General
Stone Point Credit Adviser LLC (“Stone Point Credit” or the “Firm”) is a Delaware limited liability company
and a registered investment adviser, with its principal office located in Greenwich, Connecticut. The Firm
also maintains office space in New York, New York and West Palm Beach, Florida. The Firm provides
investment advisory services directly and through certain affiliated entities (the “Advisory Affiliates”) to
private pooled investment vehicles (the “Credit Funds”) and to certain co-investment vehicles established in
connection with and invested alongside the Credit Funds (the “Co-Investment Funds”). The Credit Funds
include funds that primarily pursue credit opportunity strategies (the “Opportunities Funds”) and an
evergreen, open-end private pooled investment vehicle that primarily pursues investments in liquid credit
(the “Liquid Credit Fund”). In addition, Stone Point Credit manages Stone Point Credit Corporation (“Stone
Point BDC”), a Delaware corporation that has elected to be regulated as a business development company
(a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Stone Point Credit was established in 2020. Stone Point Credit and Stone Point Capital LLC (“Stone Point
Capital” and collectively with Stone Point Credit, “Stone Point”), a Delaware limited liability company and
an affiliate of Stone Point Credit, are principally, either directly or indirectly, controlled by SPC Field
Partners LLC (“SPC Field”), which is owned by Charles A. Davis, Stephen Friedman, James D. Carey, David J.
Wermuth and Nicolas D. Zerbib, each a member of the Investment Committee of Stone Point Capital. James
D. Carey, David J. Wermuth, Nicolas D. Zerbib, Scott J. Bronner and Eric L. Rosenzweig are members of the
Investment Committee of Stone Point Credit. Messrs. Davis and Friedman are observers on the Stone Point
Credit Investment Committee. Stone Point Capital manages and advises funds that primarily pursue private
equity strategies (the “Trident Funds”). Stone Point Capital was established in 2005. Prior to the formation
of Stone Point Capital, certain managing directors of Stone Point Capital worked together at MMC Capital,
Inc., an investment adviser owned by Marsh & McLennan Companies, Inc. Stone Point Capital acquired
substantially all of the assets, and hired substantially all of the employees, of MMC Capital, Inc. on May 31,
2005.
The Firm and/or its affiliates also form, sponsor, manage or advise other private funds and vehicles
established for third-party institutional investors (“Other Sponsored Funds”; together with the Credit Funds,
Co-Investment Funds, Stone Point BDC and the Liquid Credit Fund, the “Funds”) or provides investment
advice to other accounts or clients (“Other Clients”; together with the Funds, the “Clients”). Certain
affiliates of the Firm serve as general partners (or equivalent) of the Funds (each a “General Partner” and
collectively, the “General Partners”).
This Brochure focuses on the business of Stone Point Credit and the Funds and Clients formed, sponsored,
managed or advised, directly or indirectly, by Stone Point Credit. For purposes of clarity, the “Funds”,
“Other Sponsored Funds”, “Co-Investment Funds”, “Institutional Funds”, and “Clients” referred to
hereinafter shall refer to such Funds, Other Sponsored Funds, Co-Investment Funds, Institutional Funds,
and Clients that are formed, sponsored, managed or advised, directly or indirectly, by Stone Point Credit
rather than Stone Point Capital. The Clients that are formed, sponsored, managed or advised, directly or
indirectly, by Stone Point Capital are hereinafter referred to as the “Stone Point Capital Funds”. For more
information about Stone Point Capital and its Clients, please refer to Stone Point Capital’s brochure.
Structure
The Firm serves as investment manager of the Funds and Other Clients based on the investment objectives,
policies and restrictions contained in the investment management agreement, limited partnership
agreement or similar constitutional documents of each Fund and Other Client as well as any side letters or
similar agreements entered into between certain Stone Point Credit investors and the applicable Funds or
Other Clients and, in the case of Stone Point BDC, registration filings and periodic reports filed with the U.S.
Securities and Exchange Commission (the “SEC”) (collectively, “Governing Agreements”).
Funds established primarily for investors not affiliated with the Firm (other than Other Sponsored Funds)
are referred to as the “Institutional Funds” in this Brochure, and Funds established to allow employees and
consultants of the Firm and certain other individuals to invest in, or co-invest with, the Institutional Funds
are referred to as the “Affiliated Funds” in this Brochure. Affiliated Funds may include investors who are
not “affiliates” as such term is defined by the Investment Advisers Act of 1940, as amended (the “Advisers
Act”). Each Opportunities Fund that is an Institutional Fund typically co-invests in, and divests of, each
investment made by such Institutional Fund in parallel with one or more other Funds, including the
Affiliated Funds (each such group, a “Fund Group”). The co-investment arrangement among the members
of each Fund Group is generally established pursuant to the Governing Agreements of the applicable Funds
in connection with the formation of the Funds in such Fund Group.
Other Sponsored Funds are established for third-party institutional investors and pursue customized
investment objectives, policies and restrictions as set forth in the applicable Governing Agreements of the
applicable Other Sponsored Fund.
All Funds that are otherwise required to be registered as investment companies under the Investment
Company Act are exempt from such registration pursuant to Section 3(c)(1) and/or Section 3(c)(7) of the
Investment Company Act. Interests in the Institutional Funds are only offered to investors that are (a)
“accredited investors,” as defined in Regulation D of the U.S. Securities
Act of 1933, as amended (the
“Securities Act”), and (b) “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company
Act. Interests in the Affiliated Funds are generally offered to investors that are accredited investors and
qualified purchasers or knowledgeable employees of the Firm who meet the sophistication standard.
Advisory Services
The Firm’s services include investigating, analyzing, structuring and negotiating potential investments on
behalf of the Clients, managing and monitoring the performance of the investments of the Clients and
advising the Clients as to disposition opportunities.
The Opportunities Funds and certain Other Sponsored Funds and Other Clients primarily pursue credit or
credit-like investments ranging from senior debt to structured equity investments, each in accordance with
the investment guidelines established for the applicable Funds and Other Clients. The Funds and Other
Clients pursue investments in the financial services, business services, software and technology, and
healthcare services sectors predominantly in the North American and European markets.
Stone Point BDC and certain Other Sponsored Funds and Other Clients seek to generate current income
and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-
adjusted returns. Stone Point BDC seeks to invest primarily in senior secured or unsecured loans and, to a
lesser extent, subordinated loans, mezzanine loans and equity-related securities including warrants,
preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio
company’s common equity.
The Liquid Credit Fund and certain Other Sponsored Funds and Other Clients primarily invest in liquid credit
instruments, including senior secured loans and, to a lesser extent, high yield bonds on an opportunistic
basis.
Clients may also invest in derivative financial instruments from time to time and utilize leverage in
connection with their investment strategies, subject to certain limitations. Investments in portfolio
companies can be made directly or indirectly by investing through one or more partnerships or other
entities or by causing certain investors to invest through one or more affiliated partnerships or other
entities. The investment guidelines of each Client are memorialized in the applicable Governing
Agreements. As discussed more fully in Item 7, the Firm is permitted to, and currently does, provide
investment advice to certain Other Clients other than the Funds (excluding investment vehicles wholly
owned by the Funds).
Refer to Item 10 regarding the Affiliated Capital Markets Entities.
Persons reviewing this Form ADV Part 2A should not construe this as an offering of any of the Funds
described herein.
Investment Restrictions
The terms upon which the Firm serves as investment manager or advisor of a Client are established at the
time each Client relationship is established and are generally set out in the Governing Agreements entered
into by the Firm. The Firm will tailor its advisory services to the specific investment objectives and
strategies of a specific Client. These terms, which vary among each Client, could limit the investments the
Firm can invest on behalf of the relevant Client based on security classes, concentration limits, leverage
limits and/or other criteria.
As a BDC, Stone Point BDC must also adhere to specific criteria set forth in the Investment Company Act,
including leverage limits and the requirement to invest at least 70% of its assets in “qualifying assets.” It
should be noted that the Firm does not tailor its advisory services to the individual investment objectives
and strategies of investors of the Funds.
The rights, duties and obligations of investors in the Funds are set out, and the treatment of the investors in
the Funds is described, in the Funds’ Governing Agreements. In that connection, the General Partner,
sponsor or Adviser of each Fund will, from time to time, enter into separate agreements, commonly
referred to as “side letters,” or other similar agreements with a particular investor in connection with its
admission to the Fund (“Side Letters”) without the approval of any other investor, which will have the effect
of establishing rights under or supplementing the terms of the applicable Fund’s Governing Agreement
with respect to such investor in a manner more favorable to such investor than those applicable to other
investors. Such rights or terms in any such Side Letter or other similar agreement often include, without
limitation, (i) reporting obligations of the Fund, (ii) transfers to affiliates, (iii) co-investment opportunities,
(iv) confidentiality / publicity restrictions, (v) withdrawal events, (vi) consent rights to certain amendments
to the applicable Fund’s Governing Agreement, (vii) indemnification arrangements, (viii) economic
arrangements (including alternative fee or other compensation arrangements), and/or (ix) opting out of
particular investments. If a Side Letter is entered into entitling an investor in a Fund to opt out of a
particular investment or withdraw from such Fund, any election to opt out or withdraw by such investor
will generally increase each other investor’s pro rata interest in that particular investment (in the case of an
opt-out) or all future investments (in the case of a withdrawal), which could have an adverse effect on such
investor’s investment results. The investors in the Funds will have no recourse against the Funds or any of
their respective affiliates if certain other investors receive additional or different rights or terms as a result
of such Side Letters. Most of the investors who have entered into a Side Letter have the benefits of a “most
favored nation” provision and are given the opportunity to elect the rights and terms in any Side Letter or
other similar agreement of other similarly situated investors that are applicable to such investors.
Management of Client Assets
As of December 31, 2023, Stone Point Credit managed approximately $6.1 billion of Client assets, of which
approximately $6.0 billion is on a discretionary basis and approximately $0.1 billion is on a non-
discretionary basis.