Transom was formed in 2008 and has more than 15 years of experience in sourcing, underwriting
and managing private investments in the United States. The Advisor is the wholly-owned subsidiary
of Transom Capital Management, L.P., a Delaware limited partnership (“TCM”). The general partner
of TCM is Transom Capital Holdings, LLC, a Delaware limited liability company (“TCH”). The
owners of TCM and TCH are Kenneth B. Firtel and Russell W. Roenick (collectively, the “Managing
Partners”) acting through their family trusts. The Advisor provides investment advisory services to
private pooled investment funds (collectively, together with any future private investment fund to
which Transom or its affiliates provide investment advisory services, the “Funds” and, each, a
“Fund”). As of the date hereof, the Funds include:
• Transom Capital Fund II, LP and Transom Capital Fund II (Parallel), LP (collectively,
“Fund II”)
• Transom Capital Fund III, LP (“Fund III”)
• Transom Capital Fund IV, LP (“Fund IV”)
Transom also manages the following private pooled co-investment funds (collectively, the “Co-
Investment Funds” and together with the Funds, the “Clients”) to allow certain Limited Partners
and other persons to invest in certain portfolio investments made by the Funds:
• Transom Bravo Holdings, LLC (“Bravo Holdings”)
• Transom One Holdings, LLC (“One Holdings”)
• Transom Angeleno Critigen, LLC (“Critigen”)
The general partner of each Fund or Co-Investment Fund (collectively, the “General Partners”, and
each a “General Partner”) are considered to be affiliates of the Advisor for the purpose of this
Brochure and each is controlled by one or more of the Managing Partners. As of the date hereof,
the General Partners include:
• Transom Capital GP II, LLC
• Transom One GP, LLC
• Transom Capital GP III, LLC
• Transom Capital GP IV, LLC
The Clients are focused on control buyouts with small- and middle-market companies that
demonstrate the opportunity for operational improvement through the implementation of Transom’s
proprietary and scalable ARMORTM value creation process. The ARMORTM value creation process
is designed to assist Transom in the acquisition of companies that are “off the radar” of traditional
buyout firms; specifically, Transom invests in companies that are characterized as “undermanaged”,
ranging from slightly underperforming to heavily distressed, and companies that are subject to a
special situation sale dynamic.
Transom formulates the Clients’ investment objectives and facilitates the acquisition, management,
monitoring and disposition of the Clients’ investments. The Advisor provides investment advice
directly to the Clients and not individually to the Clients’ limited partners or other equity owners
(the “Limited Partners”, and each, a “Limited Partner”). Transom does not consider the
Limited
Partners’ individual investment objectives when managing the Clients. Transom manages the assets
of the Clients in accordance with the terms of the Clients’ private placement memoranda (if any)
and individual limited partnership agreements, subscription agreements and/or any other governing
documents applicable to the Clients (collectively, the “Governing Fund Documents”). The terms
governing each Fund are generally established at the time of the formation of such Client and may
only be amended, modified or waived in accordance with its Governing Fund Documents. Limited
Partners do not participate in the investment decisions made by the Clients and may only make
withdrawals from the Funds under very limited circumstances as permitted by the Governing Fund
Documents.
The General Partners may also create alternative investment vehicles (each an “AIV”) to facilitate
capital contributions by a Client or Limited Partners in potential investments. Any investment
expenses or indemnification or repayment obligations related to such investment are borne by the
applicable Client and the AIV in proportion to the capital committed by each to the investment. The
General Partners may also create investment vehicles (each, a “Feeder Fund”) to permit third party
investors to invest in the Funds, any Parallel Fund or AIV.
The General Partners may, in their sole and absolute discretion, offer to one or more persons,
including any Limited Partner, the opportunity to co-invest alongside the Funds in certain
investments. Co-investment opportunities may be made available through Co-Investment Funds or
as direct investments by the co-investors in the applicable investment opportunity. The General
Partners will allocate available investment opportunities among the Clients and other co-investors
in a fair and equitable manner, as determined by the General Partners in their sole discretion, subject
to any requirements in the applicable Governing Fund Documents.
Limited partnership (or other equity) interests in the Clients are not registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and the Clients are not registered under
the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”).
Accordingly, equity interests in the Clients are offered and sold exclusively to Limited Partners
satisfying the applicable eligibility and suitability requirements for private placement transactions
within the United States.
Transom does not participate in any wrap fee programs.
The fair value of each investment held by a Client is typically estimated by Transom on a quarterly
basis, or on such other periodic basis as may be required under the applicable Governing Fund
Documents. As of December 31, 2023, Transom managed $903,600,090 on a discretionary basis.
Transom does not manage assets on behalf of any Clients on a non-discretionary basis.