Maranon Capital, L.P. (“Maranon Capital”) is a private investment management firm
that, together with certain of its affiliates (collectively “Maranon”), including the affiliates listed
on Appendix A, operates as a single advisory business. Maranon managed approximately $6,933.7
million in private fund and separately managed account assets as of December 31, 2023. Maranon
commenced operations in May 2007 and initially became registered as an investment adviser with
the SEC on February 6, 2012. This Brochure describes the business practices of Maranon.
Asset Classes
Maranon invests across three principal asset classes:
• “Senior Credit,” which includes senior secured first and second lien debt investments,
predominantly in non-public companies;
• “Mezzanine,” which includes mezzanine investments, predominantly in non-public
companies; and
• “Equity Co-Investment,” which includes non-control equity investments alongside
third-party sponsors, predominantly in non-public companies.
Clients
Maranon provides investment advisory services to its clients, which consist of privately
offered investment funds (such existing and any hereafter formed funds managed by Maranon
Capital or its affiliates, the “Funds”),2 Funds that are organized as issuers of collateralized loan
obligations (collectively, the “CLOs”), clients with separately managed accounts (“Separate
Accounts”), and Maranon Senior Credit IV, LLC (“Senior Credit IV” and, collectively with the
Funds, the CLOs and Separate Accounts, the “Clients”).
• The Funds. Maranon, acting through one or more entities listed on Appendix A, serves
as general partner or managing member of, or in other similar capacity to, certain of
the Funds (in such capacity, the “General Partner”) and has the authority to make
investment decisions for each Fund to which it provides advisory services. The General
Partners have delegated day-to-day advisory responsibilities for each Fund to Maranon
Capital under each Fund’s limited partnership or operating agreement or other
governing document (each a “Fund Agreement”).
• The CLOs. Each CLO is an entity that issues rated notes (“Senior Notes”) and non-
rated notes (the “Equity Notes” and, together with the Senior Notes, the “Notes”)
pursuant to the terms and conditions of an indenture (“Indenture”). The Notes issued
by each CLO are secured by a portfolio consisting primarily of senior secured first and
second lien loans selected and managed by a collateral manager. Pursuant to a collateral
management agreement (“Collateral Management Agreement”), either Maranon
2 Maranon’s Funds (other than the CLOs), as of the date of this Brochure, and their associated general
partners are listed in Appendix B.
Capital or one of its subsidiaries serves as the collateral manager of each CLO.
Additionally, any of Maranon Capital or one of its subsidiaries or affiliates is permitted
to serve as a “risk retention” vehicle by maintaining a financial interest in one or more
of the CLOs.
• The Separate Accounts. Maranon Capital provides advisory services to each Separate
Account under a separately negotiated investment management agreement (each,
together with Collateral Management Agreements, an “Investment Management
Agreement”). Solely for purposes of this Brochure, Maranon Capital includes within
its Separate Accounts, without limitation: (i) third-party investment managers that
have engaged Maranon to provide sub-manager services for a pooled fund or portion
thereof that such third-party adviser has raised and manages and (ii) an entity controlled
by an insurance company for which Maranon provides collateral manager services that
incurs loans secured by a portfolio consisting primarily of senior secured first and
second lien loans selected and managed by the collateral manager.
• Senior Credit IV. Maranon Capital also provides advisory services to Senior Credit IV
and other similarly situated investment vehicles, which are owned by Security Benefit
Corporation, a subsidiary of Eldridge Industries, LLC (“Eldridge”). Senior Credit
IV
provides a source of capital for a number of functions including warehousing Senior
Credit for new CLOs and Separate Accounts, making commitments for future
investments alongside other Clients, and supporting not-yet-funded commitments of
other Clients such as in the case of delayed-draw term loans and revolving lines of
credit.
The Funds that invest in Senior Credit may be referred to collectively as the “Senior Credit
Funds.” The CLOs and Senior Credit Funds may be referred to collectively as the “Senior Funds.”
The Senior Funds, Separate Accounts and any future Funds and/or Separate Accounts that invest
primarily in Senior Credit may be referred to collectively as “Senior Products.”
Advisory Services
Maranon provides advisory services to each Client, including identifying and evaluating
investment opportunities, negotiating the terms of investments, managing and monitoring
investments, interacting with management teams of borrowers and portfolio companies and
achieving dispositions for such investments. In connection with certain investments, the senior
principals or other personnel of Maranon may serve on the boards of directors of the related
portfolio companies or otherwise act to influence the management of such portfolio companies
until Clients exit such investment.
Maranon’s advisory services are detailed in the applicable confidential private placement
memorandum, Offering Circular or other offering documents (each, a “Memorandum”) and Fund
Agreement for each Fund and Investment Management Agreement for each Separate Account and
are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
Other than any Separate Accounts that have been designated as non-discretionary, Maranon
Capital exercises control over investment decisions for Clients on a discretionary basis. Investors
in a Fund (generally referred to herein as “investors” or limited partners”) participate in the
overall investment program for such Fund and do not exercise any control over the Fund’s
investment decisions; provided, however, that, investors in a Fund (other than the CLOs) in certain
circumstances are excused from a particular investment due to legal, regulatory or other agreed-
upon circumstances pursuant to the relevant Fund Agreement; for the avoidance of doubt, such
arrangements generally do not and will not create an adviser-client relationship between Maranon
and any investor in a Fund.
Maranon has entered into, and may enter into additional, bilateral agreements or similar
agreements (“Letter Agreements”) with certain investors that have the effect of establishing
rights under, altering or supplementing the terms of the relevant Fund Agreement, including,
without limitation, informational rights, regulatory matters and variations in fees and carried
interest, with respect to such investors.
The description of Maranon’s advisory services and Clients is not exhaustive. Maranon
may provide other advisory services to other types of Clients not described herein.
Principal Owners
Maranon Capital’s principal owners are Ian Larkin and a subsidiary of Eldridge. Todd
Boehly is the Chairman and Chief Executive Officer and controlling owner of Eldridge.
Eldridge is a private investment firm that owns businesses that operate within a number of
industries, including the financial services industry. Eldridge and certain affiliates have material
business relationships with Maranon Capital, including having invested in and/or providing capital
commitments for one or more of the Funds (including CLOs) and Senior Credit IV.
Maranon believes there are benefits to these relationships, including that Eldridge and its
affiliates have a significant amount of investment experience and access to investment
opportunities, and that Eldridge’s ownership of Maranon may improve Maranon’s ability to
identify and close on profitable investments. For further information on Eldridge and its
relationship with Maranon, please refer to the discussion below under “Methods of Analysis,
Investment Strategies and Risk of Loss” and “Other Financial Industry Activities and Affiliations”.