ADVISORY BUSINESS
A. Overview.
The Adviser, Barington Companies Investors, LLC, is a Delaware limited liability
company that was formed in May 1999 and commenced operations in 2000. James A. Mitarotonda
(the “Principal Owner”) is the managing member of the Adviser.
Barington Companies Management, LLC, an affiliate of the Adviser, is a relying adviser
(the “Relying Adviser”). The Relying Adviser is also a Delaware limited liability company that
was formed in May 1999 and commenced operations in 2000. The Principal Owner is also the
managing member of the Relying Adviser.
The Adviser and the Relying Adviser (collectively, “Barington”) are majority-owned
subsidiaries of Barington Capital Group, L.P., a New York limited partnership. The general
partner of Barington Capital Group, L.P. is LNA Capital Corp., a Delaware corporation. The
Principal Owner is the sole stockholder and director of LNA Capital Corp.
B. Description of Advisory Services.
The Adviser is the general partner of, and provides discretionary investment advisory
services to, Barington Companies Equity Partners, L.P., a Delaware limited partnership that
commenced operations in January 2000 (the “Fund”). Limited partnership interests (“Interests”)
in the Fund are offered on a private placement basis in compliance with Regulation D under the
Securities Act of 1933, as amended, and are exempt from registration under Section 3(c)(7) of the
Investment Company Act of 1940, as amended, subject to certain conditions that are set forth in
the offering documents for the Fund. The Relying Adviser serves as the manager of the Fund.
Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an
offer to buy Interests in the Fund. Any such offer or solicitation shall be made only by delivery of
the confidential offering documents of the Fund to qualified investors.
The Fund’s investment objective is to realize superior long-term returns, principally in the
form of capital appreciation, through the purchase of equity securities of small- and mid-
capitalization, publicly traded and privately held companies. The Adviser generally seeks to invest
the Fund’s assets in public companies that have a total market capitalization of between $100
million and $5 billion and in private companies, or portions thereof, that have a total acquisition
price of $10 to $100 million, with private company investments limited to not more than 20% of
the Fund’s capital (in terms of cost at the time of investment). The Adviser has the authority,
however, to invest in companies with larger capitalizations and acquisition prices.
The Adviser seeks to establish sizable, long-term positions in a concentrated number of
companies whose value could appreciate significantly as a result of a change in corporate strategy
or various operational, financial or corporate governance improvements. Core positions in the
Fund’s portfolio are expected to consist generally of a limited number of companies, generally
ranging from approximately five to twenty issuers. After establishing a position in a company,
Barington seeks to function as a value-added investor to help effectuate change to improve
shareholder value. Among other things, Barington may attempt to act as a catalyst to compel a
merger or an acquisition, the sale of the entire company or the divestiture of one or more
underperforming divisions, the implementation of operating and corporate governance
improvements and expense reductions, a change in strategic direction or a change in management
or management structure. A complete description of the Fund’s investment program is set forth
in the Amended and Restated Confidential Private Offering Memorandum for the Fund (the
“Offering Memorandum”).
From time-to-time, the Adviser enters into agreements (“Co-Investment Agreements”) to
provide non-discretionary investment advisory services to various parties (each, a “Co-Investor”)
that may be interested in co-investing with the Fund on specific investment opportunities. The
investment objective of the co-investments is to realize returns, principally in the form of capital
appreciation, through investments in small- and mid-capitalization publicly-traded companies
where Barington can act as a catalyst to enhance shareholder value (each, an “Investment
Opportunity”). When an Investment Opportunity is identified by the Adviser
that the Adviser
believes may be of interest to a Co-Investor, the Adviser may present such Investment Opportunity
to the Co-Investor for its approval or disapproval. The Co-Investor will determine, in its sole
discretion, whether or not to invest in the Investment Opportunity and the amount to be invested
in the Investment Opportunity. Once an investment decision has been approved by a Co-Investor,
the Adviser will typically execute trades for the Co-Investor and its other Clients (as hereinafter
defined) participating in the Investment Opportunity utilizing a broker-dealer selected by
Barington. See Item 12B. After the Adviser establishes a position in an Investment Opportunity,
Barington then seeks to function as a value-added investor to help effectuate change to improve
shareholder value as described above.
The Adviser also provides discretionary and non-discretionary investment advisory
services to separately managed accounts (the “Managed Accounts”). The discretionary Managed
Accounts investment objective is to realize superior long-term returns, principally in the form of
capital appreciation, through the purchase of equity securities of small- and mid-capitalization
publicly traded companies by pursuing investment strategies substantially similar to those of the
Fund. All investments made by the Adviser for the discretionary Managed Account, and the
amount invested in each such investment, are to be selected by the Adviser in its sole discretion
acting in good faith, it being understood that the Managed Accounts will not seek to replicate the
Fund or its historical investments, but rather will co-invest with the Fund from time to time in new
investments made by the Fund. As a result, the discretionary Managed Account is likely to have
a more concentrated portfolio than the Fund’s. The Adviser executes trades for the Managed
Accounts and its other Clients participating in the Investment Opportunity utilizing a broker-dealer
selected by Barington. See Item 12B. After the Adviser establishes a position in an Investment
Opportunity, Barington then seeks to function as a value-added investor to help effectuate change
to improve shareholder value as described above.
Finally, the Adviser provides research, analytical and non-discretionary investment
advisory services to a publicly traded company (the “Company”), to assist the Company in
identifying public companies that may be appropriate for investment or acquisition by the
Company. Pursuant to the agreement between the Adviser and the Company, the Adviser will
present potential investment or acquisition opportunities to the Company that it believes may be
appropriate for the Company, based on direction and feedback it receives from the Company from
time to time. The Company will determine, in its sole discretion, whether or not to pursue any
opportunity presented by the Adviser. The Company is not required to pursue any investment or
acquisition opportunity presented to it by the Adviser, and may reject any investment or acquisition
opportunity that is presented to it by the Adviser for any reason whatsoever.
While Barington currently only provides advisory services to the Fund, the Co-Investors,
the Managed Accounts and the Company (collectively, “Clients”), Barington may, in the future,
provide advisory services to additional clients with similar or differing investment strategies.
THERE CAN BE NO ASSURANCE THAT THE ADVISER WILL BE SUCCESSFUL
IN ASSISTING ANY CLIENT IN ACHIEVING ITS INVESTMENT OBJECTIVES. THE
TYPE OF INVESTING BARINGTON UNDERTAKES IS SPECULATIVE AND, BY ITS
NATURE, MAY BE CONSIDERED TO INVOLVE A HIGH DEGREE OF RISK. SEE ITEM
8 BELOW.
C. Availability of Customized Services.
The Adviser tailors the advisory services it provides to the Co-Investors, the Managed
Accounts, and the Company to meet the individual needs of such Clients. The Adviser does not
tailor its advisory services to the Fund to the individual needs of investors (“Investors”) in the
Fund nor accept Investor-imposed investment restrictions.
D. Wrap Fee Programs.
The Adviser does not participate in any wrap fee programs.
E. Assets Under Management.
As of December 31, 2023, the Adviser managed approximately $146,112,404 on a
discretionary basis and approximately $529,122 on a non-discretionary basis in regulatory assets
under management.