A. Description of the Firm
Coliseum Capital Management, LLC (“we” or “us” or “our” or “Coliseum”), a Delaware limited
liability company, was established in 2005 and is managed by its controlling owners Christopher
S. Shackelton and Adam L. Gray. The sole owner of Coliseum is Coliseum Capital Management, LP
(“Coliseum Parent”) which in turn is majority owned by SG1, LP of which Messrs. Shackelton
and Gray (directly or through trusts they control) are the majority owners. We are an asset
management company focused primarily on sponsoring and providing advice to private
investment partnerships that principally make longer-term investments in both public and
private companies.
B. Types of Advisory Services
We currently provide the following investment advisory services:
Private Investment Funds
We provide investment advisory services to Coliseum Capital Partners, L.P., (“CCP”), Coliseum
Capital Partners II, L.P. (“CCP II”), Coliseum Co-Invest Debt Fund, L.P. (“COC”), Coliseum Capital
Co-Invest III, L.P. (“CCC III”), and Coliseum Capital Co-Invest IV, L.P. (“CCC IV”), private pooled
investment vehicles (collectively, the “Funds”). The general partner of the Funds is Coliseum
Capital, LLC (the “General Partner”) which is under common control with Coliseum.
CCP invests and trades in securities, consisting principally, but not solely, of private and public
securities that are issued by smaller capitalization companies operating in U.S. and Canadian
markets. However, we are authorized to enter into any type of investment transaction,
anywhere that we deem appropriate, pursuant to CCP’s limited partnership agreement. We are
authorized to invest a portion of CCP assets in illiquid securities that are restricted from
transfer, which generally are restricted securities of public and private companies. See Item 8
for more information with respect to the investment strategies of CCP.
CCP II was formed to follow and has followed a similar investment strategy as CCP. Currently,
pursuant to side letters entered into with its investors, CCP II does not make any new
investments.
COC is a co-investment vehicle that was formed to invest alongside CCP primarily in debt
instruments of publicly-traded and private companies (“COC Portfolio Companies”). COC may
also, in certain circumstances, hold equity securities of COC Portfolio Companies in the form of
reorganized equity issued in exchange for debt, as an “equity kicker” or as part of a follow-on
investment. COC only invested in debt and equity instruments issued by COC Portfolio
Companies in which CCP also invested, provided that COC may have invested in different parts
of the capital structure of such COC Portfolio Companies. The investment period of COC has
ended and, as such, COC is no longer permitted to make new investments.
CCC III is a co-investment vehicle that invested alongside CCP opportunistically in debt or
equity securities issued by publicly-traded and private companies (“CCC III Portfolio
Companies”). CCC III only invested in debt and equity instruments issued by CCC III Portfolio
Companies in which CCP also invested, provided that CCC III was entitled to invest in different
parts of the capital structure of such CCC III Portfolio Companies. The investment period of
CCC III has ended and, as such, CCC III is no longer permitted to make new investments, other
than “Special Investments” as defined in CCC III’s Governing Documents (as that term is defined
below).
CCC IV is a co-investment vehicle formed in March 2024 that invests alongside CCP
opportunistically in debt or equity securities issued by publicly-traded and private companies
(“CCC IV Portfolio Companies”). CCC IV will only invest in debt and equity instruments issued
by CCC IV Portfolio Companies in which CCP has invested or is also investing, provided that
CCC IV may invest in different parts of the capital structure of such CCC IV Portfolio Companies.
The General Partner conducts its activities in accordance with the Investment Advisers Act of
1940, as amended, and the rules thereunder (the “Advisers Act“). Any employee of the
General Partner, and any other person acting on its behalf, is and shall be subject to the
supervision and control of Coliseum. The General Partner is relying on Coliseum’s registration
under the Advisers Act and is not registering itself. The General Partner shall be included in all
references to “we”, “us” or “Coliseum” herein.
The Funds are not registered as investment companies under the U.S. Investment Company Act
of 1940, as amended (the “Investment Company Act”) and are, therefore, not subject to various
provisions of the Investment Company Act. Interests in the Funds (“Interests“) are not
registered for sale
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and
are instead sold to qualified investors on a private placement basis. Subscriptions for Interests
will generally be accepted only from investors who meet the definitions of “Accredited Investor”
under Regulation D promulgated under the Securities Act and “Qualified Clients” eligible to pay
performance fees under the Advisers Act. Investors in CCP, CCP II, CCC III and CCC IV must
qualify as “qualified purchasers” under the Investment Company Act. Interests in COC and CCC
III were offered (or in the case of CCC IV, are offered) only to existing limited partners of CCP and
current clients of the firm. Currently, CCP II, COC and CCC III do not accept new investors.
We provide investment advice directly to the Funds and not individually to the limited partners
(“Investors“) of the Funds.
Separate Accounts
In addition to managing the Funds, we provide ongoing discretionary and non-discretionary
investment management services to an institutional client (together with such other separate
accounts as we may advise in the future, the “Separate Accounts” and each a “Separate
Account”). Separate Accounts generally invest in the same general category of investments
invested in by the Funds.
The term “Client” herein refers to either a Fund or the owner of a Separate Account.
As investment adviser to Clients, we identify investment opportunities and for our
discretionary clients, participate in the acquisition, management, monitoring and disposition of
investments for each Client.
Special Purpose Entities
From time to time, we may structure, and we or our affiliate may serve as the manager to pooled
investment vehicles through which the Funds and/or the Separate Account Clients may invest in
one or more particular investment opportunities (each, a “Special Purpose Entity”). These
Special Purpose Entities are pass-through entities from which we receive no management fees,
performance fees or other economic benefit in connection with the acquisition of the particular
investment opportunity or opportunities.
C. Client Tailored Services and Client Tailored Restrictions
We generally provide discretionary investment management services to our Separate Account
Clients. On occasion, we may manage all or part of a Separate Account Client’s account on a
non-discretionary basis. See Item 16. We enter into investment advisory agreements with our
Separate Account Clients and they may impose restrictions in investing in certain securities or
types of securities in accordance with their particular investment objectives or needs.
We manage each Fund based on the investment objectives and investment restrictions set forth
in the limited partnership agreement of the Fund (the “Fund Organization Agreement”) and
the investment management agreement between us and the Fund (the “Management
Agreement“, and together with the Fund Organization Agreement and the confidential private
placement memorandum or other offering document describing the Fund and its terms utilized
to offer investments in a Fund, the “Governing Documents”).
In addition, we have the right to enter and have entered into agreements, such as side letters,
with certain Investors in the Funds that may in each case provide for terms of investment that
are more favorable to the terms provided to other Investors in the Funds. Such terms may
include the waiver or reduction of management and/or incentive fees/allocations, the
provision of additional information or reports, rights related to specific regulatory requests or
requirements of certain clients, more favorable transfer rights, and more favorable liquidity
rights. Certain Investors may also negotiate for investment exposure (or investment
limitations) with respect to specific industries, sectors, geographic regions or investments.
One of our Investors has an equity interest in our parent company and an affiliated entity
entitling it to receive a percentage of our revenue. While such Investor does not have any
enhanced information rights regarding our Clients or investments, as a result of its affiliation
with our parent company, it may (i) become aware of certain material events concerning
Coliseum prior to disclosure of such to Clients or Investors in the Funds or (ii) become aware of
certain non-material events concerning Coliseum which, due to the immaterial nature, may
never be disclosed to Clients or Investors in the Funds.
D. Assets Under Management
As of December 31, 2023, we had $2,533,093,385 discretionary regulatory assets under
management for the Funds and Separate Accounts and $21,054,646 non-discretionary
regulatory assets under management for a Separate Account.