Tenor Capital, a Delaware limited partnership, was established in March 2004. Tenor Capital has
been registered with the SEC since August 2010.
Our principal owner is Robin R. Shah. Mr. Shah, as Managing Member of Tenor Management GP,
LLC, the general partner of Tenor Capital, controls Tenor Capital.
Our registration also covers Tenor Opportunity Associates, LLC ("Associates"), and Tenor
Opportunity Associates II, LLC ("Associates II") and Tenor Opportunity Associates III, LLC
("Associates III"), which serve as general partners of pooled investment vehicles managed by Tenor
Capital. Mr. Shah, as Managing Member of Tenor Management Associates, LLC, the managing
member of each of Associates, and Associates II and Associates III, also controls Associates and
Associates II and Associates III.
As of December 31, 2023, Tenor Capital, Associates, Associates II and Associates III (collectively
the "Tenor Advisors") managed $7,813,969,778 of regulatory assets under management on a
discretionary basis.
Advisory Services
The Tenor Advisors provide investment management services to private pooled investment vehicles
offered to investors on a private placement basis. The investment vehicles are structured as
Delaware limited partnerships, Cayman Island corporations, or Cayman Island limited partnerships.
In connection with providing these investment management services; the Tenor Advisors have been
appointed as investment advisers with discretionary trading authorization.
Tenor Capital is the investment adviser to the following investment funds (the "Continually Offered
Offshore Corporate Funds"):
1. Tenor Opportunity Fund Ltd.;
2. Parsoon Opportunity Fund, Ltd., and
3. Tenor Special Situations Fund, L.P.
Tenor Capital is also the investment adviser to the following investment funds (the "Continually
Offered Master Funds"):
1. Tenor Opportunity Master Fund, Ltd. – into which both Tenor LP (defined below) and Tenor
Opportunity Fund Ltd. invest substantially all of their capital.
2. Parsoon Special Situation Ltd. – into which certain share classes of Parsoon Opportunity
Fund, Ltd. invest substantially all of their capital. This fund has also issued shares directly
to U.S. persons.
Associates serves as the general partner for Tenor Opportunity Fund L.P., ("Tenor LP" and, together
with Tenor Opportunity Fund, Ltd., the "Tenor Opportunity Funds") (also, the "Continually Offered
Onshore Fund" and, together with the Continually Offered Offshore Funds and the Continually
Offered Master Funds, the "Continually Offered Funds").
Associates also serves (i) as the general partner for the Tenor Special Situations Fund, L.P. ("TSSF")
(the "Continually Offered Offshore Partnership Fund" and, together with the Continually Offered
Offshore Corporate Funds, the "Continually Offered Offshore Funds") and (ii) as the general partner
for the following closed end investment funds ("Tenor International & Commercial Arbitration
Funds" or "TICAF"):
1. Tenor International & Commercial Arbitration Fund, L.P.;
2. Tenor International & Commercial Arbitration Fund A, L.P.;
3. Tenor International & Commercial Arbitration Offshore Fund L.P.;
4. Tenor International & Commercial Arbitration Master Fund L.P., into which Tenor
International & Commercial Arbitration Offshore Fund L.P. invests all its capital;
5. Recompense L.P.; and
6. Recompense Master L.P., into which Recompense L.P. invests all its capital.
Associates II serves as the general partner for the following investment fund:
1. Tenor International & Commercial Arbitration Fund II, L.P.;
2. Tenor International & Commercial Arbitration Offshore Fund II L.P.;
3. Tenor International & Commercial Arbitration Master Fund II L.P., into which Tenor
International & Commercial Arbitration Offshore Fund II L.P. invests all its capital; and
4. Recompense II L.P., organized under the laws of the Cayman Islands, and Recompense
Master II L.P., into which Recompense II L.P. invests all its capital.
Associates III serves as the general partner for the following closed
end investment fund:
1. Tenor Metric Co-Invest Fund LP.;
The Continually Offered Funds, TICAF, TICAF II and Metric Fund are each referred to individually
as a "Fund" and collectively as the "Funds". The Tenor Advisors have full discretionary authority
with respect to investment decisions, and their advice with respect to the Funds is made in
accordance with the investment objectives and guidelines set forth in each Fund's respective
offering memorandum and/or pursuant to the investment management agreements entered into
between each Fund and Tenor Capital. Tenor Capital also provides certain management and
administrative services to all of the Funds.
Investment Strategies and Types of Investments
Tenor Capital's investment strategy with respect to the Tenor Opportunity Funds is to employ a
variety of strategies primarily focused on credit, volatility and equity relative value. These
strategies include convertible arbitrage, capital structure arbitrage, volatility and credit relative
value, and special situation investment strategies. The Tenor Opportunity Funds generally invest
in securities issued by entities that reside in the Americas, Europe and Asia. The securities traded
by the Tenor Opportunity Funds include, but are not limited to, listed securities, privately placed
securities, over-the-counter contracts or other types of financial instruments, including bank loans,
cash and derivative securities.
The Continually Offered Funds other than the Tenor Opportunity Funds (the "Tenor Legacy Funds")
only hold certain "legacy" investments (including illiquid investments) and do not currently make
new investments other than adding to existing positions. The Tenor Legacy Funds previously had
similar investment programs to the Tenor Opportunity Funds.
Tenor Capital's investment strategy with respect to the TICAF Funds is to invest primarily in
international and commercial arbitrations in attractive and suitable jurisdictions around the world,
including the United States.
The investment objective of the Metric Fund is to generate attractive risk-adjusted returns by
investing in privately negotiated convertible bonds and other financing solutions designed to
facilitate acquisitions by special purpose acquisition companies ("SPACs").
Please see Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss below for a more
detailed description of the investment strategies pursued and types of investments made by the
Funds.
The descriptions set forth in this brochure of specific advisory services that we offer to the Funds,
and investment strategies pursued, and investments made by us on behalf of the Funds, should not
be understood to limit in any way our investment activities. We may offer any advisory services,
engage in any investment strategy and make any investment, including any not described in this
brochure, that we consider appropriate, subject to each Fund's investment objectives and guidelines.
The investment strategies we pursue are speculative and entail substantial risks. The Funds should
be prepared to bear a substantial loss of capital. There can be no assurance that the investment
objectives of any client will be achieved.
Tenor Capital does not participate in Wrap Fee Programs.
This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities.
The securities of the Funds are offered and sold on a private placement basis under exemptions
promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws.
Significant suitability requirements apply to prospective investors in the Funds, including
requirements that they be "accredited investors" as defined in Regulation D, "qualified purchasers"
as defined in the Investment Company Act, or non-"U.S. Persons" as defined in Regulation S.
Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an
offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will
be made only by means of a confidential private placement memorandum.