The Firm
Hildene Capital Management, LLC, a Delaware limited liability company (“HCM”), was founded by Brett
Jefferson in January 2008 to take advantage of opportunities in the stressed/distressed structured finance
market. HCM is a wholly-owned subsidiary of Hildene Holding Company, LLC (“HoldCo”). In turn,
HoldCo is principally owned by Mr. Jefferson and heirs. Neither HoldCo nor HCM is publicly owned or
traded. In March 2022, HCM entered into a strategic relationship with Leucadia Asset Management
(“Leucadia”), a division of Jefferies Financial Group Inc. In connection with the transaction, Leucadia
acquired a non-controlling financial interest in HCM and has and will help seed certain new HCM vehicles
and businesses.
Hildene Collateral Management Company, LLC (“HCMC I”), a Delaware limited liability company, was
founded in December 2016 to provide portfolio and collateral management services to certain issuers of
collateralized debt obligations (“CDOs”). HCMC II, LLC (“HCMC II”), a Delaware limited liability
company, was founded in October 2018 to provide portfolio and collateral management services to certain
issuers of CDOs. HCMC III, LLC (“HCMC III” and, together with HCMC I and HCMC II, collectively,
“HCMC”), a Delaware limited liability company, was founded in December 2019 to provide portfolio and
collateral management services to certain issuers of CDOs. HCMC I, HCMC II and HCMC III are each a
wholly-owned subsidiary of HCMC Holding Company, LLC (“HCMC HoldCo”). HCMC HoldCo is
majority beneficially owned by Brett Jefferson and no person other than Mr. Jefferson beneficially owns
25% or more of HCMC HoldCo’s equity. None of HCMC HoldCo, HCMC I, HCMC II nor HCMC III are
publicly owned or traded.
Hildene Structured Advisors, LLC (“HSA”), a Delaware limited liability company, was founded in October
2017 to provide portfolio and collateral management services primarily to new issue CDOs sponsored by
HSA. HSA is a wholly-owned subsidiary of HoldCo, and is not publicly owned or traded.
Each of HCMC I, HCMC II, HCMC III and HSA are included in Form ADV, Schedule R, as relying advisors,
and are referred to individually herein as a “CM Affiliate” and collectively herein as “CM Affiliates.”
Types of Advisory Services
HCM provides continuous investment management services on a fully discretionary basis to a diverse
array of clients, including institutions and pooled investment vehicles and in limited circumstances, non-
discretionary investment management services. Services provided are consistent with each client’s
investment guidelines as noted in the applicable investment management agreement and/or offering
documents.
HCM primarily provides advice with respect to structured finance opportunities such as collateralized debt
obligations (CDOs), collateralized loan obligations (CLOs), residential mortgage-backed securities (RMBS),
and other types of debt securities or debt obligations backed by the payments from pools of fixed income
instruments. HCM also advises clients on other types of fixed income and equity securities, including,
without limitation, trust preferred securities issued by bank and insurance holding companies and real
estate investment trusts, high yield bonds, syndicated bank loans, mortgage loans, common and preferred
equity of various issuers, consumer loans, multifamily loans and other types of investments. HCM
specializes in complex financial instruments and uncovering overlooked long-term value opportunities
within inefficient markets. With a disciplined, systematic approach, HCM seeks to achieve high risk-
adjusted returns through calculated investments at deeply discounted fundamental values in dislocated
markets. Structured finance investments and other types of investments that HCM advises on can be
complex, opaque and require specialized expertise to analyze.
HCM provides its investment management services through a variety of vehicles, including private funds
and separate accounts. A description of the advisory services HCM provides in respect of these vehicles is
as follows.
Private Funds
Hildene Opportunities Master Fund, Ltd. (“HOF”)
HOF was launched in May 2008 for the purpose of investing and trading primarily in structured finance
securities including collateralized debt obligations, collateralized loan obligations, mortgage-backed
securities, asset-backed securities, bank debt, special situations, high-yield bonds and special situation
equity securities. HOF is part of a “master-feeder” fund structure comprised of investments by two feeder
funds, Hildene Opportunities Fund, LP, a Delaware limited partnership established for U.S. taxable
investors, and Hildene Opportunities Offshore Fund, Ltd., a Cayman Islands-based corporation
established for non-U.S investors and U.S. tax-exempt investors.
HOF’s investment objective is to achieve absolute risk-adjusted returns over an extended period of time
with a minimum correlation to the broadly-based stock and bond indices. HOF invests (directly and
indirectly) primarily in CDOs backed by trust-preferred securities (“TruPS”) issued by small and regional
financial institutions in the United States (including CDOs managed by affiliates of HCM).
HOF invests in securities that are complex and illiquid, and leverage is used in an effort to enhance returns.
Hildene Opportunities Master Fund II, Ltd. (“HOF II”)
HOF II was launched in August 2011 for the purpose of investing and trading primarily in credit-related
opportunities including small and medium-sized corporate credits, single name credits, CLOs, seasoned
residential mortgage-backed securities, asset-backed securities, bank debt, special situations, high-yield
bonds, seasoned ABS CDOs, CRE CDOs, TruPS CDOs and other structured credit investments (including
CDOs managed by affiliates of HCM). HOF II is part of a “master-feeder” fund structure comprised of
investments by two feeder funds, Hildene Opportunities Fund II, LP, a Delaware limited partnership
established for U.S. taxable investors, and Hildene Opportunities Offshore Fund II, Ltd., a Cayman Islands-
based corporation established for non-U.S investors and U.S. tax-exempt investors.
HOF II’s investment objective is to achieve absolute risk-adjusted returns over an extended period of time
with a minimum correlation to the broadly-based stock and bond indices. To do this, HOF II primarily
invests in credit-based securities, applying a thorough and multi-faceted fundamental valuation of the
underlying structure. This entails an in-depth analysis of the legal components, a detailed analysis of the
underlying cash flows and a thorough understanding of the overall credit risk of the underlying
investment.
HOF II invests in securities that are complex and illiquid, and leverage is used in an effort to enhance
returns.
Hildene Private Credit Fund I, LP (“HPCF”)
HPCF was launched in January 2022, and completed its first close in November 2022. The fund was formed
for the purpose of investing and trading primarily in residential, multifamily and consumer/specialty assets
through the formation of unique, exclusive or limited access strategic relationships with operating partners
that are actively involved in the origination, sourcing, monitoring, servicing or securitizing of residential,
multifamily and consumer loans. HPCF’s investment objective is to achieve absolute risk-adjusted returns
with low correlation to traditional fixed income and equity benchmarks through a combination of current
income and capital appreciation.
Hildene Private Credit Rated Feeder Fund I, LP was formed in September 2023 and will invest all of its
investable assets in limited partner interests of HPCF.
HPCF invests in securities that are complex and illiquid, and leverage may be used in an effort to enhance
returns.
HCM 2021-1, LLC
In January 2021, Hildene launched HCM 2021-1, LLC, a co-investment vehicle established to acquire
multifamily credit investments, predominantly "B-pieces" backed by Freddie Mac loans.
Hildene TruPS Co-Invest Fund, LP (“TruPS Co-Invest Fund”)
In October 2022, Hildene launched the TruPS Co-Invest Fund for the purpose of investing in certain TruPS
CDOs.
Bryant Park Credit Funds
Bryant Park Credit Fund I, LP (previously known as Hildene Rated Credit Fund I, LP) and Bryant Park
Credit Fund II, LP (previously known as Hildene Rated Credit Fund II, LP) were formed in September
2022, Bryant Park Credit Fund III, LP (previously known as Hildene Rated Credit Fund III, LP) was formed
in May 2023 and Bryant Park Credit Fund IV, LP was formed in December 2023. Bryant Park Credit Fund
I, LP, Bryant Park Credit Fund II, LP, Bryant Park Credit Fund III, LP and Bryant Park Credit Fund IV, LP
are collectively referred to herein as the “Bryant Park Credit Funds.” The Bryant Park Credit Funds’
investment objective is to generate superior risk-adjusted returns primarily by investing in TruPS,
including both TruPS CDOs and single name TruPS.
Separate Accounts
HCM manages separate accounts for institutional clients. These separate accounts invest primarily in
structured finance opportunities, including CDOs and CLOs, preferred stock and subordinated debt issued
by banks or bank holding companies, high yield bonds, and other types of credit-related assets. Specific
investment strategies employed by HCM in connection with any separate account are memorialized in an
advisory services contract with the account holder.
Notwithstanding the foregoing, HCM generally retains the authority to invest and trade on behalf of its
clients in a wide variety of instruments and securities of all kinds and descriptions, whether privately
placed or publicly traded, including, but not limited to, common or preferred stock, bonds
and other debt
securities (including U.S. government and agency securities), convertible securities, accounts receivable,
notes, interests in other investment funds and vehicles, loans and loan participations (including second lien
or mezzanine loans on a secured or unsecured basis), instruments issued by distressed companies, limited
partnership or limited liability company interests, repurchase agreements with respect to any securities,
mutual fund shares, closed-end investment funds, options, warrants, commodities, futures contracts,
currencies (including forward contracts therein), derivative products of all types (including interest rate
and currency derivatives, total return swaps, credit default swaps and other types of swaps, forward
contracts and structured/indexed securities), monetary instruments and cash and cash equivalent
investments.
Reinsurance Accounts
In August 2022, Hildene established Hildene Re SPC, Ltd. (previously known as Ludlow Re SPC, Ltd.), a
Class B-III licensed insurance company domiciled in the Cayman Islands (“Hildene Re”). Hildene Re is
currently owned directly and indirectly by Hildene accounts as well as principals and employees of
Hildene. Hildene Re has entered into reinsurance contracts to reinsure fixed index annuities through quota
share agreements with two U.S.-based insurance companies. Hildene expects Hildene Re to continue to
enter into additional reinsurance transactions in the future. In connection with Hildene Re’s reinsurance
business, Hildene manages one or more separate accounts that invest insurance- and reinsurance-related
capital (“Hildene Insurance Accounts”). Among other things, Hildene Insurance Accounts invest in
securities of issuers affiliated with Hildene accounts, including asset back securities issued and other debt
securities and instruments issued (as part of a financing, refinancing or similar transaction) by other
Hildene accounts. Hildene Insurance Accounts also provide financing to other Hildene accounts from time
to time.
Other Clients
HCM may also from time to time manage other accounts which utilize investment strategies that may or
may not be similar to strategies employed by HCM on behalf of existing clients.
Tailored Advice and Investment Restrictions
HCM offers investment strategies through a variety of vehicles, including separate accounts and private
funds. HCM may agree to tailor its advice in respect of separate account clients on a client-by-client basis,
and may agree to impose reasonable restrictions on the types of investments made on behalf of such
account. HCM’s investment advice in respect of the private funds it manages is governed by the offering
materials and governing documents of such funds, and is not tailored to specific investors in such funds.
On occasion, investment opportunities may be identified which are larger than existing capacity for a fund.
In such circumstances, HCM may allow specific clients and/or fund investors to participate directly in such
investments, either on a standalone basis or alongside an investment by the fund. Any such opportunities
are presented only to individual clients or fund investors who are sophisticated enough to understand both
the risks of the investment and the risk to the client from direct exposure to the same investment held
within the fund. Such opportunities may also be offered to prospective clients.
Relying Advisers
Hildene Collateral Management Company, LLC
HCMC I is primarily engaged in the business of providing portfolio and collateral management services to
various CDO issuers. HCMC I currently acts as collateral manager for the following CDO issuers: Trapeza
CDO I, LLC, Trapeza CDO III, LLC, Trapeza CDO IX, Ltd., Trapeza CDO X, Ltd., Trapeza CDO XI, Ltd.,
Trapeza CDO XII, Ltd. and Trapeza CDO XIII, Ltd. (collectively, the “Trapeza CDOs”); and Alesco
Preferred Funding X, Ltd., Alesco Preferred Funding XI, Ltd., Alesco Preferred Funding XII, Ltd., Alesco
Preferred Funding XIII, Ltd., Alesco Preferred Funding XIV, Ltd., Alesco Preferred Funding XV, Ltd.,
Alesco Preferred Funding XVI, Ltd. and Alesco Preferred Funding XVII, Ltd. (collectively, with Alesco
Preferred Funding IX, Ltd., the “Alesco CDOs”). The management rights in respect of the Trapeza CDOs
were acquired from Trapeza Capital Management, LLC and its affiliates between March 6, 2017 and June
8, 2017. The management rights in respect of the Alesco CDOs were acquired from affiliates of Fortress
Investment Group LLC on November 27, 2018. The Trapeza CDOs and Alesco CDOs are each governed
by an indenture and collateral management agreement that sets forth the manner in which each CDO is to
be managed, including types of eligible collateral, investment objectives and risk criteria. HCMC I is
entitled to fees for its services and such fees will be indirectly borne by clients to the extent the clients invest
in HCMC I-managed CDOs.
HCMC II, LLC and HCMC III, LLC
HCMC II and HCMC III are primarily engaged in the business of providing portfolio and collateral
management services to various CDO issuers. HCMC II currently acts as collateral manager for the
following CDO issuers: Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding VI, Ltd., Taberna
Preferred Funding VIII, Ltd. and Taberna Preferred Funding IX, Ltd. (the “HCMC II Taberna CDOs”).
HCMC II previously served as collateral manager to Taberna Preferred Funding III, Ltd. and Taberna
Preferred Funding VII, Ltd., which were liquidated pursuant to their terms in 2023.
HCMC III currently acts as collateral manager for the following CDO issuers: Taberna Preferred Funding
I, Ltd., Taberna Preferred Funding II, Ltd. and Taberna Preferred Funding V, Ltd. (together with the HCMC
II Taberna CDOs, collectively, the “Taberna CDOs”). HCMC III also serves as collateral manager for Alesco
Preferred Funding IX, Ltd. (“Alesco IX”), which HCMC III assumed the management rights to on March
15, 2021. The management rights in respect of the Taberna CDOs were acquired from affiliates of Fortress
Investment Group LLC on March 26, 2020.
The Taberna CDOs and Alesco IX are each governed by an indenture and collateral management agreement
that sets forth the manner in which each CDO is to be managed, including types of eligible collateral,
investment objectives and risk criteria. HCMC II and HCMC III are entitled to fees for its services and such
fees will be indirectly borne by clients to the extent the clients invest in HCMC II- or HCMC III-managed
CDOs.
Hildene Structured Advisors, LLC
HSA is primarily engaged in the business of providing portfolio and collateral management services to
new issue CDOs sponsored by Hildene clients. As of March 31, 2024, HSA acts as collateral manager or
collateral servicer on eight securitization transactions: Hildene TruPS Securitization 2018-1, Ltd. (“HITR
2018-1”); Hildene TruPS Securitization 2019-2, Ltd. (“HITR 2019-2”); Hildene TruPS Securitization 2020-3,
Ltd. (“HITR 2020-3”); Hildene TruPS Securitization 4, Ltd. (“HITR 4”); Hildene TruPS Securitization 5, Ltd.
(“HITR 5”); Hildene TruPS Resecuritization 2019-P10B, LLC (“HITRR P10B”); Hildene TruPS
Resecuritization 2019-P12B, LLC (“HITRR P12B”); and Hildene TruPS Resecuritization A4B, LLC (“HITRR
A4B”). HSA has also sponsored and currently manages two other pre-securitization warehouse vehicles in
anticipation of one or more future securitization transactions: HITR Quattro, Ltd. (previously known as
Hildene TruPS Securitization 2021-4, Ltd.) (“HITR Quattro”); and Hildene Financials Securitization 2020-
1, Ltd. (“HIFI 2020-1”). HSA also provides portfolio and collateral management services to a CDO issuer,
Hildene Community Funding CDO, Ltd. (“HCOMF”, together with HITR 2018-1, HITR 2019-2, HITR 2020-
3, HITR 4, HITR 5, HITRR P10B, HITRR P12B, HITRR A4B, HITR Quattro, and HIFI 2020-1, collectively,
the “HSA CDOs”), the management rights in respect of which were acquired from StoneCastle Investment
Management, LLC on August 4, 2020. HSA has entered into an investment management agreement,
collateral management agreement and/or collateral servicing agreement with each of the HSA CDOs that,
together with any applicable indentures, sets forth the manner in which each HSA CDO is to be managed,
including types of eligible collateral, investment objectives and risk criteria. HSA is responsible for the
selection of any securities to be acquired and held by each of the HSA CDOs as collateral. Certain clients
of Hildene, including HOF, HOF II, TruPS Co-Invest Fund, the Bryant Park Credit Funds and certain
separately managed accounts, invest in one or more of the HSA CDOs, and will likely invest in future
warehouses or CDOs managed by HSA, provided that such clients will not be subject to any underlying
management or incentive fees charged by HSA.
Wrap Fee Programs
Hildene does not offer or participate in any wrap fee programs.
Client Assets Under Management
As of December 31, 2023, Hildene managed client assets on a discretionary basis in the approximate amount
of $14,662,175,000, including (i) approximately $5,450,302,000 of private fund and separately managed
account assets managed by HCM; (ii) approximately $7,545,234,000 aggregate par notional value of
collateralized debt obligations managed by HCMC; and (iii) approximately $1,666,639,000 aggregate par
notional value (or fair value, if available) of collateralized debt obligations (“Sponsored CDO AUM”)
managed by HSA. To avoid double-counting of client assets under management, Sponsored CDO AUM
excludes the fair market value of securities issued by HSA-sponsored CDOs that are retained by other
Hildene clients. As of December 31, 2023, Hildene managed approximately $10,639,000 client assets on a
non-discretionary basis.