Mason is a Delaware limited liability company established in July 2000 by Michael E. Martino and Kenneth M.
Garschina, who are the owners of Mason. Mason’s offices are located in New York, New York. Mason provides
investment management services on a discretionary basis to privately offered investment vehicles, and from
time to time may also provide investment management services to one or more separately managed accounts.
As of December 31, 2023, Mason had regulatory assets under management of $1,957,596,252, all of which
Mason managed on a discretionary basis.
Mason currently manages two private fund structures (together, the “Mason Funds” or the “Funds”): (1) a
master-feeder fund structure comprised of two feeder funds – Mason Capital, L.P., a Delaware limited
partnership (the “Onshore Fund”) and Mason Capital, Ltd., a Cayman Islands exempted company (the “Offshore
Fund”) – which invest their assets in Mason Capital Master Fund, L.P. (the “Master Fund”), a Cayman Islands
exempted limited partnership registered under the Exempted Limited Partnership Law (as revised) that
generally invests in event-driven investment opportunities (the Master Fund, the Onshore Fund and the
Offshore Fund collectively will be referred to as the “Event Funds”); and (2) Mason Capital SPV III, LLC, a co-
investment vehicle that invests in certain specifically enumerated municipal debt securities (the “SPV”). In the
future, Mason may provide investment advice to other private funds and/or separately managed accounts for
non-retail institutional investors (collectively, with the Mason Funds, “Mason Clients” or “Clients”).
The Funds will be managed in accordance with their own investment and trading objectives, as described in
their offering documents and governing agreements. Mason does not permit investors in the Funds to impose
limitations on the investment activities described in such documents. Under certain circumstances, Mason may
contract with a Client to adhere to limited risk and/or operating guidelines imposed by that Client. Mason
would negotiate such arrangements on a case-by-case basis. (See Item 16 –InvestmentDiscretion).
Mason Management LLC (the “General Partner”), a Delaware limited liability company, is the general partner
of the Onshore Fund and the Master Fund. Michael Martino and Kenneth Garschina are the managing members
of the General Partner. The General Partner is responsible for managing
the Master Fund’s affairs and has
delegated responsibility for certain management and administrative services to the Investment Manager.
Mason does not participate in a wrap fee program.
TheEventFunds
The vast majority of Mason’s assets under management are invested in the Event Funds. In managing the Event
Funds, Mason’s principal investment objective is to achieve attractive capital appreciation over time, relatively
independent of the returns of the overall equity and debt markets, by the use of a variety of investment
strategies as Mason, in its discretion, chooses, but principally by employing four event-driven investment
strategies: merger arbitrage, distressed securities, credit opportunities and special situations. Mason uses its
experience and knowledge to select, opportunistically, those investments in these four areas which it believes
will generate attractive risk-adjusted returns. Mason, as the investment manager, may, in its sole discretion, use
other investment techniques and strategies which may, in its sole opinion, generate additional capital
appreciation with an acceptable level of risk. There is no guarantee that these objectives will be met.
In efforts to achieve its investment objectives, Mason trades a variety of instruments, including, but not limited
to common stock and other equities and options related thereto, derivative and convertible securities, debt
instruments, warrants, forward and futures contracts, and other instruments.
Mason, in its capacity as investment manager, generally bases its investment decisions on both internally
generated research and research obtained from outside sources. It evaluates the downside/upside potential as
well as, in the case of securities subject to extraordinary corporate activity, the probability of completion of each
transaction in order to calculate the expected return. It may use trading strategies to minimize its loss exposure
in specific situations.
TheSPV
As noted above, the SPV is a co-investment vehicle designed to invest in certain municipal debt securities
specifically enumerated in the SPV’s Operating Agreement. As of the date of this Brochure, the investors in the
SPV are Michael Martino and Kenneth Garschina.
Mason reserves the right to revise and/or add to its existing strategies, and/or implement additional strategies,
as it sees fit in its role as Investment Manager for the Mason Funds.