A. Tensile Capital Management LP, a Delaware limited partnership headquartered in
Larkspur, California, (the “Registrant”) serves as the investment adviser to certain pooled
investment vehicles including, without limitation: Tensile Capital Partners LP (the
“Onshore Fund”), Tensile Capital Partners Offshore Fund Ltd (the “Offshore Fund”) and
Tensile Capital Partners Master Fund LP (the “Master Fund”). The “Main Fund” refers to
one or more of the Onshore Fund, the Offshore Fund, the Master Fund and alternative
investment vehicles as described in the Master Fund’s governing documents. In addition,
the Registrant (as defined herein) or its affiliates may, in their sole discretion, establish
dedicated co-investment vehicles in order to facilitate co-investments for specific investors
alongside the Main Fund in one or more investment opportunities where the Main Fund’s
General Partner determines that the amount of the available investment opportunity
exceeds the amount appropriate for the Main Fund or that any investor in the Main Fund
will not participate in the investment due to certain limitations set forth in the Main Fund’s
governing documents (such vehicles, the “Co-Investment Vehicles,” and together with the
Main Funds, the “Clients,” and each individually, a “Client”).
Each of the Clients is exempt from registration under the Investment Company Act of 1940,
as amended (the “Investment Company Act”), pursuant to Section 3(c)(7) thereof. Interests
in the Clients are privately offered only to investors that are “qualified purchasers” as
defined in the Investment Company Act.
Certain entities that are affiliated with the Registrant serve as general partners to the Clients
(each, a “General Partner”). For purposes of this brochure, the “Registrant” refers to
Tensile Capital Management LP, together with, where the context permits, the General
Partners and other affiliates that provide advisory services to, or receive fees or
performance compensation from, the Clients.
In certain cases, the Registrant is entitled to receive performance compensation from its
Clients, as discussed further in Item 6.
Mr. Douglas J. Dossey and Mr. Arthur C. Young (each a “Managing Partner”) founded the
Registrant in July 2012. Together, Messrs. Dossey and Young have a beneficial
ownership
of the Registrant that exceeds 75%.
B. The Registrant provides discretionary investment advisory services to certain Clients. The
Clients’ investment strategy is to achieve capital appreciation through long-term investing
in a concentrated portfolio of undervalued publicly traded securities and/or select private
investments. The Clients engage in the purchase and sale of a broad range of investment
interests and securities. Securities traded generally include but are not limited to: equity,
equity-related, hybrid and credit securities that are traded publicly and privately in U.S.
and non-U.S. markets, in addition to illiquid securities such as restricted securities of public
and private companies. Clients also have in the past and may in the future invest in
preferred stocks, convertible securities, warrants, rights, options (including covered and
uncovered puts and calls and over-the-counter options), swaps and other derivative
instruments, bonds and other fixed income securities, non-U.S. currencies, futures, options
on futures, other commodity interests and money market instruments. The Clients also
engage in short selling, hedging and other investment strategies.
The Registrant provides investment advisory services to each Client in accordance with the
governing documents of such Client or separate investment and advisory agreement or
investment management agreement. Investment advice is provided directly to the Clients,
subject to the discretion and control of the applicable General Partner, and not individually
to the investors in the Clients. Investment restrictions for the Clients, if any, are generally
established in the organizational or offering documents of the applicable Client, advisory
agreements and/or side letter agreements negotiated with investors in the applicable Client
(such documents collectively, a Client’s “governing documents”).
C. Certain investors in the Clients participate in both the Registrant’s publicly traded
securities strategy and private securities investment strategy, while others pursue only one
of those strategies.
D. The Registrant does not participate in wrap-fee programs.
E. As of December 31, 2023, the Registrant manages approximately $1,908,965,335 in
regulatory assets under management on a discretionary basis.