Paceline Equity Partners, LLC (together with its fund general partners (unless otherwise specified),
“Paceline” or the “Firm”), a Delaware limited liability company, is a Dallas-based private equity
manager. Founded in 2018, Paceline focuses on making value-oriented and special situations
investments across real assets, corporate debt and private equity markets in all market environments.
Paceline serves as the investment adviser for, and provides discretionary investment advisory services
to, the following private funds: Paceline Equity Partners Opportunity Fund I, L.P. and Paceline
Equity Partners Opportunity Fund I (Cayman), L.P. (together “Fund I”) and Paceline Equity Partners
Opportunity Fund II, L.P. and Paceline Equity Partners Opportunity Fund II (Cayman), L.P. (together
“Fund “II”) and to co-investment special purpose funds established to invest alongside a fund in a
single portfolio company (the “Co-Investment Funds” and together with Fund I and Fund II, the
“Funds” unless the context otherwise requires). In addition, in certain circumstances, as more fully
described in Item 7 below, the Firm also permits certain investors and third parties to co-invest
alongside a Fund directly into a portfolio company. Unlike the Co-Investment Funds mentioned
above, such direct co-investments are not considered Funds or clients of Paceline.
Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment
decisions on behalf of the Funds. 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 Paceline’s registration in accordance with SEC guidance. The applicable General
Partner of each Fund retains investment discretion and investors in the Funds do not participate in
the control or management of the Funds. While the General Partners maintain ultimate authority
over the respective Funds, Paceline has been designated the role of investment adviser. For more
information about the Funds and General Partners, please see Paceline’s Form ADV Part 1, Schedule
D, Section 7.A. and Section 7.B.(1). Paceline has also formed a subsidiary entity, Paceline Specialty
Lending Group LLC, to act as the administrative agent on loans which it originates on behalf of the
Funds.
Paceline provides investment advisory services as a private equity fund manager to its Funds. The
Funds invest in distressed investments in corporate credit, real assets and private equity asset classes.
Paceline’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 are made predominantly in non-public
companies, although investments in public companies are permitted in certain instances.
Paceline also provides asset management services to a real estate investment which is not a security
and for which Paceline does not provide investment advisory services. The investment is therefore
not included
in Paceline’s Form ADV and is excluded from Paceline’s assets under management.
Paceline’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund; Paceline does not tailor its advisory services to the individual needs of investors in its
Funds. The Funds’ investment objectives are described in and governed by, as applicable, the private
placement memorandum, limited partnership agreement, subscription agreements, investment
advisory agreements, side letter agreements and other governing documents of the relevant Fund
(collectively, as amended, “Governing Documents”) and investors determine the suitability of an
investment in a Fund based on, among other things, the Governing Documents. The Firm does not
seek nor 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. In accordance with
industry common practice, Paceline has entered into side letters 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 Paceline, in each case that have the effect of establishing rights under,
or altering or supplementing, a Fund’s Governing Documents. Examples of side letters entered into
include provisions whereby investors have expressed an interest in participating in co-investment
opportunities, certain fee arrangements, LP Advisory Committee participation, notification
provisions, reporting requirements and “most favored nations” provisions, among others. These
rights, benefits or privileges are not always made available to all investors, consistent with the
Governing Documents and general market practice. Commencing no later than March 2025, Paceline
will make required disclosure of certain side letters to all investors (and in certain cases, to prospective
investors) in accordance with the new Private Fund Rule. 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. There can be no assurance that
the side letter rights granted to one or more investors will not in certain cases disadvantage other
investors.
Paceline does not participate in wrap fee programs.
Principal Owners
Paceline is indirectly owned by Sam Loughlin and Leigh Sansone. For more information about
Paceline’s owners and executive officers, see Paceline’s Form ADV Part 1, Schedule A and Schedule
B.
Regulatory Assets Under Management
As of December 31 31, 2023, Paceline managed approximately $1.674 billion in Fund regulatory assets,
all managed on a discretionary basis.