A. White Oak Global Advisors, LLC
White Oak Global Advisors, LLC is a Delaware limited liability company that was formed in
June of 2007 and is headquartered in San Francisco, with additional offices in New York,
Chicago, Denver, and Atlanta, and is wholly owned by White Oak Financial, LLC. White Oak
Financial is owned by its managing members, Andre Hakkak and Barbara McKee, as well as
other individuals who hold less than 25% ownership interests in it. WOGA is a private debt
advisory firm focused on direct lending and specialty finance that serves as an intermediary
between companies that merit financing and investors seeking yield.
B. Advisory Services
WOGA provides investment advice and management to privately placed investment funds
(“White Oak Funds” or “Funds”) and separately managed accounts (“Separate Accounts”
and, together with the Funds, WOGA’s “Clients”). As discussed below, WOGA also provides
other types of investment advisory services, including cash management services for
institutions (the “Cash Management Strategy”). Additionally, WOGA manages White Oak
Partners Fund I, L.P. (“WOPFI”), a proprietary account that invests through different series in
certain White Oak Funds and other non-fund investments and whose investors are limited
to past and present WOGA personnel, their families, and certain personnel of WOGA
affiliates.
Currently, in addition to the above-referenced Separate Accounts and proprietary accounts,
WOGA advises a number of Funds, some of which are organized in a Master-Feeder
Structure with each feeder fund investing substantially all of its assets in a dedicated master
fund, including but not limited to:
• White Oak Yield Spectrum Fund V
• White Oak Impact Fund
• White Oak Yield Spectrum Fund
• White Oak Summit Fund
• White Oak Pinnacle Fund
• White Oak Fixed Income Fund
• White Oak Short Term ABL Fund
In the future, WOGA is expected to advise additional Funds not named above, some of
which may use a Master-Feeder Structure. To the extent that a master-feeder structure is
employed, references to a particular Fund will mean collectively the associated master
fund and feeder funds as well as any parallel funds within the same fund complex.
From time to time, it may be necessary to separate an investment from a Fund or Separate
Account in order to liquidate the investment. Special purpose liquidation vehicles may be
formed in order to hold such assets for liquidation. For certain open-ended Funds that may
offer periodic redemptions rights, redeeming investors’ assets are placed in a side pocket
and cash distributions are made in accordance with the governing documents and WOGA’s
internal policies, typically as their underlying illiquid investments are monetized.
In addition, and from time to time, WOGA identifies individuals and companies with industry
connections, expertise, and capabilities, which companies are engaged in the business of
providing financing and serve as diversified investment opportunities for White Oak Clients.
Consistent with their business models, these companies lend their monies to their
customers. The portfolio companies described below in Item 10 – Other Financial Industry
Activities and Affiliations; Section C – Material Business Relationships with Certain Related
Persons; Portfolio Companies Referred to as “Financing Affiliates” are such entities. The
amount of any loan made to these portfolio companies or any similar vehicles formed or
acquired in the future is determined by WOGA’s Investment Committee, which also reviews
the material investment parameters, including collateral, of the portfolio company itself.
The vast majority of WOGA’s Clients pursue direct lending strategies (“Direct Lending
Strategy”). Certain other strategies are also pursued as described below.
1. Private Credit / Direct Lending Strategy
The Private Credit / Direct Lending Strategy encompasses a comprehensive investment
process to originate, underwrite, and monitor term loans, primarily to U.S.-based and
Canada-based companies in the lower end of the middle market. These companies are
predominantly collateral-rich businesses with enterprise values of less than $1 billion and
and/or EBITDA of less than $15 million. (“EBITDA” is defined in the Glossary at the end of
this Brochure.) White Oak typically structures its investments as senior-secured term loans
supported by a security interest in all of the company’s assets, as well as a pledge of cash
flows, with conservative loan-to-value ratios and short durations of fewer than five years at
the time of issuance. Such structures help to ensure a priority of return, as well as control if
any restructuring process, asset sale, capital raise or receipt of insurance proceeds occurs.
The investments may be originated with warrants, other forms of equity compensation, or
embedded investment leverage. The objective of this strategy is to generate fixed-income,
excess returns that are not correlated to the broader public markets by capitalizing on the
supply and demand imbalances in the private debt markets and by maintaining downside
protection with strong asset coverage. Loans to companies based outside the U.S. or
Canada have been and may also be made if consistent with the Client’s governing
documents. The Private Credit / Direct Lending Strategy is discussed, together with a
description of its associated material risks, in more detail in Item 8 of this brochure and in
the offering documents for the relevant Funds and in Client agreements, investment
programs, investment policy statements, and/or investment guidelines (“Investment
Program”) for Separate Accounts.
Term Loan Strategy. WOGA’s general investment thesis for its term loan strategy is to
underwrite loans to companies in which it holds a senior secured position in a capital
structure in order to enhance its ability to protect Clients’ investments. Typically, this will
involve lending against collateral, including but not limited to inventory, receivables, trade
claims,
intellectual property, and property, plant, and equipment, while taking into
consideration a borrower’s cash flows and its ability to reduce risk. Each term loan will seek
to make investments in order to generate an attractive net internal rate of return (“IRR”) for
investors on a portfolio basis.
Asset-Based Loan Strategy. Asset-based loan transactions are similar to term loan
financings, except that the amount of the advance is determined with reference to an
advance rate on the receivables, inventory, or both of the borrower. Each asset-based loan
will seek to make investments in order to generate an attractive net IRR for investors on a
portfolio basis. Certain asset-based transaction may involve asset-backed securitizations.
Equipment Financing Strategy. WOGA’s investments in equipment financing transactions
provide exposure to a variety of equipment financing solutions, including operating leases,
capital leases, and other forms of equipment financing. Each equipment financing loan will
seek to make investments in order to generate an attractive net IRR for investors on a
portfolio basis.
Opportunistic Strategy. White Oak’s investment in opportunistic transactions target the
following type of opportunities: Debtor in possession financings and rescue financings;
secondary opportunities and other special situations opportunities. Each loan will seek to
make investments in order to generate an attractive net IRR for investors.
Stand Alone Funds. It is expected that certain of the strategies described above (such as
asset-based loans, equipment financing transactions, opportunistic, etc.) will be offered by
White Oak in the future as stand-alone Funds. Similarly, certain geographic (e.g., UK) or
industry-focused (e.g., healthcare) term loan strategies also may be offered by White Oak in
the future as stand-alone Funds, and, as with the possible targeted strategies mentioned in
the preceding sentence, if consistent with the Fund’s investment mandate, would invest
alongside other Clients as appropriate.
2. ESG Strategy
Certain White Oak Clients have an investment mandate that specifically addresses
Environmental, Social and Governance (“ESG”) considerations in their governing documents.
In such instances, WOGA, as investment manager to the ESG Client, invests in accordance
with such Client’s ESG mandate. For such Clients, investments will comply (at the time of
investment) with WOGA ’s Impact, Environmental, Social and Governance Policy (“ESG
Policy”), which seeks to integrate environmental, social and governance factors, along with
other criteria into the underwriting process at the time of the investment.
3. Cash Management
WOGA also manages fixed income and cash portfolios on behalf of Clients that are
institutions and portfolios of instruments that are not securities, such as bank-issued
certificates of deposit and bank cash deposits, on behalf of Clients that are individuals. Each
such Separate Account is managed pursuant to parameters specified by each Client. These
parameters are set forth in each Client’s Investment Program and include, among other
things, the term structure of each Separate Account, instrument types eligible for (or
restricted from) purchase, and required instrument attributes. All Separate Accounts are
managed on an individualized basis.
* * *
White Oak limits its discretionary advice to private debt investments, direct lending, and
cash management instruments. Further information about these strategies and
investments, as well as a brief discussion of associated material risks, can be found in Item 8
of this Brochure.
C. Tailored Advice and Client-Imposed Restrictions
Each White Oak Client has its own investment objectives, strategies and restrictions. Certain
Clients focus on a narrow investment strategy while others pursue a broader investment
strategy. Many Clients have a similar private credit investment mandate, although some
mandates are distinct with their own unique parameters, characteristics, and restrictions.
WOGA prepares offering materials with respect to each White Oak Fund that contain more
detailed information, including a description of the investment objective and strategy or
strategies employed and related restrictions. These serve as a limitation on the
discretionary authority of WOGA’s management. Separate Account Clients can also impose
restrictions on the discretionary authority of WOGA’s management through documents
relating to the Investment Program for such Clients.
While Separate Accounts may be reasonably tailored based on the individual needs of a
Client, as agreed to with WOGA, none of the White Oak Funds is tailored to meet the
individualized investment needs of any particular investor (“Investor”). An investment in a
White Oak Fund does not create a client-adviser relationship between WOGA and an
Investor. Further discussion of the strategies, investments, and risks associated with a
White Oak Fund or Separate Account management is included in the relevant materials for
each type of Client.
Clients and Investors must consider whether a particular White Oak Fund or advisory
relationship is appropriate to their own circumstances based on all relevant factors
including, but not limited to, the Client’s or Investor’s own investment objectives, liquidity
requirements, tax situation and risk tolerance. Prospective Clients and Investors are
strongly encouraged to undertake appropriate due diligence, including but not limited to a
careful review of relevant offering materials for the Funds or the documents relating to the
proposed Investment Program for the Separate Account and the additional details about
WOGA’s investment strategies, methods of analysis and related risks in Item 8, and possible
conflicts set forth in Item 10, of this Brochure, before making an investment decision.
D. Assets Under Management
As of December 31, 2023, WOGA had regulatory assets under management of $6.20 billion.
WOGA does not currently advise any assets on a non-discretionary basis.