ADVISORY BUSINESS
A. General Description of Advisory Firm.
Centerbridge Partners, L.P., a Delaware limited partnership, commenced
operations in 2006 with an office in New York, New York. Jeffrey H. Aronson, through
his control of Centerbridge Partners Holdings, LLC, the general partner of Centerbridge
Partners, L.P., ultimately controls Centerbridge. Previously, Mr. Aronson controlled
Centerbridge together with Mark T. Gallogly. Mr. Aronson became the sole Managing
Principal of Centerbridge upon Mr. Gallogly’s retirement in December 2020 following
CCP III (defined below) becoming fully invested (subject to certain reserves) and as CCP
IV (defined below) commenced its investment period.
B. Description of Advisory Services.
1. Advisory Services
Centerbridge, through affiliated investment advisory entities, serves as (i)
the management company with discretionary trading authority to private pooled
investment vehicles, the securities of which are offered to investors on a private
placement basis (each, a “Fund” and collectively, the “Funds”), (ii) investment advisor
with non-discretionary trading authority to private pooled investment vehicles and (iii)
investment advisor to a separately managed account. In addition, Centerbridge, through
its affiliate, Centerbridge Partners Europe, LLP, a U.K. limited liability partnership that is
authorized and regulated by the Financial Conduct Authority of the United Kingdom (the
“Sub-Advisor”), serves as sub-advisor with respect to the Funds. The Funds include the
Credit Partners Funds, the Special Credit Funds, the Flex Funds, the Capital Partners
Funds, the Real Estate Funds, co-invest vehicles, and certain Other Vehicles, each as
described in more detail below.
(a) Credit Partners Funds
The “Credit Partners Funds” comprise Centerbridge Credit Partners, L.P.,
a Delaware limited partnership (the “Domestic Fund”), Centerbridge Credit Partners TE,
L.P., a Delaware limited partnership for investment by U.S. tax-exempt investors (the
“TE Fund”), and Centerbridge Credit Partners Offshore, Ltd., a Cayman Islands
exempted company (the “Offshore Fund”), each of which invests primarily through
Centerbridge Credit Partners Master, L.P., a Cayman Islands exempted limited
partnership (the “Master Fund”). Centerbridge Credit Partners General Partner, L.P., a
Delaware limited partnership, serves as the general partner of the Domestic Fund and the
TE Fund. Centerbridge Credit Partners Offshore General Partner, L.P., a Delaware
limited partnership, serves as the general partner of the Master Fund. An affiliate of
Centerbridge, Centerbridge Credit Advisors, L.L.C., a Delaware limited liability
company (the “Credit Advisor”), provides investment advisory services to the Credit
Partners Funds.
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 29, 2024 Page 2
(b) Special Credit Funds
The “Special Credit Funds” comprise Centerbridge Special Credit
Partners, L.P., a Delaware limited partnership (“Special Credit I”), Centerbridge Special
Credit Partners II, L.P., a Delaware limited partnership (“Special Credit II”),
Centerbridge Special Credit Partners III, L.P., a Delaware limited partnership (“SC III”),
Centerbridge Special Credit Partners III-Flex, L.P.2, a Delaware limited partnership (“SC
III-Flex,” and together with SC III, “Special Credit III”) and Centerbridge Special Credit
Partners IV, L.P., a Delaware limited partnership, and Centerbridge Special Credit
Partners IV Cayman, L.P., a Cayman Islands exempted limited partnership, each of
which invests primarily through Centerbridge Special Credit Partners Master IV, L.P.,3 a
Delaware limited partnership (“Special Credit IV”). Centerbridge Special Credit Partners
General Partner, L.P., a Delaware limited partnership, serves as the general partner of
Special Credit I. Centerbridge Special Credit Partners General Partner II, L.P., a
Delaware limited partnership, serves as the general partner of Special Credit II.
Centerbridge Special Credit Partners General Partner III, L.P., a Delaware limited
partnership, serves as the general partner of Special Credit III. Centerbridge Special
Credit Partners General Partner IV, L.P., a Delaware limited partnership, serves as the
general partner of Special Credit IV. Centerbridge Special Credit Advisors, L.L.C., a
Delaware limited liability company, Centerbridge Special Credit Advisors II, L.L.C., a
Delaware limited liability company, Centerbridge Special Credit Advisors III, L.L.C., a
Delaware limited liability company, and Centerbridge Special Credit Advisors IV,
L.L.C., a Delaware limited liability company (together, the “Special Credit Advisors”),
each an affiliate of Centerbridge, provide investment advisory services to Special Credit
I, Special Credit II, Special Credit III and Special Credit IV, respectively.
2 As noted under section (g) Other Vehicles below, Centerbridge formed Centerbridge Credit Funding
Advisors, LLC, which provides advisory services to Centerbridge Credit Funding 1, Ltd. and Centerbridge
Credit Funding II, Ltd. (the “CBOs”) and Park Blue CLO 2022-I, Ltd., Park Blue CLO 2022-II, Ltd., Park
Blue CLO 2023-III, Ltd. and Park Blue CLO 2023-IV, Ltd. (the “CLOs”) and may in the future provide
advisory services to other vehicles that are similar in nature. Certain Special Credit Funds currently hold
the equity in the CBOs and the CLOs. For so long as a Special Credit Fund holds the equity in the CBOs
and CLOs, any fees payable to the CDO Advisor (as defined below) by the CBOs and CLOs will fully
offset fees paid to Centerbridge by such Special Credit Fund.
3 As noted under section (g) Other Vehicles below, Centerbridge formed Centerbridge Martello Advisors,
L.L.C., which provides advisory services to Martello Re (as defined below) and related entities. Special
Credit IV currently holds an indirect interest in Martello Re. Any fees payable to the Martello Advisor (as
defined below) by Martello Re attributable to Special Credit IV’s interest in Martello Re will fully offset
fees paid to Centerbridge by Special Credit IV. Certain other fees received by the Martello Advisor do not
offset fees paid to Centerbridge by Special Credit IV as provided in the documentation with respect to
Special Credit IV’s investment in Martello Re.
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 29, 2024 Page 3
(c) Flex Funds
The “Flex Funds” comprise Centerbridge Flex Partners, L.P., a Delaware
limited partnership, and Centerbridge Flex Partners Cayman, L.P., a Cayman Islands
exempted limited partnership, each of which invests primarily through Centerbridge Flex
Partners Master, L.P., a Delaware limited partnership.4 Centerbridge Flex Partners
General Partner, L.P., a Delaware limited partnership, serves as the general partner of the
Flex Funds. Centerbridge Flex Advisors, L.L.C., a Delaware limited liability company,
an affiliate of Centerbridge, provides investment advisory services to the Flex Funds.
(d) Capital Partners Funds
The “Capital Partners Funds” comprise Centerbridge Capital Partners,
L.P., a Delaware limited partnership (“CCP I”), Centerbridge Capital Partners II, L.P., a
Delaware limited partnership (“CCP II”), Centerbridge Capital Partners III, L.P., a
Delaware limited partnership (“CCP III”), Centerbridge Capital Partners IV, L.P., a
Delaware limited partnership (“CCP IV”), and Centerbridge Capital Partners V, L.P., a
Delaware limited partnership (“CCP V”),5 and their related funds, including the following
side-by-side (or “SBS”) co-investment vehicles through which Centerbridge
professionals co-invest ratably alongside CCP I, CCP II, CCP III and CCP IV:
Centerbridge Capital Partners SBS, L.P., Centerbridge Capital Partners SBS II, L.P.,
Centerbridge Capital Partners SBS III, L.P. and Centerbridge Capital Partners SBS IV,
L.P. (collectively, the “Capital Partners SBS Co-Invest Vehicles”), respectively.
Centerbridge Associates, L.P., a Delaware limited partnership, serves as the general
partner of CCP I. Centerbridge Associates II, L.P., a Delaware limited partnership, serves
as the general partner of CCP II. Centerbridge Associates III, L.P., a Delaware limited
partnership, serves as the general partner of CCP III. Centerbridge Associates IV, L.P., a
Delaware limited partnership, serves as the general partner of CCP IV. Centerbridge
Associates V, L.P., a Delaware limited partnership, serves as the general partner of CCP
V. Centerbridge Advisors, LLC, a Delaware limited liability company, Centerbridge
Advisors II, LLC, a Delaware limited liability company, Centerbridge Advisors III, LLC,
a Delaware limited liability company, Centerbridge Advisors IV, LLC, a Delaware
limited liability company, and Centerbridge Advisors V, LLC, a Delaware limited
liability company (together, the “Capital Partners Advisors”), each an affiliate of
Centerbridge, provide investment advisory services to CCP I, CCP II, CCP III, CCP IV
and CCP V, respectively.
4 The Flex Funds have not been activated at this time and commitments to it have not been drawn, and
accordingly the investment period has not yet commenced.
5 CCP V has not been activated at this time and commitments to it have not been drawn, and accordingly
the investment period has not yet commenced.
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 29, 2024 Page 4
(e) Real Estate Fund
The “Real Estate Funds” comprise Centerbridge Partners Real Estate
Fund, L.P., a Delaware limited partnership (“CPREF”) and Centerbridge Partners Real
Estate Fund II, L.P., a Delaware limited partnership (“CPREF II”), and their related
funds, including the following SBS co-investment vehicles through which Centerbridge
professionals co-invest ratably alongside CPREF and CPREF II: Centerbridge Partners
Real Estate Fund SBS, L.P. and Centerbridge Partners Real Estate Fund SBS II, L.P. (the
“Real Estate SBS Co-Invest Vehicles”), respectively. Centerbridge Partners Real Estate
Associates, L.P., a Delaware limited partnership, serves as the general partner of CPREF.
Centerbridge Partners Real Estate Associates II, L.P., a Delaware limited partnership,
serves as the general partner of CPREF II. Centerbridge Partners Real Estate Advisors,
LLC, a Delaware limited liability company, and Centerbridge Partners Real Estate
Advisors II, LLC, as Delaware limited liability company (together, the “Real Estate
Advisors”), each an affiliate of Centerbridge, provide investment advisory services to
CPREF and CPREF II, respectively.
(f) Co-Invest Vehicles
From time to time, Centerbridge offers co-investment opportunities, more
typically alongside the Capital Partners Funds, and also at times alongside the Real Estate
Funds, the Credit Funds (as defined below) and other clients.6 In certain circumstances
and as further described below, service providers to the Funds or their affiliates will be
offered the opportunity to co-invest. Centerbridge applies its discretion when allocating
such opportunities to Centerbridge’s investors (including the extent to which any co-
investment is allocated to any investors in the Fund), company management, service
providers, third-party investors and / or others, and seeks to do so in a fair and equitable
manner, taking into account facts and circumstances that can include, without limitation,
the character and nature of the transaction (including structure, geographic location, tax
characteristics, applicable regulation and relevant industry), speed of execution required,
tax, legal, regulatory and confidentiality considerations (including for example if an
investor is subject to The Freedom of Information Act or similar regulations and / or
whether participation by a particular investor could increase the risk of antitrust or
CFIUS approval), familiarity with, capability and history of investing in the relevant
discipline (e.g., private equity or credit) and industry (for example, if the potential co-
investor is involved in the same industry as a target company in which the Funds wish to
invest, or if the identity of the potential co-investor, or the jurisdiction in which the
potential co-investor is based, may affect the likelihood of the Funds being able to
capitalize on a potential investment opportunity), prior expressions of interest in making
similar investments, such person’s ability to consummate co-invest opportunities in a
6 It is contemplated that Overland Advantage will co-invest alongside a client (or a client will co-invest
alongside Overland Advantage), from time to time.
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 29, 2024 Page 5
meaningful size, ability to provide strategic insights, the likelihood that such co-investor
would require governance rights that would complicate or jeopardize the transaction (or,
alternatively, whether the co-investor would be willing to defer to Centerbridge and
assume a more passive role in governing the portfolio company), Centerbridge’s
evaluation of its past experiences and relationships with the potential co-investor
(including willingness or ability of such party to respond promptly and / or affirmatively
to opportunities previously offered by Centerbridge, the expected amount of negotiations
required in connection with a potential co-investor and the transparency and
predictability of the potential co-investor’s investment process), the level of demand for
participation in such co-investment opportunity and other factors believed relevant.
Centerbridge endeavors to keep itself informed regarding investor interest in co-
investment by maintaining records of those investors who have expressed interest in co-
investments.
Centerbridge can be expected to offer the opportunity to co-invest
alongside a client with terms that differ in certain respects (including as to fees and
expenses) than those applicable to such client, as offering co-investment affords
important benefits to such Fund, including facilitating such Fund’s ability to pursue
opportunities of significant overall size, to pursue investments where diversification of
ownership is necessary or beneficial (in regulated industries, for example), or to access
strategic insights, for example. Centerbridge also may determine that a Fund stands to
benefit in its overall size where offering co-investment arrangements with pre-negotiated
terms (which may include, for example, reductions to compensation (including profits
interest) payable to Centerbridge, or borne by, such co-investing investors) would
facilitate sufficiently large commitments to the Fund from such investors. Such co-invest
vehicles could include dedicated or “standing” vehicles, such as “opt-out” vehicles where
the general rule is that the co-investor has the ability to “opt-out” of co-investment
opportunities through negative consent (unless they fit within certain automatic opt-in
parameters), as well as committed vehicles where Centerbridge (in some or all
circumstances), and not the co-investor, has discretion in determining whether the co-
investment vehicle will participate in co-investment opportunities. The amount and
frequency of co-investment by any such co-investment vehicles would be at the
discretion of Centerbridge, and the existence of dedicated vehicles could limit potential
capacity for others to co-invest. Such arrangements can create an economic incentive for
Centerbridge to allocate a greater or lesser percentage
of an investment opportunity to a
Fund or to or among such co-investment vehicles or co-investors, as the case may be.
Such arrangements have the potential to affect the size of investments in which a Fund
and such co-investment vehicles participate (and their respective allocations), taking into
account the expected capacity of such Fund and such co-investment vehicles.
However, Centerbridge is not obligated to offer co-investments to any
investor or other potential investor (regardless of whether any such person has expressed
an interest in pursuing co-investment opportunities). Each co-investment opportunity, to
the extent one exists, is likely to be different from an allocation perspective and will be
dependent upon the facts and circumstances specific to that unique opportunity (e.g.,
timing, industry, size, geography, asset class, projected holding period, exit strategy and
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 29, 2024 Page 6
counterparty). Centerbridge has sole discretion as to the amount (if any) of a co-
investment opportunity that will be allocated to a particular co-investor and may allocate
co-investment opportunities instead to investors in Funds that do not participate in the
relevant investment or third parties. In addition, Centerbridge may determine to present
co-investment opportunities to such co-investors at any time and with respect to any
particular co-investment opportunity, at different times. Thus, one or more investors,
clients and / or other third-party potential co-investors may have a longer period of time
to evaluate a co-investment opportunity relative to other potential co-investors being
offered the same opportunity. Centerbridge may receive fees and / or allocations from co-
investors, which may differ as among co-investors and also may differ from the fees and /
or allocations borne by the client participating in the relevant investment.
(g) Other Vehicles
Centerbridge will devote as much of its time to the activities of the Funds
as it deems necessary and appropriate in their discretion. By the terms of the Funds’
governing documents, Centerbridge is not restricted from forming additional investment
funds, from entering into other investment advisory relationships or from engaging in
other business activities, even if such activities are in competition with the existing Funds
and / or may involve substantial time and resources of Centerbridge. Indeed,
Centerbridge does operate multiple strategies and associated entities and is expected to
continue doing so in the future, including in performing credit strategies and including for
reinsurance clients and potentially for other clients. Centerbridge personnel are permitted
to have outside business activities that Centerbridge has determined do not involve a
meaningful time commitment, including board service. These activities, while considered
by Centerbridge to be accretive to the opportunities available to the clients, could be
viewed as creating a conflict of interest in that the time and effort of the members of
Centerbridge and their officers and employees will not be devoted exclusively to the
business of a single client but will be allocated among the businesses of each of the
clients, including new clients, and other activities.
As such, subject to the terms of the governing documents of the clients,
Centerbridge has the ability to form, sponsor and / or manage other commingled
investment funds, vehicles or accounts (such investment funds, vehicles or accounts, the
“Other Vehicles”). Such Other Vehicles may be ancillary or accretive to, or otherwise
supplement, the clients’ investment programs, including, without limitation, the
establishment of securitized vehicles or trading vehicles and could include, without
limitation: (i) investment funds or accounts focusing on geographic regions outside of
North America and Europe; (ii) venture capital funds; (iii) mezzanine funds; (iv) vehicles
for a single investment and follow-ons thereto (whether that is a continuation fund or a
single-investment vehicle); (v) investment funds or other vehicles or accounts focusing
on non-controlling investments, including in liquid securities or instruments; (vi) any
successor funds to the Funds; (vii) any dedicated fund or account or other vehicle
managed or advised by Centerbridge formed to pursue only one or a limited number of
elements of the investment strategy of the Funds; (viii) any separately managed account,
fund-of-one or other dedicated vehicle managed or advised by Centerbridge formed for a
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 29, 2024 Page 7
specific investor and / or its affiliates; (ix) funds or accounts focusing on open market
purchases of investments or minority interests; and (x) funds or accounts focusing on
investments that are precluded or limited pursuant to the terms of the governing
documents of the relevant clients or applicable legal, tax, regulatory, accounting or other
similar considerations. In the event two or more clients hold different Instruments
(including with respect to their relative seniority, and whether such Instruments are
purchased contemporaneously or otherwise), Centerbridge may be presented with
decisions when the interests of such clients are in conflict as more fully described herein
and in each client’s confidential private placement memorandum.
In this regard:
• Centerbridge Credit Funding Advisors, LLC, a Delaware limited
liability company and an affiliate of Centerbridge (the “CDO
Advisor”), has entered into Collateral Management Agreements to
provide advice to Centerbridge Credit Funding 1, Ltd. and
Centerbridge Credit Funding II, Ltd. and Investment Management
Agreements to provide advice to Park Blue 2022-I CLO, Ltd.,
Park Blue 2022-II CLO, Ltd., Park Blue 2023-III CLO, Ltd. and
Park Blue 2023-IV CLO, Ltd., each issuers of CDO Instruments,
and intends to enter into similar arrangements with successor
issuers of CDO Instruments.
• Centerbridge Martello Advisors, L.L.C., a Delaware limited
liability company and an affiliate of Centerbridge (the “Martello
Advisor” and, together with the Credit Advisor, the Special Credit
Advisors, the Capital Partners Advisors, the Real Estate Advisors,
the CDO Advisor and such other affiliate of Centerbridge acting
in a similar capacity,7 “Advisors”), provides investment advisory
services to Martello Re Limited, a Bermuda Class E Reinsurer
formed to reinsure life and annuity contracts through closed block
acquisition and ongoing reinsurance flow agreements (together
with its affiliated entities and any account or sub-account of any
ceding company that is a funds withheld, modified coinsurance or
similar account under any reinsurance agreement between any
such ceding company, on the one hand, and Martello Re Limited,
as reinsurer, “Martello Re”). The Martello Advisor also advises,
on their indirect investment in Martello Re, (i) on a discretionary
basis, CB Martello Feeder, L.P., a Delaware limited partnership,
7 Overland Advantage Fund Advisor, LLC, which is a relying advisor of Centerbridge Partners, L.P.,
recently was formed to serve as advisor to certain Other Vehicles that may in the future invest in or
alongside Overland Advantage.
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 29, 2024 Page 8
and its related fund, CB Martello SBS, L.P., a side-by-side co-
invest vehicle through which Centerbridge professionals co-invest
ratably alongside CB Martello Feeder, L.P. (collectively with the
Capital Partners SBS Co-Invest Vehicles and the Real Estate SBS
Co-Invest Vehicles, the “SBS Co-Invest Vehicles”) and (ii) on a
non-discretionary basis, pooled investment vehicles, not
sponsored by Centerbridge.
• Centerbridge Advisors III, LLC also provides investment advisory
services to Centerbridge Seaport Acquisition Fund, L.P., a
Delaware limited partnership that serves as a continuation fund to
invest in a single asset previously invested in by CCP III
(“Seaport”).
(h) General
References herein to “Centerbridge” include Centerbridge Partners, L.P.
and its relying advisers (the Advisors and the Sub-Advisor), and the respective general
partners of the Funds where applicable. As used herein, the term “client” generally refers
to each of the Funds, the Other Vehicles and their related investment vehicles
(collectively, the “Centerbridge Accounts”).
This Brochure generally includes information about Centerbridge and its
relationships with its clients and affiliates. While much of this Brochure applies to all
such clients and affiliates, certain information included herein applies to specific clients
or affiliates only. In particular, we note that inception dates, ramp-up periods, harvest
dates (if applicable) and other attributes of the clients will vary by client and, therefore,
certain elements of the discussion, including Item 8, may be more germane to certain
clients and not others. Accordingly, the discussion applies the term “may” (and similar
terms) with respect to circumstances that may apply, which should be read as a reference
to circumstances that have applied, apply at the present time or may apply in the future
from time to time in relation to one or more of the clients.
This Brochure does not constitute an offer to sell or solicitation of an offer
to buy any securities. The securities of the Funds are offered and sold on a private
placement basis under exemptions promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), and other exemptions of similar import under U.S. state
laws and the laws of other jurisdictions where any offering may be made. Investors in the
Funds generally must be both “accredited investors,” as defined in Regulation D
promulgated under the Securities Act, and “qualified purchasers,” as defined in the
Investment Company Act of 1940, as amended (the “Investment Company Act”), or, with
respect to the Offshore Fund, must otherwise be non-U.S. persons. Persons reviewing this
Brochure should not construe this as an offer to sell or solicitation of an offer to buy the
securities of any of the Funds described herein. Any such offer or solicitation will be
made only by means of the applicable Fund’s confidential private placement
memorandum.
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 29, 2024 Page 9
2. Investment Strategies and Types of Investments
Centerbridge’s investment strategy with respect to the Credit Partners
Funds, the Special Credit Funds and the Flex Funds (together, the “Credit Funds”)
focuses on non-control private credit and special situation investments. Centerbridge
employs a related investment strategy with respect to Martello Re and the CBOs and
CLOs, subject to specific investment objectives and limitations specified in their
governing documents.
Centerbridge’s investment strategy with respect to the Capital Partners
Funds focuses on buyouts (including thematic buyouts and special situations buyouts,
such as distressed-for-control transactions) and structured equity transactions, in each
case with the primary purpose of acquiring control or influence-oriented positions in
companies.
Centerbridge’s investment strategy with respect to the Real Estate Funds
focuses on real estate-related investments.
Please see Item 8 for a more detailed description of the investment
strategies pursued and types of investments made by the Funds.
The descriptions set forth in this Brochure of specific advisory services
that Centerbridge offers to clients, and investment strategies pursued and investments
made by Centerbridge on behalf of its clients, should not be understood to limit in any
way Centerbridge’s investment activities, including offering any advisory services,
engaging in any investment strategy and making any investment, including any not
described in this Brochure, that Centerbridge considers appropriate, subject to each
client’s investment objectives and guidelines. The investment strategies Centerbridge
pursues are speculative and entail substantial risks. Investors should be prepared to bear
an entire loss of capital. There can be no assurance that the investment objectives of any
client will be achieved.
C. Availability of Customized Services for Individual Clients.
Centerbridge’s investment decisions and advice with respect to each client
are subject to each client’s investment objectives and guidelines, as described in its
offering documents and / or its governing documents. The investment decisions and
advisory services are specific to each client, and are not customized to any investor.
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 29, 2024 Page 10
D. Assets Under Management.
As of December 31, 2023, Centerbridge manages approximately
$35,196.6 million of capital on a discretionary basis and $450.0 million of capital on a
non-discretionary basis.8
8 Amount reflects capital commitments of closed-ended funds and net asset value of open-ended funds,
inclusive of subsequent month contributions. Excludes certain commitments that are not fee-bearing unless
and until drawn and any co-investments that are not fee-bearing.
As of December 31, 2023, Centerbridge manages approximately $24,541.4 million of invested or currently
investable capital on a discretionary basis, and $450.0 million of capital on a non-discretionary basis. Such
amount reflects (a) capital commitments of closed-ended funds in their investment period or commitment
period, as applicable, which includes commitments that are subject to automatic incremental acceptance
and will be activated in conjunction with a subsequent closing, or net asset value plus either (i) unfunded
commitments (in the case of the Special Credit Funds) or (ii) available capital reserved for Follow-On
Investments (in the case of Capital Partners Funds) if the closed-ended fund is in its harvest period, and (b)
net asset value for the Credit Partners Funds as of December 31, 2023, inclusive of subsequent month
contributions. Such amount excludes certain commitments that are not fee-bearing unless and until drawn
and any co-investments that are not fee-bearing.
In addition, the Martello Advisor (together with Barings LLC, as described in Item 16) is engaged to
provide investment advisory services to Martello Re, which had total GAAP assets of $19,900 million as of
December 31, 2023 (unaudited).
The calculation of Regulatory Assets Under Management of $56,287.6 million, as expressed in the ADV
Part 1 filed on March 29, 2024, applies a different, gross asset value-based methodology that results in a
different figure. In the case of the Martello Re structure, assets from SC IV, CB Martello Feeder, L.P., CB
Martello SBS, L.P., BBH Wealth Strategies, LLC – Martello Re Series and BBH Wealth Strategies Unit
Trust – Martello Re Sub-Trust also are reflected in the Regulatory Assets Under Management attributed to
insurance company clients in light of the different nature of the advisory mandates and distinct associated
advisory fees payable to the applicable advisers. Other documents may require a different formulation or
calculation.
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 29, 2024 Page 11