The Filing Adviser is an investment adviser organized as a Delaware corporation that was formed on May 7, 2003.
The Adviser’s principal place of business is in New York, New York. The Adviser is a wholly-owned subsidiary of Bregal
Investments London Limited and ultimately of COFRA Holding AG (“COFRA”). COFRA is owned by a European family
but has no owner with a 25% or more interest.
The Filing Adviser, either directly or indirectly, is under common control with the following advisers (the “Relying
Advisers”) that rely on the registration of the Filing Adviser:
Bregal Energy, Inc.
Bregal Sagemount Management L.P. (“Bregal Sagemount”)
The Relying Adviser is subject to the Filing Adviser’s compliance program.
Use of the term “Adviser” herein is intended to include both the Filing Adviser and the Relying Advisers, unless the
context would indicate otherwise. The Adviser and its related entities and fund vehicles (collectively, “Bregal
Investments”) were established by a European family beginning in 2002 and are a global private equity and fund
investment platform. Since 2002, the Bregal Investments private equity platform has invested over $18 billion
through a wide variety of strategies, each with separate investment teams. Bregal Investments’ ultimate parent
company was reorganized in 2011 and again in 2022 and as a result, certain family investments were spun out into
a family-established cooperative and related entities, in addition to being held by Bregal Investments’ ultimate
parent company and its related entities (the “Family Investments”). With approximately 96 employees at Bregal
Investments, Inc. and its Relying Advisors Bregal Sagemount Management LP and Bregal Energy, Inc. and
approximately 265 employees at Bregal Investments globally across offices in New York, London, Milan, Zug, Munich,
Dallas and Palo Alto, Bregal Investments both invests in and backs direct private equity teams.
For more than a decade, Bregal Investments has partnered with direct private equity funds, leveraging its scale,
geographic reach and investment insight. Bregal Investments’ experience as a significant limited partner in both
external funds through its fund-of-funds team as well as in the direct funds which it has exclusively backed allows
for a strategic partnership that understands and shares a positive alignment of interests with external investors.
The Bregal Sagemount team focuses on opportunistic private equity investments in growth businesses
headquartered in North America (“Bregal Sagemount Equity”). Bregal Sagemount Equity takes a capital structure-
agnostic approach to investing that aims to provide strong returns coupled with low volatility across varying market
cycles driven by investing in:
Industries with strong secular tailwinds that Bregal Sagemount believes are uncorrelated to the broader
macroeconomic environment;
Companies with highly recurring revenue streams; and
Highly structured securities that seek to deliver attractive private equity returns, but with principal
protection and structured returns.
The industries of focus for Bregal Sagemount Equity include software, digital infrastructure, healthcare IT and
services, business and consumer services and financial technology and specialty finance.
In addition, the Bregal Sagemount team advises Bregal Sagemount Debt Investment Fund LP, Bregal Sagemount
Credit Opportunities Fund II LP, Bregal Sagemount Credit Opportunities Co-Investment LP, Bregal Sagemount Credit
Opportunities Fund II-O LP, Bregal Sagemount Credit Solutions LP (including series partnerships Bregal Sagemount
Credit Opportunities Series 2023 LP and Bregal Sagemount Direct Lending Series 2023 LP), and Bregal Sagemount
Credit Solutions-O LP (including series partnerships Bregal Sagemount Credit Opportunities Series 2023 LP and Bregal
Sagemount Direct Lending Series 2023 LP) (collectively, “Bregal Sagemount Debt”), private equity funds that focus
on debt origination, secondary debt purchases and direct lending in the software, digital infrastructure, healthcare
IT and services, business and consumer services and financial technology and specialty finance industries.
The Adviser advises Bregal Partners L.P. and Bregal Partners II L.P. (collectively, “Bregal Partners”), mid-market
private equity funds investing in the consumer and multi-unit, food & beverage, business services, energy services
and healthcare industries in North America.
Additionally, the Adviser advises six private equity funds (the “Bregal Private Equity Partners Funds”) with fund-of-
funds investment strategies.
The Adviser, together with Bregal Energy, Inc. (“Bregal Energy”), co-advises certain private equity funds focused on
the North American energy sector. Bregal Energy, formerly known as Good Energies, invested in growth stage
companies across the North American energy sector, including oil
and gas exploration and production, midstream,
transmission development, traditional and renewable power generation and related services. Bregal Energy, Inc. is
no longer making new investments.
The Adviser also advises, and may co-manage with other Bregal Investments advisory entities, certain clients that
are organized for the benefit of certain of its officers and employees to invest side-by-side with or through other
funds advised by the Adviser and which may, from time to time, make direct investments.
The Adviser expects to provide co-investment opportunities to certain investors or other persons, including, but not
limited to, limited partners or prospective limited partners. In connection therewith, the Adviser may sponsor and
manage investment vehicles on a transaction-by-transaction basis to allow certain investors or other persons to
invest alongside one or more private funds in specific portfolio companies and other assets of the private funds
(each such vehicle, a “Co-Investment Fund”). Co-Investment Funds are typically limited to investing in securities
relating to the transaction or transactions with respect to which they were organized. As a general matter, any co-
investment by a Co-Investment Fund in a portfolio company or other asset will be on terms and conditions not more
favorable than the terms and conditions of the investment by the applicable fund, and will generally not pay any
Management Fees or Carried Interest, as defined below. Adviser is not obligated to offer limited partners any
opportunity to invest in any Co-Investment Fund and the Adviser may select investors for Co-Investment Funds in
its sole discretion. Such Co-Investments typically involve investment and disposal of interests in the applicable
portfolio company at the same time and on the same terms as the relevant fund making the investment. However,
from time to time, for strategic and other reasons, a Co-Investment Fund or other Potential Co-Investor can purchase
a portion of an investment from one or more private funds after such private funds have consummated their
investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have
been initially funded through private fund investor capital contributions and/or use of a private fund credit facility.
Any such purchase from a private fund by a Co-Investment Fund or other Potential Co-Investor is typically previously
contemplated at the time the initial investment is made and generally occurs shortly after the private fund’s
completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be
well after the private fund’s initial purchase. Where appropriate, and in the Adviser’s sole discretion, but at all times
subject to the terms of the applicable Governing Agreements (as defined herein), the Adviser reserves the right to
charge interest on the purchase to the Co-Investment Fund or other Potential Co-Investor (or otherwise equitably
to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant private fund for
related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne
by the relevant private fund. See Item 6 for a discussion of factors that Adviser considers when determining to offer
Co-Investment opportunities.
As of December 31, 2023, the Adviser managed $25,847,352,343 in regulatory assets under management, all
managed on a non-discretionary basis. This amount is estimated based on the most recently available fund
valuations.
In addition to Bregal Sagemount Equity, Bregal Sagemount Debt, Bregal Partners, Bregal Private Equity Partners, and
Bregal Energy, the broader Bregal Investments group includes within its private equity platform European private
equity funds Bregal Unternehmerkapital, Bregal Milestone, and Bregal Capital. Bregal Unternehmerkapital makes
investments in the German-speaking region of Germany, Austria and Switzerland (also referred to as the German-
speaking D/A/CH region), and Northern Italy. Bregal Milestone generally focuses on non-control capital investments
in European growth companies. Bregal Capital manages European mid-market investments and is no longer making
new investments after the team raised its own independent fund outside the platform under the new brand EMK
Capital in which the Bregal group is a cornerstone investor in the first EMK Capital fund.
Previously, Bregal Investments operated as a family office. Currently, Bregal Sagemount Equity and Bregal
Sagemount Debt are the only fund families advised by the Firm that are offering investment advice to persons other
than COFRA-related entities and Family Investments (and Bregal Investments’ officers and employees or former
employees). Other strategies may be offered more broadly in the future.