Intermediate Capital Group, Inc. (“Intermediate Capital”), a Delaware corporation, was formed in July
2007 and is a wholly-owned subsidiary of ICG FMC Limited, a company incorporated in the United
Kingdom. ICG FMC Limited is a wholly-owned subsidiary of Intermediate Capital Group plc, the parent
organization and a premium listed company on the London Stock Exchange. Intermediate Capital Group
plc and its affiliates (collectively, the “ICG Group”, and together with Intermediate Capital, “ICG”)
provides discretionary management and investment advisory services to third-party assets.
ICG Group is a global specialist asset management firm providing investment advice relating to private
debt (credit), mezzanine finance, syndicated bank loans (CLOs) , , structured credit, real assets (real
estate), life sciences, LP and GP led secondaries and private equity. With approximately 621 employees,
including approximately 306 investment professionals as of December 31, 2023, the ICG Group provides
investment advisory services to institutional investors, including banks and other financial institution,
insurance companies, investment companies, public and private retirement and pension plans, state and
municipal government agencies, sovereign wealth funds, hedge funds and fund of funds, corporations and
family offices. The ICG Group is headquartered in London and has offices in Paris, Madrid, Milan,
Stockholm, Frankfurt, Amsterdam, Hong Kong, Sydney, New York, Singapore, Tokyo, Luxembourg, Dubai,
Toronto, Copenhagen and Warsaw.
Intermediate Capital wholly owns four subsidiaries: ICG Debt Advisors LLC – Manager Series, ICG Fund
Advisors LLC, ICG Alternative Credit LLC and ICG Strategic Equity Advisors LLC. Pursuant to umbrella
registration, these subsidiaries are relying advisers included on Schedule R to Part 1A of the Form ADV
of Intermediate Capital. Certain personnel of one or more non-U.S. affiliates of the Advisors (as defined
below) (the “Participating Affiliates”) provide investment advice and other financial services, through
the Advisors, to U.S. clients of the Advisors pursuant to a participating affiliate agreement. Such
Participating Affiliates are deemed to be “participating affiliates” of the Advisors and such personnel are
deemed to be “associated persons” of the Advisors. The Participating Affiliates are not separately
registered as investment advisers in reliance on an SEC No-Action Letter (Uniao de Bancos de Brasileiros
S.A., pub. avail. July 28, 1992) and related SEC guidance.
Intermediate Capital formed a new Delaware series limited liability company on December 9, 2016, with
the name “ICG Debt Advisors Series LLC” (the “Series LLC”), of which the CLOs’ (as defined below)
collateral manager (then named “ICG Debt Advisors Series LLC – Manager Series”) (the “Collateral
Manager”) is a series. Concurrently therewith, Intermediate Capital contributed all of its rights, title and
interest in its ownership interests of ICG Debt Advisors LLC, a Delaware limited liability company formed
in 2013 (the “Legacy Collateral Manager”), to the Collateral Manager, pursuant to which the Legacy
Collateral Manager became a wholly-owned subsidiary of the Collateral Manager. On December 29, 2016,
the Legacy Collateral Manager assigned all of its rights, title and interest in the collateral management
agreements under which the Legacy Collateral Manager acted as collateral manager (the “Legacy
Collateral Management Agreements”) to the Collateral Manager and distributed all of its assets to
the Collateral Manager. Following such assignment and contribution, the Collateral Manager became the
collateral manager under the Legacy Collateral Management Agreements and the Legacy Collateral
Manager was unwound and dissolved. Subsequently, the Series LLC changed its name to “ICG Debt
Advisors LLC” and as a result the Collateral Manager changed its name to “ICG Debt Advisors LLC—
Manager Series”. The Series LLC also has a series named ICG Debt Advisors LLC – Holdings Series,
which is used to hold interests in CLOs necessary to comply with risk retention requirements in the
European Union.
ICG Debt Advisors LLC – Manager Series (“ICG Debt Advisors – Manager Series”) offers
discretionary management services to collateralized loan obligation vehicles, as disclosed on the Filing
Adviser’s Form ADV Part 1A and any other collateralized loan obligation vehicles as could be formed in
the future (each, a “CLO” and collectively, the “CLOs”). ICG Debt Advisors LLC – Manager Series also
provides discretionary advisory services to ICG US Senior Loan Fund (Cayman) LP and ICG US Senior
Loan Fund (Cayman) Master LP (collectively, the “Loan Fund”).
ICG Fund Advisors LLC, ICG North American Private Debt GP LP and ICG North American Private Debt
(Offshore) GP LP (the latter two entities, together, the “Private Debt Fund General Partner”, ICG
North American Private Debt II GP LP and ICG North American Private Debt II (Offshore) GP LP
(together, the “Private Debt Fund II General Partner”), ICG North America Associates III LLC and
ICG North America Associates III S.a.r.l. (the latter two entities, together, the “Private Debt Fund III
General Partner”) and, together with ICG Fund Advisors LLC, “ICG Fund Advisors”) offer
discretionary advisory services to ICG North American Private Debt Fund LP, ICG North American
Private Debt Fund (Offshore) LP and ICG North America Holdings Ltd (collectively, with any parallel
funds or accounts, the “Private Debt Fund”), ICG North American Private Debt Fund II LP and ICG
North American Private Debt Fund II (Offshore) LP (collectively, “Private Debt Fund II”), ICG North
American Credit Partners Fund III LP and ICG North American Credit Partners Fund III (Feeder) SCSp
(collectively, with any parallel funds or accounts, the “Private Debt Fund III” and together with the
Private Debt Fund and Private Debt Fund II, the “Private Debt Funds”). Intermediate Capital also wholly
owns ICG Debt Administration LLC, which acts as administrative agent with respect to certain
investments made by the Private Debt Fund and other investors. Unless otherwise provided, any
references to the “Private Debt Fund General Partner” herein are deemed to include the Private Debt
Fund II General Partner and Private Debt Fund III General Partner.
ICG Alternative Credit LLC (“ICG Alternative Credit”), offers discretionary advisory services to ICG
Alternative Credit (Cayman) Master LP (the “Alternative Credit Master Fund”), ICG Alternative
Credit (Cayman) LP (the “Alternative Credit Offshore Feeder Fund”), ICG Alternative Credit Ltd.
(the “Alternative Credit Corporate Feeder Fund”) and ICG Alternative Credit (Delaware) LP (the
“Alternative Credit Onshore Fund” and, collectively with the Alternative Credit Master Fund, the
Alternative Credit Offshore Feeder Fund and the Alternative Credit Corporate Feeder Fund, the
“Alternative Credit Fund”). The Alternative Credit Offshore Feeder Fund and the Alternative Credit
Onshore Fund invest substantially all of their assets in the Alternative Credit Master Fund. The Alternative
Credit Corporate Feeder Fund invests substantially all of its assets in the Alternative Credit Offshore
Feeder Fund. ICG Alternative Credit offers discretionary advisory services to Raattama Fund Limited,
which invests substantially all of its assets in the Alternative Credit Corporate Feeder Fund and in profit
sharing notes issued by Raattama Fund Cayman LP, which invests substantially all of its assets in certain
co-investment opportunities made available by ICG Alternative Credit. ICG Alternative Credit offers
discretionary advisory services to ICG Alternative Credit Warehouse Fund I, LP, which is a single investor
fund organized primarily to invest capital into CLO warehouses managed by unaffiliated CLO managers.
ICG Alternative Credit also offers discretionary advisory services to ICG Structured Special Opportunities
(Offshore) LP (the “SSO Cayman Feeder Fund”) and ICG Structured Special Opportunities (Cayman)
Master LP (the “SSO Master Fund”, and collectively with the SSO Cayman
Feeder, the “SSO Fund”).
The SSO Cayman Feeder Fund invests substantially all of its assets in the SSO Master Fund.
ICG Strategic Equity Advisors LLC, ICG Strategic Secondaries II GP LP, ICG Strategic Secondaries II
(Offshore) GP LP, ICG Strategic Equity III GP LP, ICG Strategic Equity III (Offshore) GP LP, ICG Strategic
Equity IV GP LP, ICG Strategic Equity IV GP LP SCSp, ICG Strategic Equity Associates IV LLC, ICG
Strategic Equity GP V LLC and ICG Strategic Equity GP V S.a.r.l. (collectively, as the context requires, the
“Equity Fund General Partner”) and ICG Strategic Equity Side Car GP LP and ICG Strategic Equity
Side Car II GP LP (collectively, as the context requires, the “Side Car General Partner” and,
collectively with ICG Strategic Equity Advisors LLC, the Equity Fund General Partner, “ICG Equity
Advisors”) offer discretionary advisory services to ICG Augusta Partners Co-Investor II LP and ICG
Augusta Partners Co-Investor II (Offshore) LP (together, the “Augusta Fund”), ICG Cheetah Co-
Investor II LP and ICG Cheetah Co-Investor II (Offshore) LP (together, the “Cheetah Fund”), ICG Dallas
Co-Investor LP and ICG Dallas Co Investor (Feeder) LP (together, the “Dallas Fund and collectively
with the Augusta Fund and the Cheetah Fund, the “Special Purpose Investment Vehicles”), ICG
Excelsior Co-Invest Side Car LP, ICG Strategic Equity Side Car I LP and ICG Strategic Equity Side Car II
LP (collectively, as the context requires, the “Side Car”), and ICG Strategic Secondaries II Holdings Ltd,
ICG Strategic Secondaries Fund II LP, ICG Strategic Secondaries Fund II (Offshore) LP, ICG Strategic
Equity Fund III LP, ICG Strategic Equity Fund III (Offshore) LP, ICG Strategic Equity Fund IV LP ICG
Strategic Equity Fund IV (Feeder) SCSp, ICG Strategic Equity Fund V (USD) LP, ICG SE V (USD Feeder)
SCSp, ICG Strategic Equity Fund V (EUR) SCSp, ICG SE V (EU Feeder) SCSp (collectively, as the context
requires, the “Equity Fund”), as the case may be. The Special Purpose Investment Vehicles, the Side Car
and the Equity Fund are collectively referred to herein as the “Equity Vehicles” and the Side Car General
Partner and the Equity Fund General Partner are collectively referred to herein as the “Equity Vehicle
General Partners”.
Intermediate Capital offers discretionary advisory services to ICG LP Secondaries Fund I LP (“LP
Secondaries Master Fund”) and ICG LP Secondaries Fund I (Feeder) SCSp (“LP Secondaries Feeder
Fund”, collectively with the LP Secondaries Master Fund, the “LP Secondaries Fund”). The LP
Secondaries Feeder Fund invests substantially all of its assets in the LP Secondaries Master Fund.
In addition, Intermediate Capital offers discretionary advisory services to ICG Ludgate Hill IIA Boston LP
and ICG Ludgate Hill IIIA Porsche LP (collectively, the “ICG LP Secondaries Master Co-Investment
Vehicles”) which are warehousing and co-investment vehicles affiliated with the LP Secondaries Fund,
and ICG Ludgate Hill (Feeder) IIA Boston SCSp and ICG Ludgate Hill (Feeder) IIIA Porsche SCSp
(collectively, the “ICG LP Secondaries Feeder Co-Investment Vehicles” and collectively with the
ICG LP Secondaries Master Co-Investment Vehicles, the “ICG LP Secondaries Co-Investment
Vehicles”). Each ICG LP Secondaries Feeder Co-Investment Vehicle invests substantially all of its assets
in its respective ICG LP Secondaries Master Co-Investment Vehicle.
Intermediate Capital could also serve as an investment adviser directly to other institutional clients,
including U.S. and non-U.S. pension plans and sovereign wealth funds through separately managed accounts
and pursuant to investment management agreements (the “SMAs”), which for purposes of this brochure
includes certain multi-strategy funds of one. Such investment management agreements (“IMAs”) are
generally negotiated on a case-by-case basis.
The CLOs, the Loan Fund, the Private Debt Fund, the Alternative Credit Fund, the SSO Fund, the LP
Secondaries Fund, the ICG LP Secondaries Co-Investment Vehicle, the Special Purpose Investment
Vehicles, the Side Car, the Equity Fund, and the SMAs, together with any future funds or accounts advised
by the Advisor, are collectively referred to herein as the “Investment Vehicles”.
The Private Debt Fund General Partner, ICG Alternative Credit (Cayman) GP Limited (the “Alternative
Credit Fund General Partner”), ICG Structured Special Opportunities GP Limited (the “SSO Fund
General Partner”), ICG LP Secondaries Associates I LLC (the “LP Secondaries General Partner”),
ICG LP Secondaries Fund Associates I S.A.R.L (the “LP Secondaries Lux GP”) and the Equity Vehicle
General Partners are not separately registered as investment advisers in reliance on an SEC No-Action
Letter (American Bar Association, Subcommittee on Private Investment Entities, pub. avail. December 8,
2005).
Each Investment Vehicle is exempt from registration as an investment company pursuant to Section 3(c)(7)
or 7(d) of the U.S. Investment Company Act of 1940, as amended.
ICG Debt Advisors – Manager Series, ICG Fund Advisors, ICG Alternative Credit, ICG Equity Advisors
and Intermediate Capital are herein collectively termed the “Advisors” or “ICG”, and each, individually,
an “Advisor.”
Each CLO invests in a diversified pool consisting primarily of loans and, in some cases, to a lesser extent
as permitted by the governing documents and/or applicable regulatory exemptions, bonds and other
obligations. The Private Debt Funds invest in portfolios of private investments primarily consisting of
subordinated debt, but which could also include senior secured debt, preferred stock, equity co-
investments and other assets and securities. It primarily targets investments in middle market North
American companies. The Alternative Credit Fund invests in a portfolio of credit investments consisting
of high yield and investment grade securities, as well as other illiquid and structured credit instruments.
Each of the Special Purpose Investment Vehicles pursues a private equity secondaries investment strategy
by investing in an identified investment vehicle that is sponsored by a third party not affiliated with ICG.
The Equity Fund and the Side Car each pursue a private equity secondaries investment strategy by investing
in a portfolio of private investments, primarily consisting of purchases of interests in underlying funds
through fund restructuring transactions and other secondary market transactions, as well as other
investments.
The terms upon which Intermediate Capital serves as investment manager (investment advisor) to Pooled
Investment Vehicles are generally set out in the governing (organizational and offering) documents entered
into by Intermediate Capital with respect to the relevant Investment Vehicle and disclosed in the offering
or disclosure documents for the relevant Investment Vehicle, as applicable. These terms, which vary
among each Investment Vehicle, could limit the investments Intermediate Capital can invest on behalf of
the relevant Investment Vehicle based on security classes, geographies, concentration limits, leverage limits
and/or other criteria, among others. Therefore, Intermediate Capital manages the Investment Vehicles
pursuant to the objectives specified in the materials through which they are offered and generally will not
tailor investment advice to the individual needs of any particular investor in an Investment Vehicle
(“Investors”). Investors do not have the right to specify, restrict, or influence the investment objectives
or any investment or trading decisions of the relevant Investment Vehicle, except insofar as they have
consent rights to certain amendments to the limited partnership agreement (each, a “Limited
Partnership Agreement”) governing such Investment Vehicle, or, in the case of a CLO, following an
event of default or as expressly permitted by the CLO documentation.
As of December 31, 2023, ICG managed “Regulatory Assets under Management” of approximately
$30,393,452,037 on a discretionary basis for the Investment Vehicles.