser provides investment advisory services on a discretionary basis for multiple pooled
investment vehicles (each a “Fund”, and collectively, the “Funds”) that the Adviser sponsors.
Typically, the Funds will be closed-end limited partnerships in which investors subscribe for
limited partner interests. The Funds directly or indirectly invest in the securities of privately-
held companies primarily but may also invest in publicly-traded companies. Each Fund may
have different investment strategies and may have different investment restrictions. The
purchase of the interests offered in each Fund is suitable for persons who can afford to hold the
interests for an indefinite period and to assume the risks of and bear the possible loss of their
entire investment in the interests.
The Adviser may also serve as the sponsor of entities that serve as feeder vehicles into the
Funds. Additionally, in order to meet tax, regulatory or other requirements, certain investors
may invest in substantially the same portfolio as the applicable Funds through specially formed
investment vehicles, which also are advised by the Adviser.
From time to time, the Adviser may establish, on a transaction-by-transaction basis, investment
vehicles and accounts through which certain persons may invest alongside one or more Funds
(each such pooled investment vehicle and account, a “Co-Investment
Vehicle”). Generally,
when a Co-Investment Vehicle is established for a particular transaction, it is contractually
required, as a condition of its investment, to exit its investment at the same time and on the
same terms as the applicable Fund that also is invested in such transaction.
The Adviser’s only advisory clients are the Funds and certain feeder vehicles and Co-
Investment Vehicles (collectively, the “Clients”).
C. Investment advisory services include working with Clients to establish an investment objective
and selecting portfolio investments utilizing the Adviser’s overall investment strategy, which
focuses on making private equity investments in the energy service industry and related
businesses in the energy industry.
While the Adviser’s services with respect to each of its Clients generally follow the broad
strategy described above, the Adviser may tailor the specific advisory services with respect to
each Client to the individual investment strategy of such Client.
The terms upon which the Adviser will provide investment advisory services to each Client are
set up at the time such Client is established and are generally set out in a separate management
agreement with such Client and in the limited partnership agreement, limited liability company
agreement or other organizational document governing such Client. These terms, which vary
among Clients, generally include restrictions on the types of securities and other assets in which
the Client may invest, the amount of assets that may be invested in any portfolio company or
industry, the industries in which the Client may invest, and borrowing, among others. The
Adviser also may enter into side letter agreements with certain investors in the Clients,
establishing rights under, or supplementing or altering the terms of, the applicable limited
partnership agreement, limited liability company agreement or other organizational document
and subscription agreement relating to such Clients with respect to such investors. Once
invested in a Client, investors cannot impose additional investment guidelines or restrictions
on such Client.
D. The Adviser does not participate in wrap fee programs.
E. As of December 31, 2023, the Adviser manages approximately $961,916,408 in discretionary
portfolios and $0 in non-discretionary portfolios.