Overview of Bandera
Bandera Partners LLC (“Bandera” or the “Firm”) provides investment advisory services to
Bandera Master Fund L.P. (“Master Fund”), and its U.S.-based feeder fund, Bandera Value
Fund LLC (“Onshore Fund”). Bandera makes its investment decisions through the Master
Fund. Bandera Partners Management LLC, an affiliate of Bandera, serves as the general
partner of the Master Fund (the “General Partner”).
Bandera Offshore Value Fund Ltd., a Cayman Islands exempted company (the “Offshore
Fund”), is an additional feeder fund that invests in the Master Fund. Participation in the
Offshore Fund by investors that are individual retirement accounts subject to Section 4975
of the U.S. Internal Revenue Code of 1986, as amended, is “significant.” Bandera Offshore
Value Fund Ltd. (the “Offshore Fund”) is structured to invest substantially all of its assets
in the Master Fund and it has no flexibility to make any other investments. The inclusion
of the Offshore Fund as a private fund in this Form ADV is not to be deemed an admission
that Bandera or any of its related persons is a fiduciary of the Offshore Fund or any investor
in the Offshore Fund with respect to the Offshore Fund’s assets for purposes of the
Employee Retirement Income Security Act of 1974, as amended, or the Internal Revenue
Code of 1986, as amended.
The Master Fund, the Onshore Fund and the Offshore Fund are collectively referred to
herein as the “Funds.” Presently, neither Bandera nor the General Partner has any advisory
clients other than the Funds.
Bandera Partners LLC is a Delaware limited liability company founded in 2006 by Gregory
Bylinsky, Jefferson Gramm and Natalie Banas. Bandera began providing investment
advisory services to the Master Fund in November 2006.
Bandera’s clients are solely Funds, and as such, Bandera does not tailor its advisory
services to the needs of individual investors. Bandera generally does not accept investor
restrictions on taking positions in certain types of securities.
Advisory Services Provided by Bandera
Bandera, on behalf of the Master Fund, primarily seeks to make investments that will
achieve long-term growth of capital, with dividends and income being secondary
considerations.
Bandera seeks to commit capital as a long-term shareholder to companies whose market
capitalizations are significantly below their intrinsic value, and to make investments in
special situations, such as spin-offs and reorganizations. Bandera’s strategies are
implemented using fundamental analysis of companies and financial statements. This
fundamental analysis yields Bandera’s estimate of a company’s intrinsic value, which is
necessarily measured using a combination of objective and subjective factors. Some of
those factors include an assessment of the company’s business model and markets, the
quality of management and other risks associated with the projected future stream of
earnings. The Master Fund will typically hold between five and thirty stocks at any given
time. The Master Fund will invest in companies of any market capitalization.
A key part of Bandera’s approach is to concentrate its analytical resources on companies
that are likely to be undervalued. Bandera seeks investments that it believes present a low
risk of permanent capital loss.
Bandera undertakes intensive research on companies that are candidates for inclusion in
the Master Fund. Bandera typically examines in detail the financial statements and
business model of a company, as well as a company’s industry as a whole. Companies
chosen from this process for inclusion in the Master Fund’s portfolio generally will be
perceived by Bandera to be trading at a significant discount to their intrinsic value, be
reasonably financially stable, possess some advantage or advantages over other companies
in their industry (e.g., they have a legal or geographic product protection, they are the
lowest-cost
producer or they have a superior product), and have the potential for significant
appreciation in their stock price over time. Bandera particularly seeks stable and growing
companies that generate significant amounts of free cash flow.
Bandera also seeks out special situations, such as opportunities arising from corporate
mergers, spin-offs, bankruptcies, restructurings, distressed debt and other events, to
incorporate into the Master Fund’s portfolio. Bandera particularly seeks special situations
that it believes are minimally correlated with the direction of the broader securities markets.
Up to 100% of the Master Fund’s portfolio may be invested at any time in special
situations, and the Master Fund may from time to time use leverage, short selling and
warrants, options and other securities to take advantage of special situations. Such
investments may also be in thinly traded, low-priced and low market value securities that
carry risks of illiquidity and delisting (see Item 8 below).
From time to time, Bandera may take an activist stance in selected investments where
Bandera believes that activism may greatly increase profit potential. Activist investments
can be time-consuming and often require meeting with company management and other
investors, sending public letters to company management and boards of directors, and on
some occasions, becoming directors of companies.
Although Bandera generally seeks to invest for the long term (with the exception of many
special situations), Bandera may sell securities regardless of how long the securities have
been held, especially in cases where the fundamentals of a company have changed.
Bandera may also change the investment strategies of the Master Fund if it believes that
such change is in the interest of the Master Fund.
Bandera generally sells a stock when it reaches or exceeds Bandera’s estimate of its
intrinsic value. Bandera’s purchase and sale decisions will generally be made without
regard to tax ramifications, but it expects to generally implement a mid- to low-turnover,
long-term holding strategy. The Master Fund primarily invests in the securities of U.S.
and non-U.S. companies but may also engage in other transactions to the extent deemed
appropriate by Bandera, including, without limitation, transactions involving closed-end
and open-end mutual fund shares, risk arbitrage, private equity and control situations,
“going private” issuers, bonds, options and cash equivalents, private placements and direct
or indirect investments in intellectual property assets, viatical settlements or litigation
claims, as well as – to a limited extent – transactions involving (i) foreign currency forward
contracts, options on foreign currencies and foreign currencies related thereto and (ii)
commodity futures contracts, options on commodity futures contracts, and commodities.
The Master Fund may also sell securities short and purchase securities on margin and may
acquire exposure to certain securities synthetically through swaps or contracts for
differences (CFDs) or similar instruments. Certain of the above investments may be
illiquid and/or difficult to value.
Bandera may cause the Master Fund to depart from its normal investment policies—for
instance, by allocating all or substantially all of the Master Fund’s assets to cash reserves—
in response to extraordinary market, economic, political or other conditions. There is no
assurance that the performance goals of the Master Fund will be realized.
Ownership of Bandera
Bandera’s principal owners (the “Principals”) are its two Managing Partners, Jefferson
Gramm and Gregory Bylinsky.
Client Assets Under Management
As of December 31, 2023, the net asset value of client assets managed by Bandera on a
discretionary basis was approximately $371.7 million. Bandera does not currently manage
any client assets on a non-discretionary basis.