BasePoint Advisors LLC (“BPA,” the “Adviser,” “us” or “we”), a Delaware limited
liability company founded in 2021, is located in New York, New York. BPA became
registered with the SEC on November 3, 2021, and began offering investment advisory
services on January 3, 2022. In December 2021, BasePoint Advisors Holdings L.P.
(“BPAHLP”) became the direct owner of BPA. The general partner of BPAHLP is
BasePoint Group Inc. (“BGI”) and the sole limited partner of BPAHLP is FarPoint Mgt.
L.P. (“FPMLP”). BGI is a wholly owned direct subsidiary of Advantage Insurance Inc.
(“AVI”). The general partner of FarPoint Mgt. L.P. is FarPoint Mgt. Group Corp. Eric
Schneider, the CEO and CIO of BPA is the sole owner of FarPoint Mgt Group Corp.
Seventy-five percent (75%) of BPA’s investment management profits (if any) are
allocable to FPMLP. The balance (i.e., 25%) are allocable to BGI.
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BPA focuses primarily on investing in credit opportunities and special situations in the
specialty finance universe, including, without limitation, acquiring primary and
secondary loans.
BPA provides investment advisory services to pooled investment vehicles which could
include a “fund of one” (each, a “BPA Fund” and collectively, “BPA Funds”). BPA
Funds are sometimes collectively referred to herein as the “Funds” and individually, as a
“Fund”.
BasePoint Capital LLC (“BasePoint Capital”), an affiliate of BPA, is a commercial
service provider to separately organized and segregated subsidiaries that borrow,
participate in, or originate loans which are typically formed as limited liability companies
or as a statutory series of a Delaware statutory trust (each a “BP Lender”, and
collectively, “BP Lenders”). BP Lenders ultimately provide debt and equity financing
solutions to originators and specialty finance companies in the consumer finance, small
business, and fintech space.
BP Lenders typically syndicate a portion of their funding obligations through the sale of
limited recourse loan participation interests to third parties including one or more of the
Funds. These participation interests are not offered to the public as an investment vehicle.
Rather, they are made available on a confidential basis only to sophisticated banks,
insurance companies and other institutions, family offices, high net worth individuals
and, as noted above, one or more of the Funds. Accordingly, BPA Funds may invest in
loans originated or acquired by one or more BP Lenders directly or otherwise (as a direct
lender, co-lender, or loan participant).
BPA generally has discretion to invest BPA Fund assets pursuant to the terms of the
governing documents and/or related agreements of each BPA Fund. Any applicable
limitations or restrictions on BPA’s investment discretion are set forth in each applicable
Fund’s governing documents and/or its related offering documents and/or sometimes in a
side letter with a BPA Fund investor. In some circumstances, certain substantial BPA
Funds (generally, those with more than $200 million in assets to invest through BPA)
may desire to invest in a customized portfolio of loans (as a direct lender, co-lender, or
loan participant) with one or more BP Lenders, with customized credit enhancement and
co- investment requirements, and/or other investment products through a separate Fund.
BPA manages each BPA Fund pursuant to the objectives specified in the governing
documents and offering documents (which may include, a private placement
memorandum made available to prospective investors and/or a side letter with a
particular investor), by which each BPA Fund offers its ownership interests to investors
and pursuant to the restrictions or limitations set forth therein and/or in each BPA Fund’s
investment management agreement and/or side letter agreement with its general partner.
A BPA affiliate serves as the general partner of each BPA Fund. In some instances, a
BPA principal or one or more BPA employees, may directly or indirectly co-invest in a
BPA Fund. In those circumstances in which the subject investment opportunity is with a
BP Lender, and therefore is deemed to be a principal transaction between BPA’s affiliate
(i.e., a BP Lender) and the BPA Fund, BPA will, to the extent required by applicable law
or the relevant governing documents, obtain the prior consent of a BPA Fund for such
transactions. Underlying investors should note that the governing documents for a Fund
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may authorize one or more representatives on behalf of the investors to provide or
withhold such consent on behalf of such investors. BPA has adopted policies and
procedures to ensure that these related-party transactions are affected subject to
applicable law and the relevant BPA Fund governing documents. BPA will only permit
such related-party transactions when it believes, in good faith, that such transactions are
in the best interests of the relevant BPA Fund.
Underlying BPA Fund investors should note that the governing documents for a BPA
Fund may include specific appointment and authorization of a legal representative or
board of representatives to decide on behalf of all Fund investors, whether to consent to
each such transaction on behalf of the Fund.
Although such representative(s) of the investors are authorized to act in the best interest
of the subject Fund, they also may have similar responsibilities to other funds and their
investors.
As noted above and hereinafter, the Adviser and/or its affiliates may enter into side letters
or other similar agreements with certain investors in specific BPA Funds (without the
approval of any other BPA Fund investors) in connection with their admission to such
BPA Funds. Such side letters or other similar agreements may alter and/or supplement
the terms of the BPA Fund’s governing documents (with respect to the specific investor
in question) in a manner that makes the terms applicable to such investors more favorable
than those applicable to other investors (including, without limitation, with respect to
fees).
As of the date hereof, BPA has regulatory assets under management on a discretionary
basis of $1,352,803,030.
The specific advisory services that we offer to BPA Funds, including the investment
strategies pursued and investments recommended to, or chosen by us, on behalf of BPA
Funds, should not be construed to limit or restrict our investment advice, strategies, or
business in any manner. We may offer advisory services, engage in any investment
strategy, and make investments in securities and non-securities that are not otherwise
described in this Brochure, but we otherwise consider appropriate for our BPA Funds,
subject to such BPA Fund’s investment objectives, guidelines as well as any specific
restrictions, limitations, or prohibitions they may impose.