NXT Capital Investment Advisers, LLC (“NXT Advisers” or “we”) is an indirect subsidiary of NXT
Capital Group, LLC and we refer to NXT Capital Group, LLC and its direct and indirect subsidiaries
collectively as “NXT Capital” throughout this Brochure.
NXT Capital Group, LLC is an indirect, wholly-owned subsidiary of ORIX Corporation USA (“ORIX
USA”), which itself is a wholly-owned subsidiary of ORIX Corporation (NYSE: IX; TSE: 8591) (“ORIX
Corporation”), a public company.
We provide investment advisory services to investment entities established in conjunction with
structured finance transactions such as collateralized loan obligations, privately placed pooled
investment vehicles or separately managed accounts that invest in Loans (each a “Client”) and to
Clients who are affiliated with NXT Capital (“Affiliated Clients”), that invest in secured loans of the
type originated or available for purchase by NXT Capital’s Direct Lending Group (the “Direct
Lending Group” and such loans “Loans”). NXT Advisers does not originate any Loans.
Our investment advice to Clients is generally limited to Loans; however, we do manage Direct
Lending Group equity investments originated in conjunction with Loans or received by Clients as
a result of a debt-to-equity conversion and/or restructuring. Clients generally invest in Loans by
purchasing an assignment or participation in one or more Loans. For more information regarding
Loans and their associated risks, please see Item 8, “Methods of Analysis, Investment Strategies
and Risk of Loss”.
Except as otherwise described herein, investments for each Client are managed in accordance
with the Client’s particular investment objectives, strategies, restrictions and guidelines as
outlined in the relevant offering documents, disclosure documents, indentures, limited
partnership or limited liability company agreements, investment management agreements, asset
management agreements, collateral management agreements, subscription agreements, loan
participation agreements, Side Letters (as defined below), or similar documents, as applicable
(each a “Governing Document,” and, collectively,
the “Governing Documents”) and are generally
not tailored to the individualized needs of any particular investor in a Client. At inception,
however, NXT Advisers, in consultation with prospective investors, will sometimes elect to
establish specific investment criteria for a Client. Such criteria can, but will not necessarily, include
specific requirements or restrictions (including concentration limits) related to industry;
investment product type; geography; and investment size. Information about each Client, and the
particular investment objectives, strategies, restrictions, guidelines and certain risks associated
with an investment, is included in the respective Governing Documents, which are made available
to investors only through us or another authorized party. Since we do not provide individualized
advice to the investors in a Client (and an investment in a Client does not, in and of itself, create
an advisory relationship between us and the investor), investors must consider whether a
particular Client meets their investment objectives and risk tolerance prior to investing.
NXT Capital provides structured financing solutions to private equity sponsor-owned and other
middle-market companies through its Direct Lending Group. While not covered in this Brochure,
NXT Advisers or its affiliates also provide advisory services to clients other than the Clients
covered in this Brochure (“Other Clients”). Other Clients could be allocated and retain a piece of
each Loan that we offer to our Clients that invest in Loans (“Client(s)”) and, except as otherwise
agreed to with a particular Client, an individual Client will generally not be allocated an amount
that exceeds the total amount of the Loan allocated to and retained by Clients. This can serve to
reduce the amount of a Loan that is allocated to Clients.
NXT Capital began operations in 2010. As of March 31, 2023, NXT Advisers managed approximately
$7,043,597,000 (rounded) in 21 accounts of which are managed on a discretionary and non-
discretionary basis. Of that amount, $631,090,000 (rounded) is managed on a non-discretionary
basis.