A. Firm Information and Ownership
Metropolitan, a Delaware limited liability company founded in 2008, is an alternative investment manager
with its principal place of business in New York City. Metropolitan is majority owned by PKL Holdings, LLC
as a direct owner of the Firm. Mr. Lisiak, the Firm’s founder and Managing Partner, is the controlling
stockholder and director of PKL Holdings, LLC. The Firm provides investment advisory services to its clients
as defined below.
B. Description of Advisory Services
Metropolitan’s core growth debt strategy is a direct lending strategy aiming to provide senior-secured,
transitional capital to US-based small and mid-sized businesses that generally have not had an institutional
investor. These lower-middle-market enterprises are typically going through a period of rapid growth and
require additional capital in order to achieve scale. Mr. Lisiak, together with the investment committee,
oversees the investment activities. The Firm aims to make short/medium-term loans to fundamentally
sound companies across several business sectors with a typical loan term of 12 to 36 months, with typical
deal size ranging from $5 million to $40 million.
Metropolitan provides discretionary advisory services to private pooled investment vehicles (“Fund(s)”).
From time to time, Metropolitan offers non-discretionary investment advisory services to co-investors
(“Co-Investor(s)”). The Funds and the Co-Investors are the Firm’s clients (“Clients”).
Funds
Metropolitan provides discretionary advisory services to Funds. Each Fund is managed by a general
partner affiliated with the Firm (the “General Partner(s)”), which has the authority to make investment
decisions on behalf of its respective Fund. The General Partners have delegated their management
responsibilities to Metropolitan, which also serves as the investment adviser to the Funds under the
Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the
“Advisers Act”) in accordance with guidance from the SEC’s staff. Each General Partner relies on
Metropolitan’s registration. This Brochure also describes the business practices of the General Partners,
which operate as a single advisory business together with the Firm, and, as such, references herein to
Metropolitan shall, as the context requires, include the applicable General Partners. For further
information regarding these entities, see Item 10.
Limited partnership interests in the Funds are offered to investors (“Fund Investor(s)”) on a private
placement basis in compliance with Regulation D under the Securities Act of 1933, as amended, and are
exempt from registration under Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as
amended, subject to certain conditions that are set forth in the governing documents for each Fund
(“Governing Documents”). Interests in the Funds are not registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”). Accordingly, interests in the Funds are offered and sold exclusively to
investors satisfying the applicable eligibility and suitability requirements either in private transactions
within the United States or in offshore jurisdictions. The Governing Documents, including the limited
partnership or operating agreement, subscription agreement, private placement memorandum and
investment advisory agreement, contain the material terms applicable to each Fund.
The Funds are structured as long-term investment vehicles with expiration terms provided in the
Governing Documents for each Fund, usually upon realization of the last underlying investment. The
Funds either Delaware limited partnerships or Cayman Islands-domiciled limited partnerships registered
with the Cayman Islands Monetary Authority.
The Firm does not tailor its advisory services to the individual needs of the Fund Investors, rather its
investment advice and authority for the Funds is tailored to the investment objectives of that Fund as set
forth in the applicable Governing Documents. The Firm does not
seek or require Fund Investor approval
regarding each investment decision.
Each Fund has an advisory council comprised of Fund Investors selected by the General Partner. The
purpose of the advisory council is to serve as a resource and allow Metropolitan to incorporate the
council’s input into Metropolitan’s decision-making process to help mitigate potential conflicts of interest
that may arise pertaining directly to their specific Fund. In some instances, the Governing Documents of
a Fund require that approval of that Fund’s advisory council be obtained in circumstances where a conflict
of interest has, or might have, arisen.
Metropolitan and/or its affiliates enter into side letters or similar agreements (“Side Letters”) with certain
Fund Investors that have the effect of establishing rights under, or altering or supplementing, the
Governing Documents in a manner more favorable to such Fund Investor than those applicable to other
Fund Investors. As a result of such Side Letters, certain Fund Investors receive additional benefits that
other Fund Investors will not receive, including, without limitation, some or all of the following: better
economic terms such as a reduced or otherwise more favorable management fee and/or Carried Interest
(as defined below); certain co-investment rights; information rights; excuse rights and transfer rights. Side
Letters may govern the terms of investments made by Fund Investors who serve on the advisory council
to the Funds. Side Letters are negotiated prior to the Fund Investor’s signing of the relevant subscription
documents. The other Fund Investors will have no recourse against the Funds, Metropolitan or any of its
affiliates in the event that certain Fund Investors receive additional or different rights or terms as a result
of such Side Letters.
The Firm will also sometimes enter into transactions with certain Fund Investors (including allowing them
to be Co-Investors). The terms of these transactions are negotiated on an arm’s-length basis. However,
the Firm is subject to a conflict of interest when determining such terms because it may benefit from
retaining the Fund Investor or providing them an incentive to invest in future funds.
Co-Investments
From time to time, Metropolitan may, in its sole discretion, offer one or more Fund Investors (other than
in their capacity as a limited partner), or a person other than a Fund Investor (e.g., strategic investors,
lenders, employees and expert advisors), with the opportunity to participate in co-investment or
“overflow” opportunities with the Fund in a portfolio company or provide financing to certain portfolio
companies, subject to such timing and other conditions as the Firm may in its sole discretion impose.
Typically, a co-investment opportunity is offered when Funds, due to the size or risk of an investment
opportunity, availability of sufficient liquidity (i.e., cash) or legal, tax or regulatory considerations, are
either prohibited from or unable to acquire the entire investment on their own, or it is not in the Funds’
best interest to acquire the entire investment on their own.
Once the Firm has offered a co-investment opportunity, some Co-Investor accounts will transact with the
borrower directly without granting Metropolitan any authority to set forth or amend the terms of the deal
on their behalf. In such a case, the Firm is not authorized, without prior consultation with the Co-Investor,
to make investment decisions concerning the Co-Investor account, i.e., to make purchases, sales or
otherwise effect transactions in the Co-Investor account.
Some co-investment opportunities are offered through co-investment vehicles which are controlled and
managed by the Firm. Co-Investors who invest through such vehicles give the Firm some discretion to
manage the investment opportunity once they have consented to participate in the overflow opportunity,
and the Firm is permitted to make certain amendments to the terms of the underlying deal without Co-
Investor consent.
The Firm treats certain Co-Investor accounts as Clients.