General Description of Willow Tree
Willow Tree, a Delaware limited liability company formed in June 2022, provides investment management
services to its advisory client(s). Willow Tree is a majority-owned subsidiary of Willow Tree Credit
Partners LP, a SEC-registered investment adviser. Willow Tree Credit Partners LP (the “Managing
Member”) is also the managing member of Willow Tree. The indirect principal owner of Willow Tree is
Timothy Lower.
Description of Advisory Services
Willow Tree will provides investment advisory services to Willow Tree Capital Fund, LLC, a Delaware
limited liability company (the “Onshore Fund”), Willow Tree Capital Offshore, LLC, a Cayman Islands
limited liability company (the “Offshore Fund” together with the Onshore Fund, the “Private Funds”),
and intends to provide investment advisory services to Willow Tree Capital Corporation, a Maryland
corporation and externally managed, closed-end, non-diversified investment management company that
intends to elect to be regulated as a business development company under the Investment Company Act of
1940, as amended (the “Investment Company Act”) (the “Willow Tree BDC” together with the Private
Funds, the “Clients”). Willow Tree may establish one or more parallel funds (each a “Parallel Fund” and,
collectively, the “Parallel Funds”) or Feeder Funds for certain investors (each a “Feeder Fund” and,
collectively, the “Feeder Funds”) and each Parallel Fund or Feeder Fund, once established, also will be
considered a “Client”. As used herein, the term “Fund or Funds” refers to the Private Funds, the Willow
Tree BDC, all Parallel Funds (if any), and all Feeder Funds (if any) established by Willow Tree in
connection with the formation and/or operation of a Fund.
Willow Tree provides advisory services to the Funds on a discretionary basis. Willow Tree will construct
portfolios on behalf of its Clients principally pursuant to a direct lending investment strategy pursuant to
which it makes non-investment grade, first lien and unitranche, floating rate, senior secured loans to, and,
to a much lesser extent, junior capital investments in, private companies. Willow Tree’s services to its
Clients will consist of: investigating, identifying and evaluating investment opportunities; structuring,
negotiating and making investments on behalf of its Clients; managing and monitoring the performance of
such investments; and disposing of such investments.
In the future, Willow Tree may form additional Funds and manage separately managed accounts that invest
primarily in accordance with the same strategy or other strategies. Affiliates of Willow Tree act as general
partners and/or managing members (the “General Partner”) to the Private Funds. The term “Willow Tree”
as used herein will include the General Partners, as applicable.
Tailoring to Individual Needs and
Investment Restrictions
Willow Tree provides advisory services to the Funds in accordance with the relevant offering documents,
investment management agreement and/or the operating agreement or limited partnership agreement (or
analogous organizational document) (collectively, the “Governing Documents”). Willow Tree provides
investment advice directly to the Funds and not individually to any Fund investor (each an “Investor” and,
collectively, the “Investors”). Willow Tree will tailor its advisory services for the Fund based on the
investment objective, strategies and any restrictions on investing set forth in the applicable confidential
private placement memorandum, operating agreement or limited partnership agreement and the Fund’s
investment management agreement.
Co-Investments
Willow Tree, in its sole and absolute discretion, expects to offer available co-investment opportunities to
(1) one or more Investors, (2) one or more third-party potential co-investors who are not Investors and/or
(3) third parties who are neither Investors nor Clients. Willow Tree may also serve as manager of various
co-investment vehicles structured to facilitate participation by third-party co-investors in portfolio
investments alongside the Funds.
On December 21, 2023, Willow Tree applied for exemptive relief from the SEC to permit the Willow Tree
BDC to co-invest with certain other persons, including Willow Tree Clients and certain of its affiliates.
Side Letters
As described in more detail under Item 5 below, for the Private Funds, Willow Tree may enter into “side
letters” or similar agreements pursuant to which certain Private Fund investors are granted specific rights,
benefits or privileges that are not generally made available to other Private Fund investors. The Willow
Tree BDC does not expect to enter into any side letters with investors.
Assets Under Management
Willow Tree manages a total of $310,307,565 on a discretionary basis. $103,357,000 of this amount is from
Willow Tree Capital Fund, LLC (the Onshore Fund) and is calculated as of March 29, 2024 and
$206,950,565 of the total amount is from Willow Tree Capital Offshore Fund, LLC (the Offshore Fund)
and is calculated as of December 31, 2023. This calculation methodology is consistent with that used to
calculate regulatory assets under management for the Form ADV, Part 1A. As of December 31, 2023,
Willow Tree had approximately $0 in regulatory assets under management managed on a non-discretionary
basis. In aggregating the foregoing, Willow Tree had $310,307,565 of regulatory assets under management
on either a discretionary or non-discretionary basis based on regulatory assets under management attributed
to Willow Tree Capital Fund, LLC as of March 29, 2024 and based on regulatory assets under management
attributed to Willow Tree Capital Offshore Fund, LLC as of December 31, 2023.