ZMC is an independent private equity firm originally formed under the laws of the state of Delaware as
a limited liability company and converted to a Delaware limited partnership as of December 23, 2020.
ZMC is 100% owned by its members: Strauss Zelnick, Seymour Sammell, Karl Slatoff, Jordan
Turkewitz and Andrew Vogel.
ZMC serves as an investment adviser and provides discretionary advisory services to private investment
funds and their related parallel funds and certain other related vehicles referred to as AIVs and SPVs
further below (together, the “ZMC Funds”) as well as certain co-investment funds which co-invest
alongside the ZMC Funds in certain Portfolio Investments (as defined below) made by the ZMC Funds
(each, a “Co-Invest Fund” and, together with the ZMC Funds, the “Funds”). The Funds seek to make
private equity investments in middle- market media companies and specifically target special situations,
management turnarounds and transitional growth opportunities. Although investments are made
predominantly in non-public companies, investments in public companies are permitted.
Certain Funds, in certain circumstances, make investments through alternative investment vehicles
(“AIVs”) or special purpose vehicles (“SPVs”) that ZMC and its affiliates form to facilitate investments
for tax, regulatory, or other structuring reasons. The AIVs and SPVs have not been separately reported
or listed herein or in ZMC’s Form ADV Part 1A. Their assets are included in ZMC’s reported regulatory
assets under management, the gross asset values of the Funds to which they relate and the amount of
client funds and securities in custody.
The Funds’ respective general partner entities are affiliated with ZMC (together with any future
affiliated general partner entities, “GP Entities”). Each GP Entity is subject to the Advisers Act pursuant
to ZMC’s registration in accordance with SEC guidance. This Brochure also describes the business
practices of the GP Entities, which operate as a single advisory business together with ZMC.
ZMC was established in 2001 to make private equity investments in media-related companies. From
the formation of ZMC in 2001 until the formation of the ZMC Funds in 2008, affiliates of ZMC made
seven private equity investments in media-related companies (the “Non-ZMC Fund Investments”),
partnering with certain unaffiliated investment firms. ZMC affiliates sourced six of these investment
opportunities and presented each to its equity partners. In addition, an affiliate of ZMC entered into a
management agreement with certain shareholders of Take-Two Interactive Software, Inc. (“Take-Two”)
to oversee and supervise the operations of Take-Two and to provide assistance with respect to
formulating its long-term business strategies, securing, negotiating and structuring financings and
pursuing strategic transactions. ZMC continues to provide management and advisory services to four
of the Non-ZMC Fund Investments.
As of December, 31, 2023, ZMC managed approximately $3,171,637,720 in regulatory assets under
management on behalf of the Funds on a discretionary basis.
In providing services to the Funds, ZMC formulates the investment objective for each Fund, directs and
manages the investment and reinvestment of each Fund’s assets, and provides periodic reports to
investors in each Fund (generally referred to herein as “investors” or “limited partners”). Where such
investments consist of Portfolio Companies, the senior principals or other personnel of ZMC or its
affiliates typically serve on such Portfolio Companies’ respective boards of directors or otherwise act
to influence
control over management of Portfolio Companies in which the Funds have invested.
Investment advice is provided directly to each Fund and not individually to the limited partners,
members or similar investors in any Fund. ZMC’s advisory services to the Funds are detailed in the
relevant private placement memoranda or other offering documents (each, a “Memorandum”),
investment management agreements, limited partnership or other operating agreements of the Funds
(each, a “Fund Agreement” and, together with any relevant Memorandum, the “Governing
Documents”). ZMC manages the assets of each Fund in accordance with the terms of the Governing
Documents.
Investors in the Funds participate in the overall investment program for the applicable Fund, but in
certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-
upon circumstances pursuant to the relevant Fund Agreement; such arrangements generally do not and
will not create an adviser-client relationship between ZMC and any investor. The Funds or the GP
Entities have entered into side letters or other similar agreements (“Side Letters”) with certain investors
that have the effect of establishing rights (including economic or other terms) under, or altering or
supplementing the terms of, the relevant Fund Agreement with respect to such investors.
Additionally, as permitted by the relevant Governing Documents, ZMC expects to provide (or agree to
provide) investment or co-investment opportunities (including the opportunity to participate in co-invest
vehicles) to certain current or prospective investors or other persons, including other sponsors, market
participants, finders, consultants and other service providers, ZMC’s personnel and/or certain other
persons associated with ZMC and/or its affiliates (e.g., a vehicle formed by ZMC’s principals to co-
invest an annually specified percentage alongside a particular Fund’s transactions). Such co-investments
typically involve investment and disposal of interests in the applicable portfolio company at the same
time and on the same terms as the Fund making the investment. However, for strategic and other reasons,
a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of an investment
from one or more Funds after such Funds have consummated their investment in the Portfolio Company
(also known as a post-closing sell- down or transfer), which generally will have been funded through
Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund
by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the
investment to avoid any changes in valuation of the investment, but in certain instances could be well
after the Fund’s initial purchase. Where appropriate, and in ZMC’s sole discretion, ZMC reserves the
right to charge interest on the purchase to the co-investor or co-invest vehicle, and to seek
reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not so
charged or reimbursed, they generally will be borne by the relevant Fund.
Interests in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and the Funds are not registered under the Investment Company Act of 1940, as
amended (the “Investment Company Act”). Accordingly, interests in the Funds are offered and sold
exclusively to investors satisfying the applicable eligibility and suitability requirements of private
transactions within the United States.