Who We Are
TerraCap Management, LLC (referred to herein as “We,” “Our,” “Us,” the “Firm,” “TerraCap,” or
TerraCap Management”) is an investment adviser in the State of Florida. We are governed by our
owners and principals, Walter S. Hagenbuckle and Robert M. Gray. The only owners of TerraCap
Management holding more than 25% are Mr. Hagenbuckle and Mr. Gray.
Services We Offer
We serve as the manager and investment adviser to four pooled investment vehicles, three of which
consist of two co-mingled funds and one of those commingled funds serves as the master fund in a
master-feeder arrangement; TerraCap Partners LP, TerraCap Partners II (Institutional) LP, TerraCap
Partners II (HNW) LP, TerraCap Partners III (Institutional) LP, TerraCap Partners III (HNW) LP, TerraCap
Partners IV (Institutional) LP and TerraCap Partners IV (HNW) LP, TerraCap Partners V (Institutional)
LP, TerraCap Partners V (HNW) LP, TerraCap Partners VI (Institutional) LP, TerraCap Partners VI
(HNW) LP (each a “Fund” or collectively the “Funds”). TerraCap Partners IV (Institutional) LP is the
master fund in a master- feeder arrangement. TerraCap Partners IV (ERISA) LP is the feeder fund in
the aforementioned arrangement. TerraCap Partners V (Institutional) LP is the master fund in a
master-feeder arrangement. TerraCap Partners V (ERISA) LP is the feeder fund in the aforementioned
arrangement. TerraCap Partners VI (Institutional) LP is the master fund in a master-feeder
arrangement. TerraCap Partners VI (ERISA) LP is the feeder fund in the aforementioned arrangement.
We may serve as manager and investment adviser to additional pooled investment vehicles in the
future. Our investment decisions are made in compliance with the investment guidelines disclosed
in the offering materials for the Funds. Each potential investor in the Funds receives a complete set
of offering materials prior to investing in the Funds. We do not tailor our advisory services to the
individual needs of the investor.
We presently seek investment opportunities in the form of equity and debt investments in real estate
properties, primarily consisting of commercial real estate in the southern United States. Investment
decisions are based on our assessment of the risks associated with each investment, the amount of
capital committed, the potential for income and profits from such investments, and the likelihood of
a successful exit from the investment.
We will manage the business, investment and financial affairs of the Funds, including the exercise of
appropriate care and control of all business decisions during the term of the Funds. In performing
our investment services, our primary function will be to identify, analyze, and select potential
investments for the Funds. We will also monitor the financing, development, operations, and ultimate
sale and/or liquidation of investments in the Funds.
We establish such bank and securities accounts, borrowing arrangements and other accounts or
facilities as we determine necessary or desirable in effecting investment transactions on behalf of the
Funds and maintain the Funds’ records and files relating to their investments. We also prepare, or
cause to be prepared, periodic reports detailing the Funds’ holdings and such other relevant financial
information as we determine necessary.
Similar Investments and Other Disclosures
Unless prior written consent is received from holders of a majority of the Fund then, until the time at
which at least 75 percent of a Fund’s capital contributions have
been invested in or otherwise
committed (“Restriction Period”), neither the Manager, the General Partner or their affiliates will
close on any other investment fund that has as its primary objective the identification, qualification,
acquisition, entitlement, management, marketing and sale of real estate assets located primarily in
the southern United States. If a competing fund is organized after the Restriction Period, then, until the
time at which at least 90 percent of the Partnerships’ capital contributions have been invested (“Full
Investment”), a competing fund may not close on any Investment.
The Funds will not invest in, acquire Investments from, nor sell Investments to, any entity in which the
Manager, the General Partner or any of their affiliates has either (a) 2.5 percent or more of the
outstanding equity interests or (b) a pre-existing economic interest of more than $50,000.
The Funds may co-invest with third parties through partnerships, joint ventures or other entities,
thereby acquiring non-controlling or partially-controlling interests in certain investments. Although
the Funds may not have control over these investments and therefore, have a limited ability to
protect its position therein, TerraCap expects that appropriate rights will be negotiated to protect the
Funds’ interests.
Nevertheless, such investments involve risks not present in investments where a third party is not
involved, including the possibility that a third party partner or co-venture will have financial
difficulties resulting in a negative impact on such investment, will have economic or business interests
or goals which are inconsistent with those of the Funds, or be in a position to take action contrary to
the Funds’ investment objectives.
In certain other investments, the Funds exercise control. The exercise of control over an entity can
impose additional risks of liability for environmental damage, failure to supervise management,
violation of government regulations (including securities laws) or other types of liability in which the
limited liability characteristics of business ownership may be ignored. If these liabilities were to arise,
the Funds might suffer a significant loss.
More detailed information on similar investments, competing funds, co-investments, and potential
conflicts is available in the offering documents of each current Fund.
It is our intention and goal to always put the interest of the client and underlying investors above the
interest of the Firm, or any of its related persons.
The Firm’s principals and Funds’ General Partners (individually and collectively, the “GP”) have
primary responsibility for resolving conflicts of interest involving the Funds. All principal and GP
decisions are documented, including the reasoning, factors considered, and supplemental data
collected.
While conflicts could materially and adversely affect the Funds, the principals and GPs, in their sole
judgment and discretion, will attempt to mitigate such potential adversity by the exercise of business
judgment in an attempt to fulfill its fiduciary obligations. TerraCap Management cannot be assured
that such an attempt will prevent adverse consequences resulting from the numerous potential
conflicts of interest.
Assets Under Management
We have approximately $2,322,877,683 in discretionary regulatory assets under management as of
the filing of our Form ADV. We do not manage any assets on a non-discretionary basis. Back- up
calculations are available upon request.