Warwick Capital Partners (US) LP (“Warwick US”) is a SEC-registered investment adviser, with its
principal office and place of business located at 677 Washington Boulevard, Stamford, CT 06901, and
began conducting business in 2022. Warwick Capital CLO Management LLC – Management Series
(“Warwick CLO Management”) is registered with the SEC as a “relying adviser” on Warwick US’s Form
ADV and therefore Warwick US’s Brochure also serves as the Brochure for the relying adviser as listed in
the Advisers’ Form ADV Part 1A. This Brochure refers to Warwick US and Warwick CLO Management
together as the “Advisers” or the “Firm”.
The Advisers are under common control with Warwick Capital Partners LLP (“Warwick UK” and,
together with the Advisers, the “Warwick Group”), a global special situations investment firm with its
principal office and place of business located in the United Kingdom. Warwick UK is an Alternative
Investment Fund Manager (AIFM) and is authorized and regulated by the UK Financial Conduct
Authority. Warwick UK currently operates as an exempt reporting adviser with the SEC. Warwick UK has
been in business since 2010.
FIRM OWNERSHIP
Warwick CLO Management is majority-owned by Warwick US and Ian Jeffrey Burgess and Alfredo
Salvatore Mattera are the principal owners of Warwick US. The general partner of Warwick US is
Warwick Capital Partners (US) GP LLC.
PORTFOLIO MANAGEMENT
Private Funds
The Advisers provide investment management and advisory services to pooled investment vehicles
exempted from registration under the Investment Company Act of 1940, as amended (“1940 Act”) and
whose securities are not registered under the Securities Act of 1933, as amended (“1933 Act”) (the
“Private Funds”).
As investment managers, the Advisers manage the purchase, holding and divestment of investments for
the Private Funds. Such investments may include investments in collateralized loan obligations (“CLOs”)
including, without limitation, mezzanine and equity CLO securities, loans, derivatives (including total
return swaps on individual assets or a basket of assets, interest rate swaps, credit derivative swaps,
forward contracts, the purchase and sale of commodities or commodity futures, put and call options,
floors, collars or other similar arrangements), currency hedging transactions, repurchase and reverse
repurchase transactions and other assets.
Warwick US serves as sub-advisor to certain Private Funds that invest in a diversified portfolio of
minerals, royalties and overriding royalties in producing oil and gas basins in the United States with
expected long-life resources.
Warwick US also serves as sub-advisor to certain Private Funds that pursue European mid-market special
situations and distressed credit opportunities.
The investment objective, policy and restrictions of each Private Fund are generally set out in the
constitutional and offering documents issued by that Private Fund.
The Advisers provide tailored investment advisory services to Private Funds in accordance with the
investment objective, policy and restrictions of each Private Fund. Investment advice is provided directly
to the Private Funds and not to individual investors.
Generally, at the time a Private Fund is structured and opened, there is discussion between the relevant
Adviser, the Private Fund and those that invest in the Private Fund regarding the investment strategy
and risk, investment restrictions, investment structure and other aspects of the Adviser’s management
of the Private Fund’s portfolio. Investments for each Private Fund are generally not tailored to the
individualized needs of any particular investor in a Private Fund, though the Advisers may enter into side
letter agreements with certain Private Fund investors that restrict certain types of investments for the
entire Private Fund. The Advisers will
only enter into such side letter agreements when they believe
doing so will not materially affect a Private Fund.
Additional information about each Private Fund is contained in the relevant Private Fund documents,
which will be available to current and eligible prospective investors only through the Advisers or another
authorized party. Since the Advisers do not provide individualized advice to Private Fund investors (and
an investment in a Private Fund does not, in and of itself, create an advisory relationship between the
investor and the Advisers), investors must consider whether a particular Private Fund meets their
investment objectives and risk tolerance prior to investing.
CLOs
Warwick CLO Management provides collateral management services 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 accumulation and “ramp-up” of loans comprising all
or a portion of the initial pool of collateral for any such issuer (each a “CLO” and, together with the
Private Funds, the “Funds”). Such collateral management services are provided by Warwick CLO
Management in accordance with the terms and conditions of the applicable collateral management
agreement, indenture and other related documents of such CLO, the terms of such are generally
established at the time of formation of the applicable CLO. The collateral obligations to be held by the
CLOs are comprised primarily of broadly syndicated, senior secured, below-investment grade leveraged
loans made primarily to U.S. and European corporate borrowers, in each case, to the extent permitted
under the eligibility criteria set forth in the applicable CLO transaction documents. At inception of each
CLO, specific asset criteria (e.g., credit quality, diversification) are generally established, sometimes in
consultation with prospective CLO investors.
Shared Services
With respect to certain Funds, Warwick US makes some of its personnel available to Warwick CLO
Management pursuant to a staff and services agreement between Warwick US and Warwick CLO
Management (the “Staff and Services Agreement”) in which Warwick US provides shared employees to
Warwick CLO Management to assist with, among other things, sourcing assets and making
recommendations regarding assets to be acquired and sold by Warwick CLO Management in its capacity
as portfolio manager for certain Private Funds and in its capacity as collateral manager for the CLOs.
Under the terms of the Staff and Services Agreement, Warwick US also provides to Warwick CLO
Management certain administrative services, infrastructure and shared office space. Warwick US
delegates certain back- and middle-office functions (including legal, compliance and execution) and
other services to its affiliates and may, in the future, delegate such functions and services to third
parties. This arrangement is also disclosed in Item 10 Other Financial Industry Activities and Affiliations.
Leverage
Funds can use leverage, directly or indirectly. Use of leverage will increase the volatility of Funds’
investments.
Accounts
In the future, the Advisers may provide investment management and advisory services to separately
managed accounts structured in various entity types and forms, including, but not limited to, trusts,
partnerships, or limited liability companies (the “Accounts” and, collectively with the Funds, “Clients”).
General
The Advisers do not provide financial planning or similar services and do not participate in wrap
programs.
ASSETS UNDER MANAGEMENT
As of December 31, 2023, the Advisers actively managed $432,492,339 in regulatory assets on a
discretionary basis.
The Advisers do not manage assets on a non-discretionary basis.