Peninsula Capital Partners, LLC (“Peninsula”, the “Firm” or “We”) is an SEC‐registered
investment adviser with its principal place of business in Southfield, Michigan. Although
Peninsula is a registered investment adviser, registration itself does not require and
should not be interpreted to imply any particular level of skill or training.
In business since 1995, Peninsula is wholly‐owned either directly or through trusts
controlled by principals Scott A. Reilly, Managing Partner and Chief Investment Officer;
William Y. Campbell, Senior Partner; and William F. McKinley, Senior Partner. Many of
the senior investment professionals of Peninsula have extensive backgrounds in private
equity/private debt investing and hold designations such as Chartered Financial Analyst
(CFA) and Certified Public Accountant (CPA).
Peninsula provides investment management services solely to committed, closed‐end,
mezzanine capital investment partnerships (hereinafter individually, a “Fund” or a
“Partnership”, and collectively, the “Peninsula Funds”, the “Funds" or the
“Partnerships”). Mezzanine capital is typically subordinated debt or structured equity,
and is a sub‐category of the private equity alternative asset category. Unlike other types
of private funds, such as hedge funds, committed private equity and private debt funds
receive unfunded capital commitments from investors during one or more initial
fundraising stages, after which the funds are generally closed to new investors. The
fund manager will then periodically call on the investors to make capital contributions
(each a “capital call” or “drawdown”), based on their respective capital commitments,
to support the Partnership’s investment activities and operations as stipulated by the
terms of the fund’s organizational documents. As the fund generates income and/or
investments are realized, distributions are made to the investors, again according to
their respective capital commitments.
The Peninsula Funds are structured as limited life investment partnerships, with a
Peninsula affiliate acting as the General Partner and investors participating as Limited
Partners. All Limited Partners are required to be either an “accredited investor”
pursuant to the requirements of the Securities Act of 1933, as amended, and the rules
promulgated thereunder, or a “qualified investor” pursuant to the Investment Company
Act of 1940, as amended, and the rules promulgated thereunder.
PARTNERSHIPS MANAGED:
Peninsula currently manages three mezzanine capital investment partnerships. They
include:
The Peninsula Fund V L.P., which commenced operations on June 1, 2010
(“TPFV”);
The Peninsula Fund VI L.P., which commenced operations on November 16, 2015
(“TPFVI”); and
The Peninsula Fund VII L.P., which commenced operations on February 13, 2020
(“TPFVII”).
In January 2024, Peninsula commenced operations of The Peninsula Fund VIII L.P.
(“TPFVIII”), the Firm’s newest mezzanine capital partnership. TPFVIII pursues the same
investment strategy as, and is structured substantially similar to, Peninsula’s other
investment partnerships identified above.
Each of the Peninsula Funds has, as its General Partner, a limited liability company as
follows:
Fund General Partner Entity
The Peninsula Fund V L.P. Peninsula Fund V Management, L.L.C.
The Peninsula Fund VI L.P. Peninsula Fund VI Management, L.L.C.
The Peninsula Fund VII L.P.
The Peninsula Fund VIII L.P.
Peninsula Fund VII Management, L.L.C.
Peninsula Fund VIII Management, L.L.C.
Each of the General Partner entities engages Peninsula to manage the activities of the
corresponding Fund, and each are owned and controlled by the principals and
investment professionals of Peninsula.
The prior mezzanine capital Partnerships managed by Peninsula, all of which have been
liquidated and hold no assets, are:
The Peninsula Fund L.P., terminated on July 1, 2008;
The Peninsula Fund II L.P., terminated on December 31, 2010;
The Peninsula Fund III L.P., terminated on December 31, 2015; and
The Peninsula Fund IV L.P., terminated on June 30, 2020.
PARTNERSHIP INVESTMENTS:
Investments made by the Peninsula Funds are generally, but not exclusively, in private,
illiquid securities. Each of the Partnerships has been dedicated to providing
subordinated debt and structured equity investments to lower‐middle and middle‐
market operating companies based in the U.S. or Canada (each a “Portfolio Company”)
in connection with a variety of transaction types, including, but not limited to:
Leveraged buyouts;
Management buyouts;
Recapitalizations;
Leveraged dividends;
Growth financings;
Strategic acquisitions; and
Stock buybacks.
The Portfolio Companies in which the Partnerships invest represent a wide range of
industries, including manufacturing, industrial services, consumer products, retail,
food, business services and distribution (subject to potential restrictions tied to the
sale of prior Portfolio Companies, with any such restrictions being limited in time and
scope). Peninsula seeks to identify companies that we determine to be strong
performers within their industry and that have superior management.
We provide many services in conjunction with managing the activities of the
Peninsula Funds. These activities include, but are not limited to:
Identifying operating companies seeking mezzanine capital;
Structuring investment transactions;
Performing in‐depth due diligence on the business, situation and principals
involved with potential investments;
Evaluating add‐on investment opportunities for Partnership Portfolio
Companies;
Liquidating portfolio investments;
Providing periodic audited and unaudited financial reports and tax forms
related to Fund performance and operations; and
Providing fund administration services or engaging a third‐party administrator
to provide such services.
Through our investment documentation, we are provided numerous rights to monitor
and affect a Portfolio Company’s performance and/or actions, including periodic
financial and operational reporting requirements, affirmative and negative covenants,
board observation rights or voting board seats, inspection rights and consent rights to
certain significant business actions.
The Partnerships’ investment objectives are current income production and long‐term
capital appreciation. The Partnerships seek to achieve their objectives principally by
making investments in Portfolio Companies that are historically profitable, well‐
managed, middle‐market, operating business entities (including, without limitation,
corporations, limited liability companies and partnerships) which have their
headquarters, preponderance of senior management and key intangible assets located
in the United States or Canada, and which require an augmented capital base to finance
business growth, recapitalization plans, strategic acquisitions, leveraged buyouts,
management buyouts and other similar or special situations.
Mezzanine investments include debt and equity participation securities structured to
provide current income (via interest, dividends or royalties) and/or capital appreciation
potential (via equity participation securities). An equity participation security may take
the form of common or preferred equity or similar equity securities, or instruments
exercisable or convertible into such securities, such as options or warrants.
Peninsula seeks companies in which to invest on behalf of the Partnerships that appear
poised to generate strong and stable cash flows, have a proven business proposition,
exhibit positive growth characteristics, maintain a commitment to prudent leverage
levels, are led by experienced management teams and have reasonably defensible
market positions. Investments typically are structured to produce current income plus a
deferred return component, such as equity participation, deferred interest or a success
fee. Investments most often take the form of subordinated debt, but
also can be
preferred or common equity or a combination of the aforementioned. Peninsula
endeavors to structure each Portfolio Company investment in a manner that will
produce the best opportunity for the Partnership and the Portfolio Company to achieve
their respective goals.
The Partnerships are not required to register under the Securities Act of 1933 or the
Investment Company Act of 1940 in reliance upon certain exemptions available to
issuers whose securities are not publicly offered. We manage the Partnerships on a
discretionary basis in accordance with the terms and conditions of each Partnership's
offering and organizational documents.
GENERAL INFORMATION:
ASSETS MANAGED:
As of December 31, 2023, Peninsula had $848,017,000 of discretionary assets under
management. The December 31, 2023, assets under management do not include the
assets of TPFVIII, which commenced operations on January 1, 2024. Peninsula does not
manage any assets on a non‐discretionary basis.
INVESTMENTS IN PARTNERSHIPS:
The General Partner for each Partnership is affiliated with Peninsula through common
ownership and control as well as shared executive officers. The General Partner of each
Partnership and the principals and certain investment professionals of Peninsula
generally participate in the Partnership’s investments by investing directly in the
Partnership (via limited partner interests).
CO‐INVESTMENTS:
On occasion, the General Partner has the opportunity to share, with Limited Partners
who have expressed an interest, co‐investment opportunities or direct investment
opportunities in which the Partnership will not participate. The General Partner
reserves the right to offer such opportunities to Limited Partners selectively as it deems
prudent pursuant to the given transaction and can make no assurances that co‐
investment opportunities will be forthcoming from the Partnership. Allocation of such
opportunities creates a potential conflict of interest as they are, by nature, limited and
participation is not possible for all or even most investors in the Partnerships. Investors
in a Fund should refer to that Fund’s organizational documents for complete
information on the co‐investment policies for that Fund.
WRITE‐OFFS:
As disclosed in Item 5 below, following the investment period of a Partnership,
Management Fees paid to Peninsula are calculated based on funded capital
commitments that remain invested in Portfolio Companies less write‐offs, defined as
significant and permanent declines in value. In accordance with the respective
Partnership’s organizational documents, for purposes of computing quarterly
management fees due Peninsula these assets are typically valued at outstanding cost
minus write‐offs, as appropriate. Investments are reviewed quarterly by Peninsula’s
investment professionals for significant and permanent impairment. Because of this fee
calculation methodology, a conflict of interest is created whereby Peninsula has an
incentive to not reduce (i.e., make write‐offs to) valuations of Portfolio Companies as
may otherwise be dictated by available market data and prudent fair valuation
techniques. To address this conflict, Peninsula has adopted a policy whereby we
recognize material, permanent impairments of Portfolio Company values in the period
in which they are deemed to have occurred. In addition, we have adopted detailed
Valuation Policies and Procedures that are reviewed on a periodic basis by Peninsula’s
Chief Investment Officer, or successor officer or officers charged with this task, and our
Director of Reporting & Compliance. Peninsula’s Valuation Policies and Procedures are
also distributed to the Partnerships’ investors, as are annual financial statements for
each Partnership which present both the original cost and cash basis values (net of
write‐offs) of each Portfolio Company. Our Valuation Policies and Procedures and our
Portfolio Company valuations are reviewed on at least an annual basis by an
independent certified public accountant that is both registered with and subject to
regular inspection by the Public Company Accounting Oversight Board (PCAOB).
Additionally, a copy of the Partnership audited financial statements is sent to each of
the Partnerships’ investors within 120 days of each Partnership’s fiscal year end.
LOCK‐UPS:
Except as set forth in the applicable Partnership’s organizational documents, an
investor in any one of the Partnerships generally may not rescind any part of its capital
commitment or otherwise withdraw from any of the Partnerships without incurring
significant penalties. Private equity/private debt fund investing is appropriate only for
those with sufficient resources to have capital locked up for long periods of time and
who are able to bear the risk of significant losses.
Investors in each Partnership should refer to the appropriate Partnership's
organizational documents for complete information regarding lock‐ups and penalties or
other consequences for failure to fulfill capital calls made by the Partnership.
LINES OF CREDIT:
During its investment phase, a Partnership can incur debt to provide temporary funding
to make portfolio investments in advance of Peninsula making a capital call from the
Limited Partners. The use of a line of credit provides increased flexibility on the timing
of portfolio investments and potential administrative efficiency through a reduction in
the number of capital calls required. It is Peninsula’s practice to utilize a line of credit
that is secured by the capital contributions of the Limited Partners of the Partnership.
Peninsula has used a line of credit for TPFVII as provided for in its organizational
documents.
ORGANIZATIONAL FEES & EXPENSES:
In accordance with the terms of each Partnership’s offering documents, each
Partnership was responsible for the Partnership’s organizational expenses up to a
stipulated amount. Investors in any new Partnership launched by Peninsula should refer
to the corresponding offering document for such Partnership for information regarding
the amount of organizational expenses that was or will be incurred by the Partnership.
No Partnership will be responsible for or otherwise incur any percentage of the
organizational expenses of any other of the Partnerships.
OTHER EXPENSES:
Each of the Partnerships is responsible for payment of certain expenses incurred in
conducting the operating, investment and financial reporting activities of such
Partnership. These expenses include, but are not limited to, financial statement
preparation expenses, third‐party administration fees, marketing‐related expenses, legal
expenses, tax preparation fees and insurance premiums. Investors in each Partnership
should refer to the appropriate Partnership's organizational documents for complete
information regarding the expenses paid by the Partnership.
SIDE LETTERS:
Peninsula or each Partnership’s General Partner, as appropriate, has and could in the
future waive or modify certain terms of investment for certain large or strategic
investors, in side letters or otherwise, in its sole discretion, including but not necessarily
limited to, management and performance‐based fees, co‐investment opportunities,
increased Partnership and Portfolio Company transparency and more frequent or varied
formats or modes of portfolio reporting.
IMPORTANT ADDITIONAL CONSIDERATIONS:
The information provided herein summarizes the detailed information provided in each
Partnership’s offering and organizational documents. Current Partnership investors and
prospective investors in any new Partnership launched by Peninsula should be aware of
the substantial risks associated with investment as well as the terms applicable to such
investment. This and other detailed information are provided in the appropriate
Partnership offering and organizational documents.