General
ICM US and the Relying Advisers, each a limited liability company organized under the laws of the State
of Delaware, are indirect subsidiaries of Investcorp Holdings B.S.C., a Bahrain holding company (together
with its consolidated subsidiaries, “Investcorp” or the “Investcorp Group”). Investcorp is an international
alternative investment management firm focused on private equity, real estate, absolute return investments
(formerly hedge funds) and credit management with its core markets in North America, Western Europe
and the Arabian Gulf and wider Middle East and North Africa region, including Turkey. The Investcorp
Group effectively operates as a management-controlled group, substantially all whose assets and operations
are owned and controlled by Investcorp S.A., a company domiciled in the Cayman Islands. Certain of the
Investcorp Group’s directors and senior executive officers have the ability to indirectly control Investcorp
S.A.
In September 2012, 3i Group acquired WCAS Fraser Sullivan Investment Management, LLC (“FSIM”),
an employee-owned manager of US senior-secured loans established in September 2005. Prior to the
acquisition, FSIM was wholly owned by the five original FSIM partners from its inception in 2005 until
2007. From 2007-2012, FSIM was 50% owned by the founding partners of FSIM and 50% owned by the
general partners of the private equity firm, Welsh Carson Anderson and Stowe. The platform was re-named
3i Debt Management US LLC upon 3i Group’s acquisition, and subsequently renamed ICM US when
Investcorp purchased 3i Debt Management US LLC from 3i Group in March 2017.
Marble Point was founded by Eagle Point Credit Management LLC (“Eagle Point”) and Thomas Shandell,
who now serves as the Firm’s Head of U.S. Collateralized Loan Obligations and Broadly Syndicated Loans
and who manages the single advisory business of the Firm, in March 2016 as an indirect, wholly-owned
subsidiary of Eagle Point. On January 12, 2023, Investcorp acquired Marble Point, resulting in Marble Point
becoming a member of the Investcorp Group.
ICM US and Marble Point Credit Management LLC are both member managed Delaware limited liability
companies with IVC Credit Management Financing, LLC (“IVC”) as the sole managing member of both
ICM US and Marble Point Credit Management LLC. Marble Point Credit Management LLC has two
indirect subsidiaries which act as collateral managers to CLOs—MP CLO Management LLC and Marble
Point CLO Management LLC are which are now, together with Marble Point Credit Management LLC,
relying advisers of ICM US. Each of MP CLO Management LLC and Marble Point CLO Management
LLC are wholly owned subsidiaries of MP CLOM Holdings LLC, a Delaware limited liability company of
which Marble Point Credit Management LLC serves as the managing member. MP CLOM Holdings LLC’s
other member is MPLF Retention I Ltd., a Cayman Islands exempted company that is a wholly owned
subsidiary of Marble Point Loan Financing Limited, a Guernsey domiciled closed-end investment company
listed on the Specialist Fund Segment of the London Stock Exchange. The Firm provides personnel and
services to these relying advisers pursuant to a staffing and services arrangement.
IVC is a manager managed Delaware limited liability company, accordingly both ICM US and Marble
Point (each of MP CLO Management LLC and Marble Point CLO Management LLC via Marble Point
Credit Management LLC’s status as managing member of their sole member MP CLOM Holdings LLC)
are governed by IVC’s Board of Directors (the “Board” or “Board of Directors”) comprised of Thomas
Shandell, Ted Smith, and Darryl D’Souza. The Board of Directors manage and oversee the day-to-day
operations of the Firm, with certain corporate activities requiring authorization by IVC’s sole member,
Investcorp International Holdings Inc., a Delaware corporation and wholly owned subsidiary of Investcorp
S.A.
Marble Point Credit Management LLC has been separately registered with the SEC as an investment
adviser since August 2016 with MP CLO Management LLC and Marble Point CLO Management LLC
currently filing as relying advisers on such registration. After ICM US files with the SEC its annual update
to its Form ADV for its fiscal year ended June 30, 2023, which for the first time includes Marble Point
Credit Management LLC, MP CLO Management LLC and Marble Point CLO Management LLC as its
relying advisers, Marble Point Credit Management LLC will file a Form ADV-W seeking to withdraw its
separate registration with the SEC.
Advisory Services
The Firm provides investment advisory and/or collateral management services to (1) Marble Point Loan
Financing Limited, a closed-ended collective investment scheme listed on Specialist Fund Segment of the
Main Market of the London Stock Exchange; (2) alongside its affiliates Investcorp Credit Management
EU Ltd., ICM Global Floating Rate Income Master Fund (“Master Sub Fund”) and ICM Global Floating
Rate Income Fund which invests substantially all of its assets into the Master Sub Fund (the “Company
Sub Fund” and together with the Master Sub Fund the “Global Income Fund”); (3) other forms of
investment vehicles, including loan accumulation facilities and collateralized loan obligation vehicles
(“CLOs”, along with the investment vehicles referenced in clauses (1) and (2) and (3) hereof, collectively,
“Pooled Accounts”), and (3) separately managed accounts (collectively with the Pooled Accounts, the
“Accounts” or “Clients”). The Firm may from time to time provide both discretionary and non-
discretionary investment advisory services to Accounts.
The Accounts to which the Firm provides investment advisory services invest primarily in U.S. senior
secured, non-investment grade bank loans (e.g., in the case of a loan accumulation facility or CLO) or
securities issued by CLOs managed by the Firm, or a combination of the two. The Firm also invests in
high yield bonds and securities issued by CLOs managed by third-party investment firms for certain
Accounts in accordance with their governing account documentation. Generally, CLOs are securitization
vehicles that pool portfolios of primarily below investment grade U.S. senior secured bank loans. Loan
accumulation facilities are short to medium-term facilities often provided by the bank that will serve as the
placement agent or arranger on a future CLO transaction. Loan accumulation facilities and CLOs are
vehicles structured to use leverage, although the Firm does not employ other leverage in connection with
the management
of such Accounts. Depending on an Account’s particular investment mandate, the Firm
may also from time to time provide investment advisory services with respect to other types of
investments. The Firm’s investment strategies are described further under “Item 8 – Methods of Analysis,
Investment Strategies and Risk of Loss”.
The documentation governing Accounts include offering circulars, private placement memoranda,
management agreements, indentures, subscription agreements, and other agreements with Accounts, side
letters or similar arrangements with investors, and certain other documents (collectively, “Account
Documents”). Account Documents generally contain, among other things, investment guidelines,
restrictions and tests regarding the type of investments and overall composition of an Account’s investment
portfolio (such as diversity, ratings, concentration, etc.) and the Firm’s role and authority. Except in the
case of a separately managed account, investment guidelines for Accounts are not tailored to the individual
needs of any particular underlying investor. Nevertheless, certain investors and stakeholders can be
expected to influence Account investment criteria or portfolio guidelines.
About this Brochure
Investors and other recipients should be aware that while the Brochure includes information about Pooled
Accounts advised by the Firm, as necessary or appropriate, the Brochure should not be considered to
represent a complete discussion of the features, risks or conflicts associated with any Pooled Account. More
complete information about a Pooled Account will be included in such Pooled Account’s Account
Documents. To the extent that there is a conflict between disclosure herein and similar or related disclosures
in Account Documents, the terms of the Account Documents shall govern and control.
In no event should this Brochure be considered to be an offer of securities or interests in any
Pooled Account or relied upon in determining to invest in any Pooled Account. It is also not an offer
of, or agreement to provide, advisory services directly to any recipient.
Rather, this Brochure is designed to provide information about the Firm for the purpose of compliance with
its obligations under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Accordingly, the Brochure responds to relevant regulatory requirements under the Advisers Act, which
may differ from the information provided in an Account’s Account Documents. To the extent that there is
any conflict between discussions herein and similar or related discussions in any Account Document, the
Account Document shall govern.
Advisory Agreements and Pooled Accounts
The Firm generally enters into a separate investment advisory agreement (or similar agreement, such as a
collateral management agreement) with each Account that it manages and each such Account is managed
in accordance with the investment objectives, strategies, restrictions and guidelines communicated to the
Firm by the applicable client(s), as such terms are set forth in the applicable agreement or other Account
Document. In this respect, each Pooled Account is managed by the Firm in accordance with the investment
objectives, strategies, restrictions and guidelines set forth in the Pooled Account’s Account Documents.
Because the Firm only provides investment advice to a Pooled Account in accordance with the Pooled
Account’s Account Documents, the Firm does not provide individualized advice to the investors in such
Pooled Account (and an investment in a Pooled Account does not, in and of itself, create an advisory
relationship between the investor and the Firm). Each investor must consider for itself whether a Pooled
Account meets the investor’s investment objectives and risk tolerance before investing.
The Firm (or any Investcorp affiliate) is not restricted from entering into separate agreements, commonly
referred to as “side letters,” or other similar agreements or arrangements with one or more different
investors in a Pooled Account in connection with such persons’ investment in the Pooled Account (or
otherwise) without the approval of any other investor therein. These agreements generally have the effect
of establishing rights under, or supplementing the terms of, a Pooled Account’s Account Documents with
respect to that investor in a manner more favorable than those applicable to other investors. The rights or
terms in any such side letter or other similar agreement may include, without limitation (1) reporting
obligations relating to information concerning the applicable Pooled Account, (2) waiver of certain
confidentiality obligations, (3) reduction of fees applicable to such investor, (4) waiver of certain
restrictions on the ability of the investor to withdraw or transfer all or part of its investment, (5) rights or
terms necessary in light of particular legal, regulatory or public policy characteristics of an investor, or (6)
the ability to co-invest alongside an Account in certain underlying investments. Certain investors that have
the benefits of a “most favored nation” provision are given the opportunity to elect the rights and terms in
any side letter or other similar agreement that are applicable to other investors in the same Pooled Account.
As a result, some investors are expected to have more favorable investment terms, including those relating
to fees, information and liquidity, than others. If the Firm were to grant increased liquidity to an investor,
particularly where such an agreement is accompanied by enhanced information about a Pooled Account’s
operations or investments (often referred to as “transparency rights”), other investors could be
disadvantaged.
The Firm, in its sole discretion, may offer more favorable terms (e.g., lower investment minimums, or
reduced or eliminated fees) to its personnel, related persons or others, including with respect to dedicated
vehicles that invest in or alongside a Pooled Account. Similarly, one or more Accounts managed by the
Firm that pursue the same or a substantially similar strategy as a Pooled Account may have different terms,
including different fee arrangements and/or terms similar to those described above, than the relevant Pooled
Account.
Management of Client Assets
The Firm had approximately $12 billion in discretionary regulatory assets under management and no non-
discretionary regulatory assets under management as of June 30, 2023.