Hanover House, LLC (the “Adviser”) is a limited liability company formed under the
laws of the State of Delaware in June 2016. The Adviser is owned 100% by Sema4,
Inc., which is owned 100% by Mark DiSalvo.
Highland Crusader
The Adviser was formed for the primary purpose of serving as General Partner to the
Highland Crusader Fund, L.P. (“Onshore Fund”) and to hold the management shares
in the Highland Crusader Fund, Ltd. (“Offshore Fund I”) and the Highland Crusader
Fund II, Ltd. (“Offshore Fund II”), which were organized for the purpose of investing
substantially all of their assets in the Highland Crusader Offshore Partners, L.P.
(“Master Fund” and together with the Onshore Fund, Offshore Fund I and Offshore
Fund II, the “Crusader Funds”).
On July 15, 2011, the Supreme Court of Bermuda approved that certain Scheme of
Arrangement pursuant to Section 99 of the Companies Act 1981 (the “Scheme”)
between Offshore Fund II and redeemed investors in the Offshore Fund II, which
provides for, among other things, the wind-down and distribution of the assets of the
Crusader Funds to the redeemed investors in the Crusader Funds (the “Redeemers”).
The Joint Plan of Distribution of the Crusader Funds (the “Plan”) was approved by the
Crusader Funds’ former investment manager, Highland Capital Management, L.P.
(“HCMLP”), and the consenting Redeemers in connection with the approval of the
Scheme. Both the Scheme and Plan provide for the constitution of a committee
consisting of representatives of prior Redeemers and compulsory Redeemers (the
“Redeemer Committee”), and the Redeemer Committee’s oversight of the
management and wind-down of the Crusader Funds. The Redeemer Committee
exercised its right to remove HCMLP and cause HCMLP to transfer the general
partnership interest and other voting control of the Crusader Funds to the Adviser
pursuant to certain Transfer Agreements dated as of August 4, 2016. Additionally,
the Adviser has delegated to Alvarez & Marsal CRF Management, LLC (the
“Investment Manager”) pursuant to an Investment Management Agreement dated
August 4, 2016 (as amended, the “Investment Management Agreement”), certain
rights and powers to conduct the wind down of the Crusader Funds. Pursuant to the
Investment Management Agreement, the rights and powers of the Investment
Manager include the authority to:
Manage and administer the affairs of each of the Crusader Funds;
Execute, deliver and perform contracts, agreements and other undertakings on behalf
of each of the Crusader Funds, without the prior consent or approval of House
Hanover or any investor, director, officer or other agent of any of the Crusader Funds,
except with respect to certain investments for which House Hanover has retained
discretion;
Liquidate the business and administrative affairs of each of the Crusader Funds.
Under the terms of the Investment Management Agreement and subject to certain
limitations set forth therein, the Investment Manager has full discretion and
authority, without obtaining the prior approval of any director, officer or other agent
of any of the Crusader Funds, for all investment and investment management
decisions to be undertaken on behalf of the Crusader Funds; provided, that the
Investment Manager shall not affect any transactions which are materially
inconsistent with the Plan or the Scheme.
Notwithstanding the foregoing, with respect to the Crusader Funds’ investment in
certain assets (the “Segregated Assets”), (1) House Hanover retains (and does not
delegate) its authority as general partner of the Master Fund and the Onshore Fund
and as holder of the management shares of the Offshore Fund I and the Offshore Fund
II, (2) all decisions regarding the Segregated Assets remain under the control of House
Hanover, and (3) the Investment Manager must act under the direction of House
Hanover with respect to all acts with regard to the Segregated Assets.
The Adviser will oversee the Investment Manager to ensure that the process of
liquidation continues in an orderly manner, and oversee the distribution of the
proceeds therefrom to the limited partners and investors of the Crusader Funds.
Princeton Capital Corporation
Effective January 1, 2018, House Hanover, LLC entered into an Interim Investment
Advisory Agreement with Princeton Capital Corporation (“Princeton Capital”) (the
“Interim Investment Advisory Agreement”).
On April 5, 2018, the board of directors of Princeton Capital, including a majority of
the independent directors, conditionally approved the Investment Advisory
Agreement between Princeton Capital and House Hanover, LLC (the “House Hanover
Investment Advisory Agreement”) subject to the approval of Princeton Capital’s
stockholders at Princeton Capital’s 2018 Annual Meeting of Stockholders. The House
Hanover Investment Advisory Agreement replaced the Interim Investment Advisory
Agreement. On May 30, 2018, Princeton Capital’s stockholders approved the House
Hanover Investment Advisory Agreement. The effective date of the House Hanover
Investment Advisory Agreement was May 31, 2018.
On November 15, 2019, Princeton Capital Corporation announced that the
Company’s Board of Directors had initiated a strategic review process to identify,
examine, and consider a range of strategic alternatives available to the Company,
including but limited to, (i) selling the Company’s assets to a business development
company or other potential buyer, (ii) merging with another business development
company, (iii) liquidating
the Company’s assets in accordance with a plan of
liquidation, (iv) raising additional funds for the Company, or (v) otherwise entering
into another business combination, with the objective of maximizing stockholder
value.
Princeton Capital provides debt-financing solutions at all levels of the capital
structure to U.S. lower middle-market companies. Investments are made in a variety
of industries and geographies to create a diverse portfolio that will generate
competitive returns for stockholders. The investment objective of Princeton Capital
is to generate current income and capital appreciation through the sourcing and
origination of debt securities at all levels of the capital structure, including first and
second lien debt, notes, bonds and mezzanine securities.
Princeton Capital is a closed-end and externally managed investment company that
has elected to be regulated as a business development Company under the
Investment Company Act of 1940, as amended.
Subject to the terms of the House Hanover Investment Advisory Agreement, the
Adviser oversees Princeton Capital’s day-to-day operations and provides Princeton
Capital with investment advisory services. Under the terms of the House Hanover
Investment Advisory Agreement, the Adviser, will among other things: (i) determine
the composition and allocation of the portfolio of Princeton Capital, the nature and
timing of the changes therein and the manner of implementing such changes; (ii)
identify, evaluate and negotiate the structure of the investments made by Princeton
Capital; (iii) execute, close, service and monitor the Princeton Capital’s investments;
(iv) determine the securities and other assets that Princeton Capital shall purchase,
retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi)
provide Princeton Capital with such other investment advisory, research and related
services as Princeton Capital may, from time to time, reasonably require for the
investment of its funds; and (vii) if directed by the Princeton Capital Board, assist in
the execution and closing of the sale of Princeton Capital’s assets or a sale of the equity
of Princeton Capital in one or more transactions. Adviser’s services under the House
Hanover Investment Advisory Agreement may not be exclusive and it is free to
furnish similar services to other entities so long as its services to Princeton Capital
are not impaired. At the request of Princeton Capital, the Adviser, upon any transition
of Princeton Capital’s investment advisory relationship to another investment
advisor or upon any internalization, shall provide reasonable transition assistance to
Princeton Capital and any successor investment advisor.
Black Toro Capital (subsequently to be referred as PIAA, LP and ABGMS, LP)
On August 7th 2020, House Hanover LLC became the General Partner (GP) of Black
Toro Capital Fund, LP (BTC I) and Black Toro Capital Fund II, LP (BTC II). These are
private equity funds focused on providing flexible capital solutions for mid-sized
companies in Spain by structuring investments throughout the capital structure. The
GP that House Hanover LLC took over from was Black Toro Capital (BTC).
BTC I started its activity in October 2014 through the Feeder Fund based in the US,
which contributed the assets into the SICAR in December 2017, committing a total
amount of EUR 40 million to execute its investment strategy. Since its launch, BTC I
has made 4 investments in 4 portfolio companies totalling EUR 34 million. In August
2015, BTC I completed its last investment. The focus of the fund is currently the
execution of the investment strategies and preparation for exits.
In February 2017, BTC II completed its final closing, committing a total of EUR 234.75
million. Since its launch in November 2015, BTC II has executed investments into 5
portfolio companies and 7 add-on investments to these main portfolio companies,
totalling EUR 212.5 million as of December 31, 2018.
On August 7th 2020, BTC received a formal notice by over 70% of investors by capital
committed in BTC Fund, LP and BTC Fund II LP, the US Feeder Fund, to implement a
change in the GP in the US through a GP Removal Without Cause, replacing BTC
Investments 2012, Sarl. as GP for the US Fund. The new GP is House Hanover LLC, a
Delaware Limited Liability Company. The change became effective in the US Feeder
fund as of August 7th, 2020 and no change has taken place yet in Luxembourg. BTC
has been operating under the guidance of House Hanover, LLC and is collaborating
and communicating regularly with them as the new representative for the US feeder
Fund LPs. There has been no change in investment thesis and the fund is expected to
continue to operate in the same form.
In August 2020, Black Toro Capital Fund, LP changed its name with the State of
Delaware to PIAA, LP. Also, in August 2020, Black Toro Capital Fund II, LP changed
its name with the State of Delaware to ABGMS, LP.
On March 4th 2021, the Commission de Surveillance du Secteur Financier (CSSF)
approved the registration of House Hanover S.A.R.L as an alternative investment fund
manager. Also on March 4th, 2021 the CSSF approved House Hanover S.A.R.L as the
replacement General Partner and manager of the alternative investment fund of BTC
– TREA S.C.A., SICAR, replacing BTC Investments 2012 S.A.R.L,
On May 7, 2021 House Hanover S.A.R.L. as General Partner of BTC – TREA S.C.A.,
SICAR, through the extraordinary general meeting of shareholders approved the
change of the name of BTC – TREA S.C.A., SICAR to House Hanover Spain S.C.A., SICAR.