Background
OFS CLO Management is a Delaware series limited liability company that was organized on
December 15, 2016, and began providing investment advisory services to clients on June 19, 2017.
OFS Funding I, LLC is the managing member of OFS CLO Management, and Orchard First
Source Asset Management, LLC (“OFSAM”), a subsidiary of Orchard First Source Asset
Management Holdings, LLC (“OFSAM Holdings”) is the sole member and manager of OFS
Funding I, LLC. The principal owner of OFSAM Holdings is OI3, LLC, the owner of which is
The OI3 2019 Trust through its interest in Orchard Investments, LLC and Orchard Investments II,
LLC; Richard Ressler is a Trustee of The OI3 2019 Trust. OFSAM also owns OFS Capital
Management, LLC (“OFS Capital Management”) and OFS CLO Management II, LLC (“OFS
CLO Management II”), both affiliated SEC-registered investment advisers. OFS CLO
Management, OFS CLO Management II and OFS Capital Management (collectively, “OFS
Advisors”) share management, investment and other professionals, advise clients (“OFS Clients”)
who invest in similar investments, have overlapping investment committees, and are subject to a
common compliance program and share a common Chief Compliance Officer (“CCO”). OFS
Capital Management and OFS CLO Management II have filed their own Forms ADV and have
their own brochures. References to OFS Capital Management and OFS CLO Management II
within this Brochure are included to describe conflicts of interest related to them and policies and
procedures they jointly adopted with OFS CLO Management. OFS CLO Management does not
have any exclusive employees. Each of OFS CLO Management and OFS CLO Management II is
a party to a Staff and Services Agreement (each a “Services Agreement”) with its affiliate,
Orchard First Source Capital, Inc. (“OFSC”), a Delaware corporation and wholly owned
subsidiary (and the manager) of OFSAM. Under the Services Agreement with OFS CLO
Management:
OFS CLO Management and OFSC jointly employ most of the personnel, including
investment professionals, who provide services to OFS CLO Management; and
OFSC provides back- and middle-office, legal/compliance/risk analysis, credit analysis,
execution and documentation, marketing, reporting and other administrative services to
OFS CLO Management.
Other persons who provide services to OFS CLO Management, including its CCO, are employees of:
(a) CIM Group, LP (“CIM Group”) and its affiliates, those of which also provide services to its SEC-
registered investment adviser affiliates including CIM Capital, LLC (“CIM Capital”), CIM Capital’s
relying advisers, CIM Capital IC Management, LLC (“IC Management”) and CIM Capital SA
Management, LLC (“SA Management”), which advise debt infrastructure and real estate funds; and
(b) Orchard Capital Corp. (“OCC”), a California corporation controlled by Mr. Ressler that provides
consulting and advisory services to companies in which Mr. Ressler invests. All the foregoing services
are provided through a shared services agreement among OFSC, CIM Group and OCC. The same
professionals who service OFS CLO Management similarly service OFS Capital Management and OFS
CLO Management II through: (i) the shared services agreement; and (ii) the Services Agreements.
The CLOs
OFS CLO Management primarily serves as an investment adviser and collateral manager to OFSI
BSL Fund VIII, Ltd. (“Fund VIII”), OFSI BSL IX, Ltd. (“Fund IX”), OFSI BSL Fund X, Ltd.
(“Fund X”) and OFSI BSL CLO XI, Ltd. (“Fund XI”), each of which is a pooled investment vehicle
that is a collateralized loan obligation fund (a “CLO”). Further, OFS CLO Management currently holds
“risk retention” interests in the form of collateralized loan obligation securities in Fund VIII
and Fund
IX, as previously required by Section 15G of the Securities Exchange Act of 1934, as amended, by
Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “U.S. Risk
Retention Rules”). For purposes of this Brochure, the term CLO (and CLOs) shall be deemed to
include Fund VIII, Fund IX, Fund X and Fund XI. OFS CLO Management refers to each of Fund
VIII, Fund IX, Fund X, Fund XI, together with future CLOs that are advisory clients, as each a
“Client” and collectively as “Clients.”
The Clients are exempted companies incorporated with limited liability under the laws of the Cayman
Islands. All of the ordinary shares of the Clients are held by a licensed trust company incorporated in
the Cayman Islands, under the terms of a declaration of trust for the benefit of one or more charitable
organizations located in the Cayman Islands. The Clients issue various classes of notes (collectively,
the “CLO Notes”), a portion of which is held by OFS CLO Management. In addition, OFS CLO
Management holds “risk retention” interests in Fund VIII and Fund IX, to the extent formerly required
under the U.S. Risk Retention Rules.
OFS CLO Management was primarily formed to facilitate compliance with the U.S. Risk Retention
Rules. However, as of April 5, 2018, OFS CLO Management, as a collateral manager to CLOs, is no
longer subject to the U.S. Risk Retention Rules following the order by the District Court for the
District of Columbia (“District Court”), which implemented the February 9, 2018 ruling by the
United States Court of Appeals for the District Court, thereby vacating the U.S. Risk Retention Rules.
OFS CLO Management may facilitate compliance with similar risk retention rules that are in place in
the European Union by acting as an originator for the purposes of the EU Capital Requirements
Directive (No. 2013/36/EU) (“E.U. Risk Retention Rules”). OFS CLO Management acts as the
sponsor of the CLOs for which it acts as collateral manager.
Advisory Services
OFS CLO Management provides investment management, advisory and certain administrative and
other related services to CLOs. OFS CLO Management provides investment advisory services that
include sourcing and/or originating potential investments, conducting research and due diligence on
potential investments and equity sponsors, analyzing investment opportunities, holding risk retention
interests and monitoring investments and portfolio companies.
OFS CLO Management focuses primarily on investments in broadly syndicated U.S. loans and, to a
lesser extent, publicly traded corporate bonds; however, OFS CLO Management may provide
investment advice to Clients regarding a variety of investments, including other types of debt and
equity as well as broadly syndicated loans in non-U.S. (i.e., Canada and European) jurisdictions.
Investment Advisory Relationship with Clients
The advisory relationship between each Client and OFS CLO Management is governed by a written
collateral management agreement between the relevant Client and OFS CLO Management (each, a
“CLO Management Agreement”, and, collectively, the “CLO Management Agreements”). Each
Client’s portfolio is comprised predominantly of senior secured syndicated loans made to public and
private U.S. companies. Clients are subject to investment restrictions under the terms of their
respective note indentures (individually, a “CLO Indenture”, and, collectively, the “CLO
Indentures”).
Management of Client Assets
As of December 31, 2023, OFS CLO Management had approximately $1,155,999,167 in
regulatory assets under management on a discretionary basis. OFS CLO Management does not
have any assets under regulatory management on a non-discretionary basis.