Background
OFS CLO Management II is a Delaware series limited liability company that is a registered
investment adviser and provides investment advisory and collateral management services to
pooled investment vehicles, specifically, collateralized loan obligations (“CLO” or “CLOs”).
OFS CLO Management III, a relying adviser of OFS CLO Management II, is a Delaware series
limited liability company that was organized on February 15, 2024. OFS CLO Management III
currently has three series, the “Management Series” to provide CLO collateral management
services to CLOs, the “Origination Series” to conduct EU risk retention activities and the
“Investment Series” to hold investments in CLO securities and temporary investments. OFS
CLO Management III serves as collateral manager to a CLO.
OFS CLO Management II and OFS CLO Management III are collectively known as “OFS CLO
Advisers.” Any client that is a CLO advised by an OFS CLO Adviser shall be known as a “CLO
Client.”
OFS Funding I, LLC is the managing member of OFS CLO Management II, and Orchard First
Source Asset Management, LLC (“OFSAM”), a subsidiary of Orchard First Source Asset
Management Holdings, LLC (“OFSAM Holdings”), is the sole member and manager of OFS
Funding I, LLC. The principal owner of OFSAM Holdings is OI3, LLC, the owner of which is
The OI3 2019 Trust through its interest in Orchard Investments, LLC and Orchard Investments II,
LLC, and Richard Ressler is a Trustee of The OI3 2019 Trust. OFSAM also owns OFS CLO
Management, LLC (“OFS CLO Management”) indirectly through OFS Funding I, LLC and OFS
Capital Management, LLC (“OFS Capital Management”), both affiliated SEC-registered
investment advisers. OFS CLO Management II, OFS CLO Management III, OFS CLO
Management, and OFS Capital Management (collectively, “OFS Advisers”) share management,
investment and other professionals, advise clients (“OFS Clients”) who invest in similar
investments, have overlapping investment committees, are subject to a common compliance
program and share a common Chief Compliance Officer (“CCO”). OFS CLO Management and
OFS Capital Management have filed their own Forms ADV and have their own brochures.
References to OFS Capital Management and OFS CLO Management within this Brochure are
included to describe conflicts of interest related to them and policies and procedures they jointly
adopted with OFS CLO Advisers. OFS CLO Advisers do not have any exclusive employees. Each
of OFS CLO Management II and OFS CLO Management is a party to a Staff and Services
Agreement (each, a “Services Agreement”) with its affiliate, Orchard First Source Capital, Inc.
(“OFSC”), a Delaware corporation and wholly owned subsidiary (and the manager) of OFSAM.
OFS CLO Management III is party to a Staff and Services Provider Agreement (the “S&SP
Agreement”) with OFS CLO Management II, under which OFS CLO Management II provides
staffing and services procured from OFSC under the Services Agreement. Under the Services
Agreement with OFS CLO Management II:
• OFS CLO Management II and OFSC jointly employ most of the personnel, including
investment professionals, who provide services to OFS CLO Advisers; and
• OFSC provides back- and middle-office, legal/compliance/risk analysis, credit
analysis, execution and documentation, marketing, reporting, and other administrative
services to OFS CLO Management II.
Other persons who provide services to OFS CLO Advisers, including its CCO, are employees of
(a) CIM Group, LP (“CIM Group”) and its affiliates, those of which also provide services to its
SEC-registered investment adviser affiliates
including CIM Capital, LLC (“CIM Capital”), CIM
Capital’s relying advisers, CIM Capital IC Management, LLC (“IC Management”) and CIM
Capital SA Management, LLC (“SA Management”), which advise debt infrastructure and real
estate funds, and (b) Orchard Capital Corp. (“OCC”), a California corporation controlled by Mr.
Ressler that provides consulting and advisory services to companies in which Mr. Ressler invests.
All the foregoing services are provided through a shared services agreement among OFSC, CIM
Group and OCC. The same professionals who service OFS CLO Advisers similarly service OFS
CLO Management and OFS Capital Management through (i) the shared services agreement and
(ii) the Services Agreements.
The CLO’s
OFS CLO Management II serves as an investment adviser and collateral manager to OFSI BSL
XII CLO, Ltd., a pooled investment vehicle that is a collateralized loan obligation fund (the “CLO
XII”). OFS CLO Management III, through its Management Series, serves as a collateral manager
to OFSI BSL XIII CLO, Ltd., a pooled investment vehicle that is a CLO.
Each CLO is an exempted company incorporated with limited liability under the laws of the
Cayman Islands. All of the ordinary shares of the CLO are held by a licensed trust company
incorporated in the Cayman Islands, under the terms of a declaration of trust for the benefit of one
or more charitable organizations located in the Cayman Islands. The CLO issues various classes
of notes (collectively, the “CLO Notes”).
OFS CLO Advisers may, in the future, facilitate compliance with risk retention rules that are in
place in the European Union by acting as an originator for the purposes of the EU Capital
Requirements Directive (No. 2013/36/EU) (“E.U. Risk Retention Rules”). In that case, OFS CLO
Advisers will likely act as the sponsor of the CLO Clients for which it acts as collateral manager.
Advisory Services
OFS CLO Advisers provides investment management, advisory, and certain administrative and
other related services to the CLOs. The CLO advised by OFS CLO Advisers are referred to herein
as the “CLO Client(s).” OFS CLO Advisers provides investment advisory services that include
sourcing and/or originating potential investments, conducting research and due diligence on
potential investments and equity sponsors, analyzing investment opportunities, holding risk
retention interests, and monitoring investments and portfolio companies.
OFS CLO Advisers focuses primarily on investments in broadly syndicated U.S. loans and, to a
lesser extent, publicly traded corporate bonds; however, OFS CLO Advisers may provide
investment advice to its CLO Client regarding a variety of investments, including other types of
debt and equity as well as broadly syndicated loans in non-U.S. (i.e., Canada and European)
jurisdictions.
Investment Advisory Relationship with CLO Client
The advisory relationship between the CLO Client and OFS CLO Advisers is governed by a
written collateral management agreement between the CLO Client and OFS CLO Advisers (“CLO
Management Agreement”). The CLO Client’s portfolio is comprised predominantly of senior
secured syndicated loans made to public and private U.S. companies. The Client is subject to
investment restrictions under the terms of its note indenture (the “CLO Indenture”).
Management of Client Assets
As of the December 31, 2023, OFS CLO Management II had approximately $303,532,230 in
regulatory assets under management on a discretionary basis. OFS CLO Management II does not
have any assets under regulatory management on a non-discretionary basis.