AB CarVal Investors, L.P. (“AB CarVal”) is a global asset manager and is a wholly owned subsidiary of AllianceBernstein L.P. AB
CarVal operates independently, subject to governance oversight by AB.
AB is an SEC-registered investment adviser that is owned in turn by two publicly traded companies. Equitable Holdings Inc.
(NYSE:EQH), a publicly traded insurance company, and its subsidiaries own a controlling economic interest in AB. In addition,
a minority economic interest in AB is owned by the public through AllianceBernstein Holding L.P.
By way of background, CarVal Investors was originally formed in 2006 as a continuation of Cargill Value Investment (“CVI”),
which was an internal business unit of Cargill, Incorporated (“Cargill”). Between 1987 and 2006, CVI solely managed
proprietary investments on behalf of Cargill. In 2006, Cargill established CarVal as an independently managed alternative
investment manager to continue and expand upon the investment activities of CVI. CarVal was a 100% owned, independently
managed, indirect subsidiary of Cargill until a management buyout of Cargill’s ownership interest in 2019. Following the
management buyout, the firm was owned indirectly by certain members of the firm’s senior management. On July 1, 2022,
AllianceBernstein L.P. (“AB”) acquired 100% of the ownership interests previously held indirectly by the firm’s senior
management.
AB CarVal provides investment management services on a discretionary or non-discretionary basis to private domestic and
non-U.S. collective investment vehicles which are described below (the “Funds”). Interests in these vehicles are offered
exclusively to investors satisfying applicable eligibility and suitability requirements. From time to time, AB CarVal will also
provide advice to vehicles established for or by a single investor (“single-investor fund,” and collectively with other investment
vehicles, “the Funds”). In addition, AB CarVal became investment manager to a registered investment company for the first
time in 2024 and may serve as investment manager to other registered vehicles in the future.
The Funds invest primarily in one or more of four principal asset classes: Loan Portfolio Investments, Corporate Securities
Investments, Structured Credit and Hard Assets, as well as Special Opportunities Investments. For greater detail on these
strategies, see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss.
In providing services to the Funds, AB CarVal conducts its investment management business in part through its wholly-owned
subsidiaries: CarVal Investors UK Limited (based in London, England, and general partner of CarVal Investors GB LLP, which is
a limited liability partnership regulated by the United Kingdom Financial Conduct Authority), and CarVal Investors Pte. Ltd.
(based in Singapore, holder of a capital markets services license and regulated by the Singapore Monetary Authority) (the
“Subsidiaries”). Each Subsidiary (or in the case of the UK, the limited liability partnership of which the Subsidiary is general
partner) has executed a sub-advisory agreement pursuant to which the Subsidiary provides investment management advice
and expertise regarding local and regional capital markets, public and private transactions, and market participants. In
addition, AB CarVal holds an indirect majority interest in CarVal Wensheng Private Fund Management (Shanghai) Co., Ltd.
(“CarVal Wensheng”), an investment adviser that is based in China and registered as a private equity fund manager with the
Asset Management Association of China. CarVal Wensheng currently provides investment advisory services to a private fund
whose beneficial owners are other CarVal-managed funds.
AB CarVal also conducts investment management business through its wholly owned subsidiary, CarVal CLO Management
LLC (“CCML”), which manages AB CarVal’s collateralized loan obligation (“CLO”) vehicles. These vehicles invest primarily in
broadly syndicated loans.
As of December 31, 2023, AB CarVal
and its subsidiaries employed 205 employees, including support staff.
The Funds
AB CarVal manages multiple Funds. Please note that for the purposes of Form ADV Part 1, AB CarVal reports each master-
feeder arrangement as a Fund. All feeders in these arrangements generally invest on a pro rata basis; there is no substantial
differentiation in Investor holdings. Therefore, individual feeder funds are not included as separate clients in Item 5.C and
5.D of Form ADV Part 1. Since some of the private funds AB CarVal manages have multiple master-feeder arrangements, the
total number of private funds reported in Item 5.C.(1) of Form ADV Part 1 may not correspond to the total number of Funds
AB CarVal reports on other documents including but not limited to marketing documents, private placement memoranda and
official filings with regulators.
In each master-feeder arrangement, various investors (each, an “Investor”) invest in one or more feeder funds which, in turn,
invest capital in the assets the Funds hold, generally through one or more master funds or pooling entities.
Investments in a Fund may be subject to a requirement that the Investor commit capital to the Fund for a given period of
time. In AB CarVal’s current private Funds, commitments range from 6 months to 8 years from a fixed date set forth in the
relevant governing documents, depending on the Fund. Each Fund may have different liquidity and/or redemption terms. AB
CarVal also advises a registered investment company that operates as an interval fund, offering quarterly liquidity of between
5% and 25% of the fund’s net asset value. Further information can be found in each Fund’s private placement or offering
memorandum, limited partnership agreement (“LPA”), subscription agreements, investment management agreements
and/or other governing documents, as applicable (the “Offering Documents”). In its capacity as investment manager or sub-
adviser to the Funds, AB CarVal is responsible for executing each Fund’s investment objectives and strategy.
As of December 31, 2023, AB CarVal’s total discretionary assets under management are $ 15,270,548,707. In addition, AB
CarVal currently manages certain investments on a non-discretionary basis, and certain Funds are non-discretionary funds.
As of December 31, 2023, AB CarVal’s total non-discretionary assets under management are $ 683,694,764. Assets under
management including both discretionary and non-discretionary accounts are $ 15,954,243,471.1 AB CarVal’s Regulatory
Assets Under Management (as defined in Form ADV Part 1) are $ 20,428,486,178.
AB CarVal does not participate in wrap fee programs.
1 AUM is comprised of fee-earning AUM and fee-eligible AUM. Fee-earning AUM includes those assets currently eligible to
generate management fees. Fee-eligible assets includes capital that is committed to an AB CarVal Fund, but is currently
uncalled or recallable. The number represented here excludes assets under AB CarVal’s management that are not
generating fees due to the maturity of the Fund.
Apart from non-discretionary accounts and Funds, AB CarVal generally has broad and flexible discretion with respect to
investment decisions made for the Funds, and also with respect to the selection of brokers, dealers and other counterparties
for such investments, and the amount of commissions or other compensation to be paid by the Funds. AB CarVal provides
investment advisory services to the Funds based on the particular investment objectives and strategies described in the
applicable Fund’s Offering Documents.
All discussions of the Funds in this Brochure, including but not limited to their investments, the strategies used in managing
the Funds, the fees and other costs associated with an investment in the Funds, investor suitability standards and conflicts of
interest faced by AB CarVal in connection with management of the Funds, are qualified in their entirety by reference to each
Fund’s respective Offering Documents.