ADVISORY BUSINESS
A.General Description of Advisory Firm.
RevolverCap Management, L.P., a Delaware limited partnership (“RevolverCap
Management”), is an investment adviser with its principal place of business in Teaneck,
NJ. RevolverCap Management was formed on September 28, 2017. RevolverCap
Management II, L.P., a Delaware limited partnership (“RevolverCap Management II”),
is a relying adviser of RevolverCap Management. RevolverCap Management and
RevolverCap Management II are collectively referred to herein as “RevolverCap.”
The sole principal owner of RevolverCap Management and the sole principal owner of
RevolverCap Management II is Israel Wallach, Managing Partner of RevolverCap
Management.
B.Description of Advisory Services.
RevolverCap provides investment advisory services to two private investment
partnerships, RevolverCap Partners Fund, L.P. and RevolverCap Partners Fund II, L.P.,
both Delaware limited partnerships (each, a “Fund” and collectively, the “Funds”).
RevolverCap may also establish separate parallel investment vehicles for certain U.S. and
non-U.S. investors that invest alongside the Funds in substantially all of each Fund’s
investments (each, a “Parallel Fund”). The terms of any Parallel Funds are expected to be
substantially similar to the terms of the Funds, except for any differences to accommodate
tax, regulatory or other considerations of the investors of such investment vehicles.
RevolverCap may also establish co-investment vehicles for certain strategic investors of
each Fund that desire additional exposure to each Fund’s investments (each such pooled
investment vehicle, a “Co-Investment Vehicle”). Unless the context otherwise requires,
references herein to the “Funds” include such additional investment vehicles. Co-
Investment Vehicles are expected to invest alongside the Funds from time to time in certain
investments, but the terms of any such Co-Investment Vehicles will be negotiated with the
investors of such investment vehicles and may be different from the terms of the Funds.
One or more affiliates of RevolverCap serves as general partner of the Funds (each, a
“General Partner” and collectively, the “General Partners”) and are expected to serve
as general partner of each Fund’s Parallel Funds and certain Co-Investment Vehicles.
Subject to the discretion and control of the General Partners, RevolverCap provides
discretionary investment advisory services pursuant to investment management
agreements
with the Funds and such Co-Investment Vehicles. RevolverCap provides
investment advice to the Funds in accordance with their respective investment objective
and strategy set forth in the governing documents of each Fund.
The Funds make investments in revolving credit facilities (each, a “Revolver”) acquired
in the secondary market. For more information on the investments and corresponding risks
that RevolverCap uses when implementing its investment strategies, see Item 8, “Methods
of Analysis, Investment Strategies and Risk of Loss.”
C.Availability of Customized Services for Individual Clients.
The General Partners may from time to time enter into side letter agreements with certain
investors in the Funds, establishing rights under, or supplementing or altering the terms of,
the governing documents of the Funds with respect to such investors in a manner more
favorable to such investors than those applicable to other investors. Such rights or terms
in any such side letter or other similar agreement may include, without limitation: (i) excuse
rights applicable to particular investments (which may increase the percentage interest of
other investors in, and contribution obligations of other investors with respect to, such
investments); (ii) reporting obligations of the General Partners; (iii) waiver of certain
confidentiality obligations; (iv) consent of the General Partners to certain transfers by such
investor; or other exercises by the General Partners of their discretionary authority under
the applicable partnership agreement for the benefit of such investor; (v) withdrawal rights
due to legal, regulatory or policy matters; (vi) other rights or terms necessary in light of
particular legal, tax, regulatory or public policy characteristics of an investor; (vii) a
reduction in the Management Fee (as defined below) or carried interest payable to the
General Partners or their affiliates; or (viii) additional obligations, and restrictions on the
Funds with respect to the structuring of any investment. Each General Partner generally
will not enter into side letters that have the effect of disadvantaging other investors in the
Fund.
D.Wrap Fee Programs.
RevolverCap does not participate in wrap fee programs.
E.Assets Under Management.
As of December 31, 2023, RevolverCap had $854,390,324 of assets under management.
RevolverCap does not manage client accounts on a non-discretionary basis.