Identify your principal owner(s).
Founded in August of 2008, Marblegate Asset Management, LLC
(“Marblegate”) is a Delaware limited liability company.
Marblegate provides discretionary advisory services to its advisory clients,
which are pooled investment vehicles organized as private investment funds.
Marblegate may from time to time also provide discretionary advisory
services to institutional managed accounts that may be organized as private
investment funds. Advisory Clients may be structured as hedge funds, private
equity funds, or hybrid funds.
Specifically, Marblegate serves as the investment manager of: (i) Marblegate
Special Opportunities Fund, L.P., a Delaware limited partnership (“Special
Opportunities Onshore Fund,” a domestic feeder) and Marblegate Special
Opportunities Fund, Ltd., a Cayman Islands exempted company (a non-U.S.
feeder), which are feeder funds to Marblegate Special Opportunities Master
Fund, L.P., a Cayman Islands exempted limited partnership (the “Special
Opportunities Master Fund”); (ii) Marblegate Partners Onshore Fund I, L.P.
(a domestic feeder organized as a Delaware limited partnership) and a non-
U.S. feeder, Marblegate Partners Offshore Fund I, L.P., a Cayman Islands
exempted limited partnership (collectively, the “Partners I Feeders”), which
are closed-end feeder funds to Marblegate Partners Master Fund I, L.P. and
Marblegate Partners Master Fund II, L.P., both of which are Cayman Island
limited partnerships (collectively, the “Partners I Funds”); (iii) Marblegate
Partners Onshore Fund II, L.P., a domestic feeder organized as a Delaware
limited partnership, and Marblegate Partners Offshore Fund II, L.P., a
Cayman Islands limited partnership offshore feeder, both of which are feeders
to Marblegate Partners II Master Fund I, L.P. and Marblegate Partners II
Master Fund II, L.P, and Marblegate Partners Offshore Fund II AIV, L.P., an
alternative investment vehicle (AIV) of the offshore feeder fund organized as
a Cayman Islands limited partnership, which invests all of its assets in
Marblegate Partners II Master Fund I, L.P. (collectively, the “Partners II
Funds”), and (iv) Marblegate Strategic Opportunities Fund I, L.P., a Cayman
Islands limited partnership feeder to Marblegate Strategic Opportunities
Master Fund I, L.P., a Delaware limited partnership (collectively, the
“Strategic Opportunities Funds”). The Partners I Funds, the Partners II Funds,
and the Strategic Opportunities Funds operate as closed-ended drawdown
funds, pursuing the same or similar strategy as the Special Opportunities
Master Fund. Marblegate also serves as the Investment Manager of: (i)
Marblegate Tactical Opportunities Fund II Offshore, L.P., a U.S. feeder
organized as a Delaware limited partnership, which is a feeder fund to
Marblegate Tactical Master Fund I, L.P., and Marblegate Tactical Master
Fund II, L.P, each Delaware limited partnerships (collectively, the “Tactical
II Funds”); (ii) Marblegate Tactical Opportunities Fund III Onshore, L.P., a
U.S. feeder organized as a Delaware limited partnership and Marblegate
Tactical Opportunities Fund III Offshore, L.P., a non-U.S. feeder organized
as a Cayman Islands exempted limited partnership, which are feeder funds to
Marblegate Tactical III Master Fund I, L.P., which is organized as a Cayman
Islands exempted limited partnership and Marblegate Tactical III Master Fund
II, L.P., which is organized as a Delaware limited partnership (collectively,
the “Tactical III Funds”); (iii) Marblegate Cobblestone Fund I, LP, a Cayman
Islands limited partnership feeder to Marblegate Cobblestone Master Fund I,
LP., a Delaware limited partnership (collectively, the “Cobblestone Fund”);
and (iv) Marblegate Partners II Offshore Overflow Fund, L.P., an offshore
feeder organized as a Cayman Islands limited partnership, which is a feeder
to Marblegate Partners II Overflow Master Fund, L.P., a Delaware limited
partnership (collectively, the “Partners II Overflow Funds”). The Cobblestone
Fund, the Tactical II Funds, the Tactical III Funds and the Partners II Overflow
Funds (collectively the “Co-Investment Funds”), are privately offered closed-
end co-investment funds. The feeder funds listed above operate via a “master-
feeder” structure, such that the feeders each contribute, either directly or
indirectly, all of their assets to a master fund or master funds with all
investments made at the master fund level. In an effort to most efficiently
achieve the respective Advisory Client’s investment objective, as determined
by Marblegate in its sole discretion, certain feeders invest in intermediate
funds and/or other special purposes vehicles organized and controlled by
Marblegate or affiliates. The various feeder funds listed above, together with
the various master funds listed above, including the Special Opportunities
Master Fund, Tactical II Funds, Tactical III Funds, Partners I Funds, the
Partners II Funds, the Partners II Overflow Funds, the Strategic Opportunities
Fund, and the Cobblestone Fund, are collectively referred to herein as the
“Marblegate Funds”, the “Funds” or “Advisory Clients.”
An affiliate of Marblegate serves as the general partner to each of the
Marblegate Funds. More specifically, either Marblegate Special Opportunities
GP, LLC, Marblegate Strategic Opportunities I GP, LLC, Marblegate Partners
I GP, LLC, Marblegate Partners II GP, LLC, Marblegate Tactical III GP, LLC,
Marblegate Cobblestone I GP LLC, or Marblegate Partners II Overflow GP,
LLC, each a Delaware limited liability company, is the general partner to one
or more of the Marblegate Funds (collectively the “General Partner”). It
should be noted that the General Partner has the sole power and authority to
manage the business and legal affairs of the Marblegate Funds. The General
Partner is owned by Marblegate Holdings LLC, a Delaware limited liability
company, which is principally owned and controlled by Andrew Milgram and
Paul Arrouet.
Marblegate is owned by Marblegate IM Holdings LLC, a Delaware limited
liability company. Marblegate IM Holdings LLC is principally owned and
controlled by Andrew Milgram and Paul Arrouet.
as specializing in a particular type of advisory service, such as financial
planning, quantitative analysis, or market timing, explain the nature of
that service in greater detail. If you provide investment advice only with
respect to limited types of investments, explain the type of investment
advice you offer, and disclose that your advice is limited to those types of
investments.
Marblegate provides investment advisory services to the Marblegate Funds.
As described in further detail in Item 8.A below, the Advisory Clients seek to
achieve superior risk-adjusted returns through opportunistic investments in
the private credit markets and special situations.
As the investment manager to the Advisory Clients, Marblegate seeks to
purchase high yield and leveraged corporate credits and claims at a discount
to intrinsic value and to realize the value of investments through a combination
of restructuring, recovery and refinancing. Marblegate may also invest in
event-oriented and other distressed special credit and asset situations.
Marblegate’s investment process is typically characterized by a focus on
fundamental credit research. The process generally includes idea generation,
research, enterprise catalyst analysis, investment selection and risk
management. It should be noted that Marblegate has broad and flexible
investment authority with respect to the investment mandates of Advisory
Clients.
Marblegate offers certain persons, including existing investors or Advisory
Clients (including employees or affiliates of Marblegate), strategic investors,
portfolio company management, or other third parties the opportunity to co-
invest in particular investments alongside of the applicable Marblegate
Fund(s) or Advisory Clients, subject to certain restrictions. Marblegate may
raise additional capital through co-investments alongside Advisory Clients
where Marblegate determines, amongst other things, that a particular
investment (i) would result in an Advisory Client(s) exceeding investment
restrictions, (ii) cause the Advisory Client to be overexposed to an investment
based on the Advisory Client’s then-existing portfolio composition or (iii) has
a risk profile that is not appropriate for a full allocation to existing Advisory
Clients. In each case where co-investors participate in an investment, such
co-investors will bear their pro rata share of any expenses associated with such
investment. In accordance with its fiduciary duty, Marblegate must allocate
all investment opportunities to its clients on a fair and equitable basis and in
accordance with all relevant guidelines and restrictions
as outlined in the
applicable governing documents and agreements with existing Advisory
Clients and investors. If a particular investment opportunity falls within the
investment objective of more than one Marblegate entity, then Marblegate will
allocate such opportunity (including co-investment opportunities) on a basis
that Marblegate reasonably determines in good faith to be fair and reasonable.
In allocating co-investment opportunities to existing and prospective
investors, Marblegate considers factors such as an investor’s expressed desire
to participate in co-investments, Marblegate’s assessment of the prospective
co-investor’s knowledge and experience in financial and business matters
necessary to make them capable of evaluating the merits and risks of the
prospective investment including the perceived ability to quickly execute on
transactions, and other factors determined by Marblegate in its sole discretion.
In addition to Marblegate’s right to permit one or more investors to invest in
transactions in which Advisory Clients invest, existing and prospective
investors should note that Marblegate may offer co-investment opportunities
in its sole discretion, is not expected to offer co-investment to all existing
Advisory Clients or Fund investors and may allocate any such opportunities
in its sole discretion. Marblegate will also determine, in its sole discretion,
whether an Advisory Client, Fund, or Fund investors that did not participate
in the original investment will be entitled to participate in subsequent or
follow-on investments. The allocation of co-investment opportunities and
follow-on investments may involve a benefit to Marblegate including, without
limitation, fees and additional investment in private fund clients or a new
Advisory Client relationship. Current and prospective Advisory Clients and
private fund investors are invited to discuss our co-investment policies and
procedures with us.
Certain of the Marblegate Funds may impose reasonable mandates,
guidelines, or restrictions relating to investments. For example, certain
Advisory Clients impose limits on concentration, risk, and exposure that may
be different from those in other Marblegate Funds. While Marblegate
currently does not advise managed accounts, Marblegate may advise managed
accounts in the future, and it is possible that such account owner might impose
investment restrictions or might have the right to withdraw all or a portion of
their capital from such managed account on shorter notice and/or with more
frequency than the terms applicable to an investment in private funds.
Each Advisory Client’s structure, investment objective and strategy are set
forth in a confidential private offering memorandum or an investment
advisory agreement, as applicable (collectively “Fund Documents”). Investors
and prospective investors should review the applicable Fund Documents for
further information. Investors in Marblegate’s open-ended Funds may be
subject to notice requirements and gating restrictions related to withdrawals
from a Fund. Marblegate or its affiliated General Partner, in their sole
discretion, may waive or reduce the notice requirements or gating restrictions
for an investor.
Additionally, the General Partner (or one or more of its current or former
affiliates and their respective officers and employees) may invest in the Funds
on terms and conditions that differ from those which apply to other Fund
investors. Such affiliated investors will not be required to maintain their
investment in the Funds but may withdraw all or a portion of their investment
in the Funds from time to time. In addition, Marblegate and its employees or
affiliates are entitled to withdraw all or a portion of their investment at any
time without being subject to the gating and other restrictions on withdrawals.
Marblegate is also the managing member of Marblegate Acquisition LLC, a
Delaware organized limited liability company (the “Sponsor”), the Sponsor of
Marblegate Acquisition Corp., a publicly traded special purpose acquisition
company (a blank check company) traded under the ticker GATE (the
“SPAC”). The SPAC is not an Advisory Client of Marblegate, however, an
Advisory Client of Marblegate is invested in the Sponsor. The SPAC was
formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. While the SPAC may pursue an initial business
combination target in any stage of its corporate evolution or in any industry
or sector, it currently intends to concentrate its efforts on identifying high
quality businesses that have recently undergone a restructuring. As more fully
described in the Form 8-K filed with the SEC, on February 14, 2023, the
SPAC entered into a Business Combination Agreement with the Sponsor,
New MAC, Merger Sub and DePalma Acquisition I, LLC and DePalma
Acquisition II, LLC (the “DePalma Companies”), aggregating vehicles owned
by Marblegate Funds, pursuant to which the parties agreed to a business
combination under which the SPAC will combine with the DePalma
Companies in a series of transactions that will result in New MAC becoming
a publicly-traded company whose shares are expected to trade on the Nasdaq
Global Market (the “Business Combination”). The Business Combination is
subject to requisite stockholder approvals and the fulfilment of other
customary closing conditions. As more fully described in the publicly
available prospectus of the SPAC and in the SPAC’s publicly available
reports on Forms 8-K, 10-Q and 10-K, as part of the Sponsor’s investment in
the SPAC, the Sponsor beneficially owns (i) 3,829,469 shares of Class B
common stock, which will automatically convert into shares of Class A
common stock at the time of the SPAC’s initial business combination (subject
to certain lock-up and other restrictions), (ii) 4,000,000 shares of Class A
common stock (also subject to lock-up and other restrictions) and (ii) 610,000
private placement units purchased in a private placement, with each unit
consisting of one share of Class A common stock and one-half of one warrant,
with each warrant exercisable to purchase one share of Class A common stock
of the SPAC at $11.50 (subject to certain lock-up and other restrictions).
The executive officers of the SPAC are senior employees of Marblegate:
Andrew Milgram is the Chief Executive Officer of the SPAC, Paul Arrouet is
the President, and Jeffrey Kravetz serves as Chief Financial Officer. Further
information about the SPAC and the Sponsor’s investment and role in the
SPAC may be found in the prospectus and other corporate filings of the SPAC
publicly filed with the SEC’s Edgar system.
The descriptions contained herein of specific investment strategies that are or
may be engaged in by the Marblegate Funds should not be understood as in
any way limiting the Marblegate Funds’ investment activities as determined
by Marblegate to be in the best interests of the Marblegate Funds, whether or
not described in this brochure. The Marblegate Funds may from time to time
engage in investment strategies not described herein that Marblegate considers
appropriate.
individual needs of clients. Explain whether clients may impose
restrictions on investing in certain securities or types of securities.
Marblegate generally does not tailor its advisory services to the individual
needs of investors in the Funds.
Marblegate has from time to time entered into letter agreements or other
similar agreements (collectively, “Side Letters”) with one or more investors
in the Funds that provide such investors with additional and/or different rights,
including economic or other terms than those set forth in the Funds
Documents. Such Side Letters may, among other things, contain investment
restrictions.
Additionally, in some cases, Marblegate may tailor its advisory services to the
individual needs of i Advisory Clients with a single limited partner, where
such investor may impose certain investment limitations or restrictions.
management services, (1) describe the differences, if any, between how
you manage wrap fee accounts and how you manage other accounts, and
(2) explain that you receive a portion of the wrap fee for your services.
Marblegate does not participate in wrap fee programs.
manage on a discretionary basis and the amount of client assets you
manage on a non-discretionary basis. Disclose the date “as of” which you
calculated the amounts.
As of December 31, 2023, Marblegate manages $2,599,044,017 of Advisory
Client regulatory assets on a discretionary basis. Marblegate does not
currently manage any Advisory Client assets on a non-discretionary basis.