Z Capital Group, L.L.C. is a global alternative investment manager organized as a limited liability
company under the laws of the State of Delaware. ZCG was founded in 2006 by its controlling
principal, James J. Zenni, Jr., President and Chief Executive Officer of ZCG. ZCG has its principal
office in New York, New York.
ZCG, through its affiliated management entities, serves as an investment manager and provides
discretionary advisory services to pooled investment vehicles and private investment partnerships
organized and sponsored by ZCG. ZCG operates through two distinct business platforms: Z Capital
Partners, L.L.C., which primarily focuses on acquisitions of companies that constitute platform
growth opportunities, corporate carve-outs, buy-and-build opportunities, go-private transactions
and on other operational opportunities, and Z Capital Credit Partners, L.L.C., which pursues a
variety of credit strategies. Each of the private equity and credit businesses is described more fully
below.
Typically, within each fund structure is a designated general partner, investment adviser, or
portfolio manager (the “Manager(s)”). Unless and only to the extent that the context otherwise
requires, references to ZCG include the Manager(s) (including Z Capital Partners GP I, L.P., Z
Capital Partners GP II, L.P., Z Capital Partners GP III, L.P., Z Capital Partners Adviser, L.P., Z
Capital Credit Partners, L.L.C., Z Capital CLO Management, L.L.C., Z Capital Credit Tactical GP,
L.P., Z Capital Credit Partners Adviser, L.P. and ZCG Strategic Equity GP, L.P.). All answers in
this Brochure are given for, or are applicable to, ZCG and the Managers together or individually (as
appropriate), except when otherwise specified.
Currently, ZCG serves as the investment manager to Partners I, Partners II, Partners III, the Liquid
Fund, the CLOs and the Tactical Fund (each defined below), together with co-investment vehicles
structured to facilitate investments alongside such funds (collectively referred to as the “Funds” or
“Clients”). The various co-investment vehicles managed by ZCG are also referred herein
collectively as the “Co-Invest Funds.” As of December 31, 2023, ZCG and its affiliates manage
approximately $3.6 billion of regulatory assets on a discretionary basis on behalf of its Clients.
Z Capital Partners, L.L.C.
ZCG’s private equity platform operates through its affiliate, Z Capital Partners, L.L.C., and focuses
on value-oriented, opportunistic private equity strategies that are pursued by Partners I, Partners II
and Partners III.
Z Capital Partners Adviser, L.P. and Z Capital Partners GP I, L.P. serve as investment adviser and
general partner, respectively, to two domestic private investment funds, and have done so since such
funds’ inception: Z Capital Partners I, L.P. and Z Capital Partners I-A, L.P. As part of a master-
feeder structure, Z Capital Partners I, L.P. and Z Capital Partners I-A, L.P. feed into a third domestic
private investment fund, Z Capital Partners Fund Holdings I, L.L.C. (collectively, “Partners I”). Z
Capital Partners GP I, L.P. also serves as general partner for five domestic private investment funds
(the “Partners I Co-Invest Funds”). The Partners I Co-Invest Funds invest in specific companies
alongside Partners I. Z Capital Partners GP II, L.P. and Z Capital Partners GP III, L.P. may also
serve as general partner for private investment funds formed to invest in companies alongside
Partners II and Partners III (as defined below), respectively.
Z Capital Partners Adviser, L.P. and Z Capital Partners GP II, L.P. serve as investment adviser and
general partner, respectively, to three domestic private investment funds, and have done so since
such funds’ inception: Z Capital Partners II, L.P., Z Capital Partners II-A, L.P., and Z Capital
Partners II-B, L.P. (collectively, “Partners II”).
Z Capital Partners Adviser, L.P. and Z Capital Partners GP III, L.P. serve as investment adviser and
general partner, respectively, to two domestic private funds: Z Capital Partners III, L.P. and Z
Capital Partners III-A, L.P. (collectively, “Partners III”).
Partners I, Partners II and Partners III (collectively, the “Private Equity Funds”) employ an
opportunistic value-oriented approach to private equity that includes making control investments in
companies that may require growth capital, balance sheet and/or operational improvements. The
Private Equity Funds’ objectives are to make private equity investments in the U.S., Europe and
other jurisdictions through distressed debt in distressed companies, operational turnarounds and
other special situations to generate attractive returns while limiting downside risk. The Private
Equity Funds generally invest in transactions where ZCG believes it has a distinct advantage in all
phases of the investment lifecycle, including acquisition, value creation and exit. ZCG seeks to
create value through turnarounds, operational initiatives, balance sheet restructurings, corporate
spin-offs and growth platforms with the ultimate goal to opportunistically exit the investments at
attractive IRRs and multiples to EBITDA.
The following is a table of the Managers and their corresponding Clients as described above.
Manager Client(s)
Z Capital Partners Adviser, L.P. Z Capital Partners I, L.P.
Z Capital Partners I-A, L.P.
Z Capital Partners II, L.P.
Z Capital Partners II-A, L.P.
Z Capital Partners II-B, L.P.
Z Capital Partners III, L.P.
Z Capital Partners III-A, L.P.
Z Capital Partners GP I, L.P. Z Capital Partners I, L.P.
Z Capital Partners I-A, L.P.
Partners I Co-Invest Funds
Z Capital Partners GP II, L.P. Z Capital Partners II, L.P.
Z Capital Partners II-A, L.P.
Z Capital Partners II-B, L.P.
Z Capital Partners GP III, L.P. Z Capital Partners III, L.P.
Z Capital Partners III-A, L.P.
Z Capital Credit Partners, L.L.C.
ZCG’s credit platform operates through the ZCG affiliate, Z Capital Credit Partners, L.L.C, and
focuses on various credit strategies that are pursued by the Liquid Fund, the CLOs, and the Tactical
Fund.
Z Capital Credit Partners, L.L.C., a Delaware limited liability company formed in April 2009, serves
as the general partner and investment adviser of one domestic private investment fund, Z Capital
Liquid Opportunity Fund, L.P. (“LOF Onshore Fund”), and investment adviser to two offshore
Cayman Islands private investment funds, Z Capital Liquid Opportunity Offshore Fund Ltd. (“LOF
Offshore Fund”) and Z Capital Liquid Opportunity Intermediate Fund Ltd. (“LOF Offshore
Intermediate Fund”). Liquid Offshore Fund invests all of its assets in LOF Offshore Intermediate
Fund, which in turn invests, together with the LOF Onshore Fund, through a common offshore
Cayman Islands master fund, Z Capital Liquid Opportunity Master Fund Ltd. (“LOF Master Fund”),
for which Z Capital Credit Partners, L.L.C. also acts as investment adviser. These three feeder funds
and one master fund shall hereafter be referred to collectively as the “Liquid Fund”. The Liquid
Fund invests primarily in senior secured debt and other debt instruments where there are substantial
assets and/or enterprise value. The Liquid Fund invests in syndicated senior bank loans (also known
as leveraged loans), middle market loans, asset-based loans, real estate loans and/or mortgages,
equipment loans and financings. Some of the bank loans, other types of loans, mortgages, financings
and special situations in which the Liquid Fund invests may be broadly syndicated, while others
may have few participants. The Liquid Fund may also invest in loan participations, bridge
financings, debtor-in-possession
financings, and other special situations.
Z Capital CLO Management, L.L.C., a Delaware limited liability company formed in April 2015,
serves as the portfolio manager (the “CLO Manager”) of multiple collateralized loan obligations, Z
Capital Credit Partners CLO 2018-1 Ltd, (the “2018 CLO”), Z Capital Credit Partners CLO 2019-
1 Ltd (the “2019 CLO”) and Z Capital Credit Partners CLO 2021-1 Ltd (the “2021 CLO”), Z
Capital Credit Partners BSL CLO 2024-1 Ltd. (the “2024 CLO,” and, together with the 2018 CLO,
the 2019 CLO, the 2021 CLO and the 2024 CLO, the “CLOs”). The CLO Manager has informed
the 2019 CLO/Issuer, the 2021 CLO/Issuer and the 2024 CLO/Issuer that it intends to comply with
the risk retention requirements promulgated the fourth Capital Requirements Directive 2013/36/ EU
and the Capital Requirements Regulation (Regulation (EU) No 575/2013) (the “EU Risk Retention
Rules”) by holding a certain amount of notes of the 2019 CLO, the 2021 CLO and the 2024 CLO.
The membership interests of the CLO Manager for the 2019 CLO, the 2021 CLO and the 2024 CLO
are therefore held in structures designed to comply with these requirements. ZCG is the sole
manager of the CLO Manager for the 2019 CLO, the 2021 CLO and the 20214 CLO with exclusive
control and decision-making authority over its business and affairs.
Through its investment in the CLO Manager for the 2019 CLO and the 2021 CLO, Z Capital Credit
Tactical Fund, L.P. indirectly owns, and participates in the economics of, a portion of the 2019 CLO
and the 2021 CLO subordinated notes. As noted above, the 2019 CLO and the 2021 CLO are subject
to EU Risk Retention Rules.
Z Capital Credit Tactical Fund, L.P., Z Capital Credit Tactical Co-Invest Fund-A, L.P. and LOF
Master Fund directly own, and participate in the economics of, a portion of the 2018 CLO
subordinated notes. The 2018 CLO is not subject to any risk retention rules.
Through its investment in the CLO Manager, Z Capital Credit Tactical Fund, L.P., indirectly owns
and Z Capital Credit Tactical Co-Invest Fund-A, L.P. and LOF Master Fund, each, directly own,
and participate in the economics of, a portion of the 2021 CLO subordinated notes. As noted above,
the 2021 CLO is subject to EU Risk Retention Rules.
Through its investment in the CLO Manager, Z Capital Credit Tactical Fund, L.P., indirectly owns
and Z Capital Credit Tactical Co-Invest Fund-A, L.P., LOF Master Fund and the CLO Manager,
each, directly own, and participate in the economics of, a portion of the 2024 CLO subordinated
notes. As noted above, the 2024 CLO is subject to EU Risk Retention Rules.
Z Capital Credit Partners Adviser, L.P., a Delaware limited partnership formed in January 2016,
and Z Capital Credit Tactical GP, L.P., a Delaware limited partnership formed in September 2015,
serve as the investment adviser and general partner, respectively, of a domestic private investment
fund, Z Capital Credit Tactical Fund, L.P. (the “Tactical Fund”). Z Capital Credit Partners Adviser
and Z Capital Credit Tactical GP, L.P. also serve as the investment adviser and general partner,
respectively, for a domestic private investment fund, Z Capital Credit Tactical Co-Invest Fund-A,
L.P., which may make investments alongside the Tactical Fund (the “Tactical Co-Invest Fund”). Z
Capital Credit Tactical GP, L.P. also serves as the general partner for Z Capital Credit Tactical Fund
(Cayman), L.P., a Cayman Islands feeder fund to the Tactical Fund (the “Tactical Offshore Fund”
and together with the Tactical Fund and the Tactical Co-Invest Fund, the “Tactical Funds”). The
Tactical Funds’ objective is to primarily invest in U.S. credit markets through non-control
investments in senior secured debt and other debt instruments. The Tactical Funds pursue a strategy
to tactically acquire debt instruments below their intrinsic value, focusing on downside protection
for principal protection and/or recovery through a combination of enterprise value, hard assets,
intellectual property and other enterprise elements. The Tactical Funds also participate in bridge
financings for investments in the Private Equity Funds in accordance with the Governing Fund
Documents (as defined below).
ZCG Strategic Equity GP, L.P., a Delaware limited partnership was formed in September 2021,
serves as the general partner of ZCG Strategic Equity Fund, L.P. (“SEF Fund”), a Delaware limited
partnership, organized for the purpose of implementing an opportunistic “value” oriented
investment strategy combined with selective arbitrage investments for a portfolio that will likely be
concentrated in public market equity and equity-like investments. The SEF Fund’s objective is to
maximize long-term absolute total returns in variable market and economic conditions and attempts
to achieve its objective by investing in equity and equity-like securities based on fundamental
research and proprietary data.
The following is a table of the Managers and their corresponding Clients as described above.
Manager Client(s)
Z Capital Credit Partners, L.L.C. Z Capital Liquid Opportunity Fund, L.P.
Z Capital Liquid Opportunity Offshore Fund Ltd.
Z Capital Liquid Opportunity Intermediate Fund Ltd.
Z Capital Liquid Opportunity Master Fund Ltd.
Z Capital CLO Management, L.L.C.
Z Capital Credit Partners CLO 2018-1 Ltd
Z Capital Credit Partners CLO 2019-1 Ltd
Z Capital Credit Partners CLO 2021-1 Ltd
Z Capital Credit Partners BSL CLO 2024-1 Ltd
Z Capital Credit Partners Adviser, L.P. Z Capital Credit Tactical Fund, L.P.
Z Capital Credit Tactical Co-Invest Fund-A, L.P.
Z Capital Credit Tactical GP, L.P. Z Capital Credit Tactical Fund, L.P.
Z Capital Credit Tactical Fund (Cayman), L.P.
Z Capital Credit Tactical Co-Invest Fund-A, L.P.
ZCG Strategic Equity GP, L.P. ZCG Strategic Equity Fund, L.P.
ZCG Clients
ZCG provides investment advice directly to its clients, the Funds, and not to the individual limited
partners or members of the Funds (the “Investors”). In providing investment advisory services, the
Managers formulate investment objectives, directs and manages the investment and reinvestment
of each Fund’s assets, and provides periodic reports to Investors. The Managers provide investment
advisory services to each Fund in accordance with the terms of each such Fund’s confidential
offering or private placement memoranda, limited partnership or limited liability company
agreements and other governing documents (collectively, the “Governing Fund Documents”). All
terms are generally established at the time of the formation of a Fund and are only terminable once
the applicable Fund is dissolved according to the Governing Fund Documents. All of the discussions
of the Funds in this Brochure, including but not limited to their investments, the strategies used in
managing the Funds, associated fees and costs and the conflicts of interest faced by ZCG and its
affiliates in connection with the management of the Funds, are qualified in their entirety by the
respective Governing Fund Documents.
Investors may not impose restrictions on the Funds’ investment activities. The Managers have full
discretion in trading on behalf of the Funds. The Managers do not require, and do not seek approval
from, the Funds or the Investors with respect to their trading.
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 U.S. 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 in
private transactions within the United States.