General Description of Advisory Firm
FitzWalter Capital (US) LLC (the “Firm”) was formed in 2020, as part of the FitzWalter group
(“FitzWalter” or the “Group”), which includes entities described in Item 4, and serves as a sub-advisor to
its sole member and principal owner, FitzWalter Capital Limited (the “UK Manager”). The UK Manager
is owned by FitzWalter Capital Partners HoldCo Limited (“FitzWalter HoldCo”), which is majority owned
by Ben Brazil.
FitzWalter Capital Partners GP Limited (the “General Partner”), in its capacity as the general partner of a
pooled investment vehicle, FitzWalter Capital Partners I, LP (the “Fund”) and any other vehicles as may
be organized to co-invest alongside the Fund (“Co-investment Entities”) together with the Fund, has
appointed the UK Manager to act as the alternative investment fund manager of the Fund.
FitzWalter Capital Partners GP II Limited (the “General Partner II”), in its capacity as the general partner
of a pooled investment vehicle, FitzWalter Capital Partners II, LP (“Fund II”) and any other vehicles as
may be organized to co-invest alongside Fund II (“Fund II Co-investment Entities”) together with Fund II,
has appointed the UK Manager to act as the alternative investment fund manager of Fund II.
The Fund, Fund II, the Co-investment Entities and the Fund II Co-investment Entities are collectively
referred to as (the “Clients” or the “Funds”). References in this document to the Fund or General Partner,
unless otherwise specified, refer to all of the individual Funds and their respective General Partner.
General Description of FitzWalter
FitzWalter has a flexible investment mandate and focuses on investing in control oriented special situations,
targeting attractive returns (particularly on a risk adjusted basis) through investments in high-quality
businesses and assets at advantaged entry prices, that include:
Situations of financial stress
- FitzWalter seeks to invest in distressed credit assets for the purpose of resolution, in particular
‘fulcrum’ instruments in a capital structure which offers de facto equity upside participation.
- FitzWalter seeks to make new money investments to support the restructuring of governance,
capital structures, incentives, and alignment.
Examples of investments in situations of financial stress may include:
- ‘Loan-to-own’: FitzWalter will seek to acquire loans and other credit assets for the purposes of
acquiring economic ownership of the underpinning collateral and prosecuting requisite
restructuring in order to own, and ultimately exit a resolved, stabilized, and developed business or
asset.
- ‘New money’: The investment by FitzWalter of newly contributed equity capital to facilitate a
restructuring. In these situations, existing investors may wish to continue to maintain an exposure
(rather than sell) but the capital structure needs new capital to support governance, liquidity, and
operational requirements.
Operating platforms
- The opportunity FitzWalter sees is to combine high-quality assets and / or operating businesses
with the appropriate management teams and incentive structures to create an operating platform
that can be scaled with a view to selling for more than the sum of its parts. In this process,
FitzWalter’s operational value-add (in addition to the provision of capital) would be derived from
the ‘sweat equity’ required to source and prosecute the initial investments, bolster management
teams and craft the right governance structures. Alternatively, the opportunity to scale growth in
an existing, albeit nascent, platform through the provision of capital may present a compelling
opportunity.
- FitzWalter expects to pursue the operating platform limb of the strategy opportunistically
and may
source opportunities to build or grow platforms via alternative special situations, which might
include carve-outs or accretive acquisitive roll-ups, among others. FitzWalter intends to focus on
building platforms that include renewables, infrastructure, aircraft, and other hard assets.
Stakebuilding
- In furtherance of the above strategies, FitzWalter intends to build public stakes in equity or credit
markets.
In pursuing these strategies, FitzWalter aims to capture:
- Asymmetry between largely uncapped upside potential and the materially bounded downside risk
that results from a focus on ‘fulcrum’ credit assets; and
- Full compensation for the time, skills and effort it will apply in the resolution of relevant financial
distress, the creation of platforms, and the prosecution of restructuring, development, and exit of
investments.
Please refer to the Offering Memorandum for more details.
Description of Advisory Services
The Firm provides investment advisory services to the UK Manager, which in turn provides investment
management services to the General Partners, in respect of the Clients as discussed in more detail below:
A. Investment Sourcing
The Firm provides origination services regarding relevant assets and businesses in the target jurisdictions
of the General Partner’s distressed credit markets strategy. The Firm focuses primarily on origination and
evaluation of assets in the USA, but its scope of services is not limited to this jurisdiction. The Firm may
source investments from a network across management teams, restructuring advisors, commercial banks,
investment banks, trading desks, direct lenders, private equity firms and other distressed debt investors.
B. Investment Evaluation and Recommendation of Investment
The Firm provides analysis and evaluation services, including due diligence of investment opportunities.
Such due diligence may include company or asset-level analysis, industry analysis, capital structure
analysis, legal analysis and assessment of management and corporate governance quality.
The Firm may also make use of materials provided by the target, work directly with industry participants
and experts that the Firm has existing relationships with or has sourced through external networks and/or
commission commercial, financial, legal and other reports from third party advisors. The Firm will bring
the opportunity to the UK Manager and the UK Manager’s Investment Committee for approval.
The UK Manager has delegated the portfolio management function to the Investment Committee, which
has the authority to sign off on new investments and material investment decisions.
C. Negotiating and Executing Investments
Should any investment recommendation be accepted by the Investment Committee, the resources of the
Firm or the UK Manager can be deployed to facilitate the purchase or divestment, and manage the
transaction, including, but not limited to, investments that involve substantial restructuring negotiations.
D. Portfolio Monitoring
Once an asset has been acquired for the Fund’s portfolio, the Firm will assist in the oversight of the portfolio
monitoring, including, but not limited to, regular dialogue with portfolio company management, detailed
review of management reporting and company events, monitoring of industry developments and periodic
re-underwriting of existing investments.
Assets Under Management
FitzWalter’s regulatory assets under management are approximately US$2,519m as at 31 December 2023,
of which US$1,525m relates to the Fund and its Co-investment Entities, and US$994m relates to Fund II
and its Co-investment Entities in respect its initial closing, and all of which is managed on a discretionary
basis.