A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
Formed in 2015 and led by William W. McMullen (“Managing Partner”) and Mark N. Stoner
(“Partner”), BCEM is a Houston, Texas based private equity firm focused on investments in energy
exploration and production (“E&P” or “upstream”) companies. The Firm makes privately negotiated,
control equity investments in the upstream space and dedicated drilling capital commitments to
leading operators.
BCEM serves as the investment adviser for and provides discretionary investment advisory services
to private funds (each, a “Fund”) exempt from registration under the Investment Company Act of
1940, as amended (the “Investment Company Act”), as well as to co-investment special purpose funds
(each, a “Co-Investment Fund”) established to invest alongside a Fund in a single portfolio company
(collectively, the “Funds,” unless the context otherwise requires). In certain circumstances, as more
fully described in Item 7 below, BCEM also permits certain investors and third parties to co-invest
directly into a portfolio company. Unlike the Co-Investment Funds referenced above, such direct co-
investments are not Funds or clients of BCEM.
BCEM has also established affiliate investment vehicles (“Affiliate Funds”) through which current
and former employees, members, officers, advisors, portfolio company executives, independent
contractors or persons close to the Firm invest alongside a Fund in an investment opportunity. Such
vehicles are generally contractually required, as a condition of investment, to purchase and exit their
investment in each investment opportunity at substantially the same time and on substantially the
same terms as the applicable Fund that is invested in that investment opportunity.
Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment
decisions on behalf of the Funds. The Funds’ General Partners are deemed registered under the
Investment Advisers Act of 1940, as amended (“Advisers Act”), pursuant to BCEM’s registration in
accordance with SEC guidance. The applicable General Partner of each Fund retains investment
discretion and investors in the Funds do not participate in the control or management of the Funds.
While the General Partners maintain ultimate authority over the respective Funds, BCEM has been
designated the role of investment adviser. For more information about the Funds and General
Partners, please see BCEM’s Form ADV Part 1, Schedule D, Sections 7.A. and 7.B.(1).
Principal Owners/Ownership Structure
BCEM is wholly owned by Mr. McMullen. For more information about BCEM’s owner and executive
officers, see BCEM’s Form ADV Part 1, Schedule A.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type
of investment advice you offer, and disclose that your advice is limited to those types of
investments.
BCEM provides advisory services as a private equity fund manager to its Funds. Interests in the Funds
generally are privately offered to qualified investors in the United States and elsewhere. The Funds
invest through privately negotiated transactions in operating companies. BCEM’s investment advisory
services to the Funds consist of identifying investment opportunities, negotiating the terms of
investments, managing and monitoring investments and achieving dispositions of such investments.
The Firm’s investment strategy is to specifically target middle-market investments in North American
exploration and
production companies through two complementary strategies: investing buyout and
growth capital in operators with current production to sustain and expand operations (platform
companies) and partnering with leading operators to provide dedicated drilling capital commitments
in off-balance sheet structures (drill partnerships). While most investments are made in private
companies or operators, the Funds have held public company investments in certain instances.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
BCEM does not tailor its advisory services to the individual needs of investors in its Funds; rather,
BCEM’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund. The Fund investment objectives are described in and governed by the private placement
memorandum, limited partnership agreement, investment advisory agreement, subscription
documents, side letters and other governing documents of the relevant Fund (collectively, “Governing
Documents”) and investors determine the suitability of an investment in a Fund based on, among
other things, the Governing Documents. The Firm does not seek or require investor approval
regarding each investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities. Investors in the Funds participate in the overall investment program for the applicable
Fund and generally cannot be excused from a particular investment except pursuant to the terms of
the applicable Governing Documents. In accordance with industry common practice, BCEM has
entered into side letters or similar agreements with certain investors that have the effect of
establishing rights under, or altering or supplementing, a Fund’s Governing Documents. Examples
of side letters entered into include limited partner advisory committee seats, provisions whereby
investors have expressed an interest in participating in co-investment opportunities, confidentiality
provisions, anti-money laundering and anti-bribery representations, notification provisions, limited
partner advisory board representation, reporting requirements and most favored nations provisions,
among others. These rights, benefits or privileges are not always made available to all investors,
consistent with the Governing Documents and general market practice. Commencing in September
2024, BCEM will make required disclosure of certain side letters to all investors (and in certain cases,
to prospective investors) in accordance with the new Private Fund Rule. Side letters are negotiated at
the time of a Fund’s formation, and once invested in a Fund, investors generally cannot impose
additional investment guidelines or restrictions on such Fund. There can be no assurance that the
side letter rights granted to one or more investors will not in certain cases disadvantage other investors.
D. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and how
you manage other accounts, and (2) explain that you receive a portion of the wrap fee for
your services.
BCEM does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on
a discretionary basis and the amount of client assets you manage on a non-discretionary
basis. Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, BCEM managed approximately $1.462 billion in regulatory assets under
management, all on a discretionary basis.