A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
Siltstone Capital, LLC (together with its fund general partners (unless otherwise specified), and
affiliates, “SC” or the “Firm”), a Texas limited liability company, is an energy-focused private equity
firm based in Houston, Texas with an additional administrative office in Parkersburg, West Virginia.
Siltstone Capital, LLC was founded in 2011 by Joshua Sanger and Robert Le, and through the years,
has partnered with additional individuals and created additional affiliated entities (including Siltstone
Resources, LLC in 2013) as they sought to refine their investment focus and enhance their technical
expertise.
SC historically has focused on niche investments in the energy industry, which includes acquiring
mineral and royalty interests, leasing oil and gas rights, and participating in drilling. These physical
assets are held through various affiliated corporate entities (including Siltstone Services, Siltstone
Resources, Silverhawk Resources and Golden Eagle Resources entities) (collectively, any such directly
or indirectly held assets as well as the corporate vehicles through which they are held, “portfolio
investments”) and services by either SC or an affiliate of SC, typically Siltstone Administration, LLC
(“Siltstone Administration”). Siltstone Administration provide services to portfolio investments, the
Funds, the Firm and their respective affiliates, including operator, non-operator, sourcing,
identification, due diligence, acquisition, holding, improvement and/or disposition of such portfolio
investments, operational, drilling and completion, construction, geological, environmental,
engineering and technical assistance, portfolio investment management and/or other customary
services in the upstream energy sector (collectively, “Administration Services”).
Beginning in 2020, the Firm initiated a litigation finance strategy primarily focused on the energy and
patent sectors, although the Litigation Funds (as defined below) preserved flexibility to engage in other
litigation matters.
SC serves as the investment adviser for, and provides discretionary investment advisory services to,
pooled investment vehicles all exempt from registration under the Investment Company Act of 1940,
as amended, and the rules and regulations promulgated thereunder (“Investment Company Act”)
including: Siltstone Capital Fund, LP (“Fund I”); Siltstone Capital Fund II, LP; Siltstone Capital Fund
II-C, LP. (together, “Fund II” and each a “Main Fund”); Siltstone Capital Litigation Fund, LP;
Siltstone Capital Litigation Fund II, LP; and SC Litigation SPV, LP (together, the “Litigation Funds”
and collectively with the Main Funds, the “Funds” unless the context otherwise requires). The Main
Funds rely on an exemption from registration under Section 3(c)(9) of the Investment Company Act
whereas the Litigation Funds rely on exemptions under Section 3(c)(1) and 3(c)(7) of the Investment
Company Act.
Each Fund is affiliated with the following general partners (each a “General Partner,” or collectively,
the “General Partners”) with authority to make investment decisions on behalf of the Funds: Siltstone
Capital GP, LLC; Siltstone Capital GP II, LP; Siltstone Capital GP II-C, LP; Siltstone Capital
Litigation GP, LP; and Siltstone Capital Litigation GP II, LP. These General Partners are deemed
registered under the Investment Advisers Act of 1940, as amended, and the rules and regulations
promulgated thereunder (“Advisers Act”), pursuant to SC’s registration in accordance with SEC
guidance. While the General Partners maintain ultimate authority over the respective Funds, SC has
been designated the role of investment adviser.
Principal Owners/Ownership Structure
SC is owned by Messrs. Sanger and Le through Siltstone Holdings, LLC. For more information about
SC’s owners and executive officers, see SC’s Form ADV Part 1, Schedule A and Schedule B.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing
in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
SC provides investment advisory services as a manager to its Funds. The Main Funds invest through
privately negotiated transactions in the energy industry, most notably, mineral and royalty interests,
leasing oil and gas rights, participating in drilling and generating midstream investment opportunities.
The Litigation Funds invest in privately negotiated interests in the outcome of certain litigation
matters.
SC’s investment advisory services to the Funds consist of identifying and evaluating investment
opportunities, negotiating the terms of investments, managing and monitoring investments and
achieving dispositions of such investments. Investments for the Main Funds are made predominantly
in the energy sector which can include physical assets or rights, such as mineral and royalty interests,
leasing oil and gas rights. Investments for the Litigation Funds are also focused on litigation claims in
the energy sector but also in other business litigation matters.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
The Firm’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund; SC does not tailor its advisory services to the individual needs of investors in its Funds.
Each Fund’s investment objectives are described, as applicable, in the private placement
memorandum, limited partnership agreement, subscription agreement, investment management
agreements, side letter agreements and other governing documents of the relevant Fund (collectively,
“Governing Documents”). The Firm does not seek or require investor approval regarding each
investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letter agreements. Investors in the Funds participate in the overall
investment program for the applicable Fund and generally cannot be excused from a particular
investment except pursuant to the terms of the applicable Governing Documents. SC has entered into
side letters or similar agreements with certain investors including those who make substantial
commitments of capital or were early-stage investors in the Funds, or for other reasons in the sole
discretion of SC in each case that have the effect of establishing rights under, or altering or
supplementing, a Fund’s Governing Documents. Examples of side letter rights include certain fee
arrangements, notification provisions, reporting requirements and “most favored nations” provisions,
among others. Side letters are negotiated at the time of the relevant investor’s capital commitment,
and once invested in a Fund, investors generally cannot impose additional investment guidelines or
restrictions on such Fund.
D. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and how you
manage other accounts, and (2) explain that you receive a portion of the wrap fee for your
services.
SC does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-discretionary basis.
Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, SC managed approximately $297,110,111 in Fund regulatory assets, all
managed on a discretionary basis.