A. FIRM DESCRIPTION
Engine Capital Management, LP (“Engine” or the “Firm”) was organized as a Delaware
limited liability company that was founded in 2013 and was subsequently converted to a
Delaware limited partnership on February 13, 2018.
Engine’s current business activities consist of providing investment advisory services to
a group of privately offered, pooled investment vehicles that each make investments
according to a value-oriented special situations investment strategy.
Engine is owned by Arnaud Ajdler (99%) and by Engine Capital Management GP, LLC
(1%). Engine is controlled by Engine Capital Management GP, LLC, as the Firm’s general
partner, which is in turn controlled by Arnaud Ajdler as the Manager of Engine Capital
Management GP, LLC. Marc Diagonale serves as the Firm’s Chief Financial Officer and
Chief Compliance Officer.
B. TYPES OF ADVISORY SERVICES
Engine provides investment advisory services and serves as the discretionary
investment manager of
Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”),
Engine Capital Offshore Fund, Ltd., a British Virgin Islands business company (“Engine
Offshore”),
Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”),
Engine Airflow Capital, L.P., a Delaware limited partnership (“Engine Airflow”), and
Engine Lift Capital, LP, a Delaware limited partnership (“Engine Lift”)
(each of Engine Capital, Engine Offshore, Engine Jet, Engine Airflow, and Engine Lift are
referred to herein as a “Fund” and together, as the “Funds”). The Funds invest their
assets in securities according to Engine’s proprietary, value-oriented special situations
investment strategy. As the investment manager to the Funds, Engine is responsible for:
(a) the formulation and implementation of the Funds’ investment strategy; (b) evaluating
and monitoring investments made by the Funds; and, (c) making all investment decisions
for the Funds.
Engine Investments, LLC (“Engine Investments”), an affiliate of Engine, acts as the
general partner of Engine Capital and Engine Jet. As general partner, Engine Investments
is ultimately responsible for the management of Engine Capital and Engine Jet.
Engine Investments II, LLC (“Engine Investments II”), an affiliate of Engine, acts as the
general partner of Engine Airflow and Engine Lift. As general partner, Engine
Investments II is ultimately responsible for the management of Engine Airflow and
Engine Lift.
Investors in Engine Capital, Engine Jet, Engine Airflow, and Engine Lift are limited
partners (“Limited Partners”). Limited Partners must generally be “accredited
investors” as defined in Regulation D under the Securities Act of 1933. Investors in
Engine Offshore are shareholders (“Shareholders”). Shareholders generally must be
either non-U.S. Persons or permitted U.S. persons. A “Permitted U.S. Person” is a tax-
exempt U.S. person or an entity in which substantially all of the ownership interests are
held by tax-exempt U.S. persons, although certain taxable U.S. persons may
be permitted
as Shareholders.
As noted, Engine is retained by each Fund to act as such Fund’s discretionary investment
adviser. The specific terms and conditions applicable to the Funds, as well as each Fund’s
investment focus, investment guidelines, and investment restrictions, if any, are
described in each Fund’s confidential private placement memorandum or confidential
explanatory memorandum (each a “Memorandum”). This document is neither an
offer to sell nor a solicitation of an offer to buy interests in or shares of any Fund.
Such an investment may be made only after receipt and review of the applicable
Memorandum. Upon request to Engine, a copy of each Memorandum is available to
persons meeting applicable investor eligibility criteria. Each Memorandum contains
important information concerning risk factors and other material aspects of the
applicable Fund(s) and must be read carefully before any decision whether to invest is
made. The information in this document is qualified in its entirety by, and should be read
in conjunction with, the information contained in each Fund’s Memorandum.
The Firm may from time to time enter into agreements with certain investors that may
provide for terms of investment that are more favorable than the terms described in the
relevant offering documents. Such terms may include the waiver, reduction or rebate of
management fees, expenses and/or performance-based allocations, the provision of
additional information or reports or more favorable transfer rights or liquidity terms. No
such agreement will necessarily entitle any other Investor to the same terms of
investment.
No supervised person of the Firm accepts compensation for the sale of securities or other
investment products, including interests in or shares of the Funds.
C. TAILORED RELATIONSHIPS
Engine provides investment advisory services to the Funds based on the investment
objectives of the Funds. Engine does not provide tailored investment advice to the
Limited Partners or Shareholders in the Funds.
D. WRAP FEE PROGRAMS
Wrap Fee Programs are arrangements between broker-dealers, investment advisers,
banks and other financial institutions and affiliated and unaffiliated investment advisers
through which the Clients of such firms receive discretionary investment advisory,
execution, clearing and custodial services in a “bundled” form. In exchange for these
“bundled” services, the Clients pay an all-inclusive (or “wrap”) fee determined as a
percentage of the assets held in the wrap account.
Engine does not participate in and is not a sponsor of any wrap fee program.
E. ASSETS UNDER MANAGEMENT
When calculating regulatory assets under management, an investment adviser must
include the value of any private fund over which it exercises continuous and regular
supervisory or management services. Engine managed a total of $1,263,557,545 in Client
assets on a discretionary basis. This Regulatory Asset Under Management figure is based
on calculations as of December 31, 2023.