A. General Description of Advisory Firm
Freeport Financial Partners LLC is a Chicago-based investment advisory firm founded in
September 2012 by Matthew Gerdes, Joshua Howie, Stephen Papalas and Joseph Walker (the
“Founders”). Freeport Financial Partners LLC was formed by the Founders to take on the business
of Freeport Financial LLC, which was divested to the Founders by Stark Investments in August
2012. Prior to the divestiture, since 2005, the Founders originated, underwrote and managed
middle market loans on behalf of Freeport Financial LLC.
Freeport Financial Partners LLC is registered as an “investment adviser” under the Investment
Advisers Act of 1940, as amended. Freeport Financial Partners LLC is owned as an indirect
subsidiary of Moelis Asset Management LP (formerly known as Moelis & Company Holdings
LP).
Freeport Financial Partners LLC provides investment advisory services to Freeport Financial SBIC
Fund LP, a Delaware limited partnership, Freeport First Lien Loan Fund III LP, a Delaware limited
partnership, Freeport First Lien Loan Fund III-B LP, a Delaware limited partnership, Freeport First
Lien Loan Fund III (Offshore) LP, a Cayman Islands limited partnership, Freeport First Lien Loan
Fund III-B (Offshore) LP, a Cayman Islands limited partnership, Freeport First Lien Loan Fund
IV LP, a Delaware limited partnership, Freeport Financial IV Lux S.C.Sp., a Luxembourg special
limited partnership, Freeport First Lien Loan Fund IV-B (OFFSHORE) LP, a Cayman Islands
limited partnership, Freeport First Lien Loan Fund V LP, a Delaware limited partnership, Freeport.
Financial Partners 1912 Fund LP, a Delaware limited partnership, Freeport Stepstone CC LP, a
Delaware limited partnership, Freeport First Lien Loan Fund V-B (OFFSHORE), a Cayman
Islands limited partnership, Freeport Financial V Lux S.C.Sp, a Luxembourg special limited
partnership, Freeport First Lien Loan Fund VI LP, a Delaware limited partnership, Swiss Capital
FPT Private Debt Fund L.P., a Cayman Islands limited partnership, Swiss Capital Secondary
Private Debt Funds SPC, a Cayman Islands exempted company, and Freeport US Direct Lending
2019 LP, a Cayman Islands exempted limited partnership.
Our business focuses on advising clients in making investments primarily in senior secured loans
to middle market borrowers backed by private equity firms.
As used in this brochure:
• “Freeport,” “we,” “us” and “our” refer to Freeport Financial Partners LLC and its
investment advisory business;
• the “Moelis broker-dealer” refers to Moelis & Company LLC;
• the “Freeport Funds” refer to Freeport Financial SBIC Fund LP, a Delaware limited
partnership; Freeport First Lien Loan Fund III LP, a Delaware limited partnership,
Freeport First Lien Loan Fund III-B LP, a Delaware limited partnership, Freeport First
Lien Loan Fund III (Offshore) LP, a Cayman Islands limited partnership; Freeport First
Lien Loan Fund III-B (Offshore) LP, a Cayman Islands limited partnership; Freeport
Financial IV Lux S.C.Sp., a Luxembourg special limited partnership; Freeport First
Lien Loan Fund IV LP, a Delaware limited partnership Freeport First Lien Loan Fund
IV-B (OFFSHORE), a Cayman Islands limited partnership; Freeport First Lien Loan
Fund V LP, a Delaware limited partnership; Freeport First Lien Loan Fund V-B
(OFFSHORE) LP, a Cayman Islands limited partnership, Freeport Financial V Lux
S.C.Sp, a Luxembourg special limited partnership, Freeport Stepstone CC LP, a
Delaware limited partnership, Freeport Financial Partners 1912 Fund LP, a Delaware
limited partnership and Freeport First Lien Loan Fund VI LP, a Delaware limited
partnership.
• The “Onshore Funds” refer to Freeport Financial SBIC Fund LP (the “SBIC Fund”), a
Delaware limited partnership; Freeport First Lien Loan Fund III LP, a Delaware limited
partnership, Freeport First Lien Loan Fund III-B LP; Freeport First Lien Loan Fund IV
LP, a Delaware limited partnership; Freeport First Lien Loan Fund V LP, a Delaware
limited partnership; Freeport Stepstone CC LP, a Delaware limited partnership,
Freeport Financial Partners 1912 Fund LP, a Delaware limited partnership and Freeport
First Lien Loan Fund VI LP, a Delaware limited partnership.
The “Offshore Funds” refer to Freeport First Lien Loan Fund III (Offshore) LP and
Freeport First Lien Loan Fund III-B (Offshore) LP, a Cayman Islands limited
partnership; Freeport Financial IV Lux S.C.Sp., a Luxembourg special limited
partnership (the “Lux Fund”), Freeport Fund
IV-B (OFFSHORE), a Cayman Islands
limited partnership, Freeport Financial V Lux S.C.Sp, a Luxembourg special limited
partnership and Freeport Fund V-B (OFFSHORE), a Cayman Islands limited
partnership;
• The “Offshore Cayman Funds” refer to Freeport First Lien Loan Fund III (Offshore)
LP and Freeport First Lien Loan Fund III-B (Offshore) LP, a Cayman Islands limited
partnership; Freeport Fund IV-B (OFFSHORE), a Cayman Islands limited partnership
and Freeport Fund V-B (OFFSHORE), a Cayman Islands limited partnership;
• the “Principals” collectively refer to Matthew Gerdes, Joshua Howie, Stephen Papalas
and Joseph Walker;
• the “SC FPT Fund” refers to Swiss Capital FPT Private Debt Fund L.P., a Cayman
Islands limited partnership;
• the “SC Secondary Fund” refers to Swiss Capital Secondary Private Funds SPC, a
Cayman Islands exempted company ; and
• the “USDL Fund” refers to Freeport US Direct Lending 2019 LP, a Cayman Islands
exempted limited partnership (collectively the SC FPT Fund, the SC Secondary Fund,
the USDL Fund and the Freeport Funds shall be referred to as the “Funds” and the SC
FPT Fund and SC Secondary Fund shall be referred to as the “SC Funds”).
B. Description of Advisory Services
We provide investment advice to the Funds regarding the origination, underwriting, selection,
monitoring and realization of each investment held therein. Generally, we provide assistance to:
the General Partner of each Freeport Fund; Swiss Capital Invest Holding (Dublin) Limited, (the
“Manager”) who manages the SC Funds; and FFP US Direct Lending 2019 GP Ltd (the “USDL
Manager”, the general partner of the USDL Fund with respect to strategic planning, identifying
potential investments, screening and referring potential investments to the Funds, recommending
strategies for exit from investments, executing the investments, monitoring the performance of
investments, providing economic and investment analysis with respect to investments, preparing
valuations and reports in accordance with the Freeport Funds Agreements and the SC Funds/
USDL Fund investment advisory agreements. We also work with the portfolio companies directly
under the direction of the General Partner of the Freeport Funds to monitor portfolio company
performance.
The relationship between us and the Funds is governed by the Investment Advisers Act of 1940,
as amended, as well as the governing documents of each of the Funds and the terms of investment
advisory agreement concluded between us and each of the Funds. Interests in the Funds are
privately offered only to qualified purchasers, typically institutional investors (for example, banks,
family offices, public and private pension funds) and eligible high-net-worth individuals.
The Funds will primarily invest in middle-market loans issued to borrowers typically located in
the United States and exhibiting revenues between $25 million and $100 million. The Funds’
investments will primarily consist of floating-rate senior secured loans issued to borrowers backed
by private equity firms that the Principals have underwritten and believe to be top-tier firms. Some
of the senior secured loans the Funds will issue may be “one-stop financings” – meaning such a
loan will take the place of both the senior and mezzanine component of a senior/mezzanine capital
structure but will still enjoy all of the protections associated with a senior secured loan. The Funds
may provide mezzanine financing alone, provide fixed-rate senior loans or make equity
investments in very limited instances.
The investment advice we provide to the Funds is limited to the middle-market loan investment
program described immediately above and conducted by the Funds.
C. Availability of Tailored Services for Individual Clients
Our advisory services are tailored to the investment strategies of each of the Funds. Investment
restrictions are imposed in the governing agreements for the Funds, as specifically negotiated with
investors. The Firm also has side letters with certain investors, typically providing for enhanced
reporting and co-investment opportunities as well as certain fee reductions and excuse rights.
D. Wrap Fee Programs
This item is not applicable as we do not participate in any wrap fee programs.
E. Client Assets Under Management
As of December 2022, we were managing $3,372,543,237 of Regulatory Assets Under
Management on a discretionary basis in the Funds.