The Adviser, a Delaware limited liability company, based in New Orleans, Louisiana, together
(where the context permits) with its affiliated general partners of the Funds (as defined below) and
other affiliates that provide advisory services to and/or receive advisory fees from the Funds. Such
affiliates are currently and would typically be under common control with Black Bay Energy
Capital, LLC and possess substantially similar personnel and/or equity owners with Black Bay
Energy Capital, LLC. These affiliates have been and may in the future be formed for tax, regulatory
or other purposes in connection with the organization of the Funds (as defined below). One or
more of these affiliates currently serve as the general partner of the Funds.
The Adviser provides investment supervisory services to pooled investment vehicles (the “Fund”,
or collectively the “Funds” or “Clients”) that are excluded from status as an “investment company”
under the Investment Company Act of 1940, as amended (the “1940 Act”) in reliance upon the
exclusions from the definition of investment company provided by Section 3(c)(1) of thereof and
whose securities are not registered under the Securities Act of 1933, as amended (the “Securities
Act”). Each Fund’s securities will be offered and sold under the exemptions provided by Rule
506(b) of Regulation D promulgated thereunder and other exemptions of similar import under the
laws of the United States and other jurisdictions where any offering will be made.
The Funds make primarily long-term private equity and equity-related investments
(“Investments”) to seek to generate superior risk-adjusted returns through investing in small-cap
companies providing products, services, and technologies to the oil & gas industry and chemical
industry(or “oilfield services and chemicals”). The Adviser’s advisory services consist of
investigating, identifying and evaluating investment opportunities, structuring, negotiating and
making Investments on behalf of the Funds, managing and monitoring the performance of such
Investments and disposing of such Investments. The Adviser serves as the investment adviser to
the Funds in order to provide such services.
The Adviser provides investment supervisory services to each Fund in accordance with the limited
partnership
agreement (or analogous governing document) of such Fund or separate investment
and advisory, investment management or portfolio management agreements (each, an “Advisory
Agreement”).
Investment advice is provided directly to the Funds, subject to the discretion and control of the
applicable general partner, and not individually to the investors in the Funds. Services are provided
to the Funds in accordance with the Advisory Agreements with the Funds and/or governing
documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally
established in the governing or offering documents of the applicable Fund, Advisory Agreements
and/or side letter agreements negotiated with investors in the applicable Fund (the governing and
offering documents, Advisory Agreements and side letters referred to herein as a Fund’s “Fund
Documents”).
Additionally, from time to time and as permitted by the relevant Fund Documents, the Adviser in
its sole discretion, may (but is not obligated to) offer co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain investors or other persons, including
other sponsors, market participants, finders, consultants and other service providers, the Adviser’s
personnel and/or certain other persons associated with the Adviser and/or its affiliates. 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 Fund making the investment. However,
from time to time, for strategic and other reasons, a co-investor or co-invest vehicle may purchase
a portion of an investment from one or more Funds after such Funds have consummated their
investment in the portfolio company (also known as a post-closing sell-down or transfer).
However, to the extent such amounts are not so charged or reimbursed, they generally will be
borne by the relevant Fund.
The Adviser does not participate in wrap fee programs.
Black Bay Energy Capital, LLC was formed in 2015 and is wholly owned by BBEC Holdco GP,
LLC, which is in turn wholly owned by Michael LeBourgeios (“Principal"). The Adviser manages
approximately $500 million of client assets as of September 30, 2023, all of which is managed on
a discretionary basis.