Black Diamond Capital Management, L.L.C. (“Black Diamond” or “BDCM”), a Delaware limited
liability company, provides investment advice and other services to affiliated entities (each, a
“Black Diamond Affiliate”) for use by such Black Diamond Affiliates in advising and managing
the accounts of their respective clients. Black Diamond Holdings, LLLP (“BDH”) and Black
Diamond Advisors, LLLP (“BDA”), each a United States Virgin Islands limited liability limited
partnership, Black Diamond Capital Management Limited (“BDCML”), a company incorporated
in the United Kingdom and BDCM India LLP, an India limited liability partnership (“BDI”)
(collectively, the “Black Diamond Service Affiliates”), also generate investment advice and/or
provide investment advice and other services to Black Diamond Affiliates for use by such Black
Diamond Affiliates in advising and managing the accounts of their respective clients. Reference
in this Brochure to “Black Diamond” includes reference to the Black Diamond Service Affiliates
and Black Diamond Affiliates unless the context clearly indicates otherwise. All of the foregoing
services are provided on behalf of Black Diamond Affiliates as follows:
(1) BDCM Fund Adviser, L.L.C. acts as the general partner of and/or investment adviser to one
domestic private investment fund. In addition, BDCM Fund Adviser, L.L.C. acts as the investment
adviser to another offshore private investment fund, which invests through a special purpose
master fund (“Special Purpose Master Fund”), for which BDCM Fund Adviser, L.L.C. also acts
as investment adviser. These two investment funds and the master fund are referred to collectively
as the “Legacy Hedge Funds.”
(2) Black Diamond Credit Strategies Fund Adviser, L.L.C. acts as the general partner of and/or
investment adviser to two private investment funds (one domestic feeder fund and one offshore
feeder fund) each investing through one common master fund for which Black Diamond Credit
Strategies Fund Adviser, L.L.C. also acts as investment adviser. These two investment funds and
the one master fund are referred to collectively as the “Credit Strategies Hedge Funds”, and
together with the Legacy Hedge Funds, the “Hedge Funds”.
(3) BDCM Opportunity Fund II Adviser, L.L.C., BDCM Opportunity Fund III Adviser, L.L.C.,
BDCM Opportunity Fund IV Adviser, L.L.C. and BDCM Opportunity Fund V Adviser, L.L.C.
each, respectively, acts as the investment adviser to a domestic private investment fund and an
offshore private investment fund that invests substantially all of its assets into such domestic
private investment fund. These funds are referred to collectively as the “Opportunity Funds.”
Fusion GP Coinvest, L.L.C. acts as the investment adviser and general partner to a domestic private
investment fund formed to co-invest alongside certain Opportunity Funds in a portfolio investment
(“Fusion” or the “Co-Investment Fund”).
(4) BDCM Opportunity Fund II GP, L.L.C., BDCM Opportunity Fund III GP, L.L.C., BDCM
Opportunity Fund IV GP, L.L.C. and BDCM Opportunity Fund V GP, L.L.C. each, respectively,
acts as the general partner of a domestic Opportunity Fund and each is a Black Diamond Affiliate.
BDCM also acts as the general partner of a domestic private investment fund which holds certain
equity interests and promissory notes issued by a former portfolio company of BDCM Opportunity
Fund, L.P. (“Investment L.P.”).
(5) BDCM Strategic Capital Fund I Adviser, L.L.C. and BDCM Strategic Capital Fund I GP,
L.L.C. each, respectively, acts as the investment adviser and general partner to a domestic private
investment fund and an offshore private investment fund that invests substantially all of its assets
into such domestic private investment fund. These funds are referred to collectively as the
“Strategic Capital Funds.” The Strategic Capital Funds and the Opportunity Funds are collectively
referred to as “Closed End Funds”).
(6) Black Diamond CLO 2012-1 Adviser, L.L.C., Black Diamond
CLO 2013-1 Adviser, L.L.C.,
Black Diamond CLO 2014-1 Adviser, L.L.C., Black Diamond CLO 2015-1 Adviser, L.L.C., Black
Diamond CLO 2016-1 Adviser, L.L.C., Black Diamond CLO 2017-1 Adviser, L.L.C., Black
Diamond CLO 2017-2 Adviser, L.L.C., Black Diamond CLO 2019-1 Adviser, L.L.C., Black
Diamond CLO 2019-2 Adviser, L.L.C., Black Diamond CLO 2021-1 Adviser, L.L.C., Black
Diamond CLO 2022-1 Adviser, L.L.C. Black Diamond CLO 2023-1 Adviser, L.L.C and Black
Diamond CLO 2023-2 Adviser, L.L.C, each, respectively, acts as the collateral manager of a
collateralized loan obligation vehicle or vehicle in the warehouse stage (the “BD CLOs”).
(7) GSC Acquisition Holdings, L.L.C. (“GSCAH”), acts as the collateral manager of fund
complexes of collateralized debt obligations, which are comprised of the “GSC US CDOs,” and
the “ABS CDOs,” collectively, the “GSC CDOs.” The BD CLOs and the GSC CDOs are
collectively referred to as the “CLOs.”
(8) Black Diamond also provides services to GSCP (NJ), L.P., an investment adviser affiliated
with GSC Group, Inc., pursuant to a Services Agreement between GSACH and GSCP (NJ), L.P.
(the “Services Agreement”).
Black Diamond identifies investment opportunities, primarily in the credit markets, for the clients
of the Black Diamond Affiliates and participates in the acquisition, monitoring and disposition of
their investments. The individual needs of the investors in the funds managed by Black Diamond
Affiliates (the funds are generally referred to as “clients” in this Brochure) are not the basis of
Black Diamond’s investment advice, and investment advice is provided to the clients of the Black
Diamond Affiliates, not the investors in such clients.
The Black Diamond Affiliates have the right to enter and have entered into agreements, such as
side letters, with certain underlying investors of certain clients that may provide for terms of
investment that are more favorable than the terms provided to other underlying investors of such
clients. Such terms may include, among other items, the waiver or reduction of management fees
and/or incentive fees/allocations, the provision of additional reports and rights related to legal or
regulatory requirements applicable to specific investors.
The Black Diamond Affiliates and the Black Diamond Service Affiliates are not separately
registered as investment advisers with the SEC, but are relying on the SEC registration of BDCM,
with which they are under common supervision and control. All investment advisory activities of
the Black Diamond Affiliates and the Black Diamond Service Affiliates are subject to the Advisers
Act and the rules thereunder. Persons acting on behalf of the Black Diamond Affiliates and Black
Diamond Service Affiliates perform such activities under common supervision and control with
BDCM and are subject to the Code of Ethics and Compliance Manual of BDCM.
The Black Diamond Affiliate originally named Black Diamond Capital Management, L.L.C., now
known as “BDCM Fund Adviser, L.L.C.”, has been advising clients since January 1995. Since
October 2006, Black Diamond has provided investment advisory services on behalf of the Black
Diamond Affiliates for the benefit of the Black Diamond clients. Since October 2011, the Black
Diamond Service Affiliates have provided investment advisory services on behalf of the Black
Diamond Affiliates for the benefit of the Black Diamond clients.
The only principal owner (defined as a person who owns 25% or more) of BDCM is Black
Diamond Capital Holdings, L.L.C. SD Investments, LLC is the only majority owner of Black
Diamond Capital Holdings, L.L.C. Stephen H. Deckoff owns 100% of SD Investments, LLC.
As of December 31, 2023, Black Diamond’s regulatory assets under management are
approximately $10,817,390,771, all of which is managed on a discretionary basis. This figure
excludes assets for which Black Diamond provides investment advisory services to GSCP (NJ),
L.P. pursuant to the Services Agreement.