BH Credit Management LLC is a wholly-owned subsidiary of Barrow Hanley Global Investors™, an SEC-
registered investment adviser with its principal office and place of business located at 2200 Ross Avenue,
31st Floor, Dallas, Texas 75201. Barrow Hanley began conducting business in 1979 and is a value-oriented
investment adviser, providing investment management services to separately managed U.S and global
equity and fixed income portfolios for large institutional clients, mutual funds, employee benefit plans,
endowments, foundations, limited liability companies, and other institutions and individuals.
The business and affairs of BHCM will be managed exclusively by Barrow Hanley, as the managing
member of BHCM. Barrow Hanley has entered into an agreement to act as a shared service provider to
BHCM pursuant to a staff and services agreement. This arrangement is also disclosed in Item 10 – Other
Financial Industry Activities and Affiliations.
BHCM acts as collateral manager, sponsor and originator to issuers of collateralized loan obligation
securities and to special purpose vehicles entering into short-term and long-term warehouse, repurchase, or
other credit facilities to finance the preliminary accumulation and “ramp-up” of loans comprising all or a
portion of the initial pool of collateral for any such issuer (each a “CLO”). BHCM also acts as investment
adviser to one or more private funds (each a “Fund” and, together with the CLOs, “Clients”) that invests
directly or indirectly in the CLOs.
BHCM has adopted a set of Compliance Policies and Procedures that are reasonably designed to manage
potential conflicts of interests and has implemented internal review processes for oversight by the CCO, its
directors, and independent third-parties to address and mitigate actual conflicts.
FIRM OWNERSHIP
Barrow Hanley wholly-owns BHCM. Barrow Hanley is majority owned by Perpetual Limited (“Perpetual
Group”) (ASX: PPT), a global financial services firm operating a multi-boutique asset management
business, as well as wealth management and trustee services businesses. Please refer to Barrow Hanley’s
Form ADV, Part 1, Schedules A and B, for additional information about ownership of the firm.
PORTFOLIO MANAGEMENT
BHCM acts as collateral manager, sponsor and originator to CLOs. Each CLO invests substantially all of
its assets in, loans, notes, and other securities, as permitted by the CLO documents. CLO liabilities are
backed by the specific loans and other assets held within the special purpose vehicle (“SPV”) structure.
(collectively, “Assets”). In general, after its warehouse phase, a CLO is a pooled investment vehicle that
has a tiered capital structure, issuing senior and mezzanine notes that are rated by one or more rating
agencies (the “Rated Notes”) and unrated subordinated notes or other economic equity interests (the
“Equity” and, together with the Rated Notes, the “CLO Securities”).
BHCM has separate segregated series (each a “Series”, and together, the “Series”) for (1) CLO collateral
management activities (the “Management Series”), (2) EU/UK risk retention activities (the “Originator
Series”), in the event that the applicable CLO is required to comply with risk retention requirements
imposed by certain jurisdictions on sponsors of securitization transactions and (3) holding investments in
CLO Securities (the “Investment Series”).
Funds advised by BHCM are expected to invest in a distinct Originator Series and Investment Series of
BHCM as a way of obtaining exposure to the CLOs. Barrow Hanley will be the sole holder of the
Management Series of BHCM.
Each CLO is described in, governed by, and/or otherwise subject to a variety of documents (collectively,
the “CLO Documents”), including: (i) the CLO’s organizational documents; (ii) during the warehouse
phase, the relevant warehouse collateral management agreement, credit and security agreement, securities
account control agreement, and other warehouse transaction documents; and (iii) upon the issuance of its
CLO Securities, an offering circular, indenture, collateral management agreement, collateral administration
agreement, conditional sale agreement, purchase agreement, subscription agreements, and other transaction
documents. The CLO Documents describe the roles of various persons involved in the CLO, establish our
authority to perform certain investment management functions, including, without limitation, supervise and
direct the investment and reinvestment of the collateral obligations and eligible investments and perform
administrative and advisory functions as the collateral manager on behalf of the CLO in accordance with
the applicable provisions under the collateral management agreement, collateral administration agreement
and indenture and set forth detailed eligibility criteria, specifications and requirements regarding the types
of investments and describe the overall composition of the CLO’s portfolio (including by imposing, as
applicable, diversification, ratings, and concentration tests).
Fund governing documents similarly set forth and describe the roles, authorities and responsibilities of
BHCM and other service providers to each Fund as well as the investment objectives and restrictions of
such Fund. While, in many cases, certain prospective investors in a Fund or CLO will influence the
investment criteria, guidelines, and other terms set forth in the relevant Client’s final governing documents,
it is generally the case that our investment advice to each Client will primarily be limited to selecting and
managing that Client’s assets. Subject to its investment guidelines and applicable laws, rules or regulations,
each Fund can invest in another Fund, including interests issued by CLOs managed by BHCM and such
interests can include mezzanine and equity CLO securities.
BHCM could hold interests in our CLOs, including in risk retention, if required, other Equity or first loss
positions, or in any tranche of a CLO’s Rated Notes, and BHCM or an affiliate is expected to act as general
partner (or in an equivalent role) for a Fund (in such capacity, the “General Partner”) and could otherwise
have an investment interest in a Fund.
ASSETS UNDER MANAGEMENT
As of December 31, 2023, BHCM managed $850,246,644 in regulatory assets under management.