Firm Background
Nexus is a Delaware limited partnership that was formed on July 9, 2013, for the purpose of
providing discretionary portfolio management and investment advisory services. Nexus and its
advisory affiliates are headquartered in Los Angeles, California. The primary principal owners of
Nexus are Messrs. Damian J. Giangiacomo, Michael S. Cohen and Daniel Flesh (each, a
“Principal” and together, the “Principals”). Nexus Partners LLC (“Nexus Partners”), a Delaware
limited liability company, is the general partner to Nexus Partners GP LP (“Nexus GP”), a
Delaware limited partnership, the general partner to Nexus. The Principals control Nexus Partners
and Nexus GP. Prior to founding Nexus, the Principals were both Partners at Apollo Global
Management (“Apollo”), where they worked together in Apollo’s flagship Private Equity Group
for thirteen (13) years, executing private equity, distressed debt and special situations investments.
Led by Messrs. Giangiacomo, Cohen and Flesh, Nexus has a seasoned team of investment
professionals with over fifty (50) years of collective investment experience across private equity
and distressed credit. The Nexus investment team has collectively participated in over fifty (50)
transactions, representing over $10 billion of cumulative transaction value.
Nexus does act as a general partner to one of its affiliated pooled investment vehicles, Gateway
Illumine Holdings. Additionally, certain of Nexus’ affiliates, including Nexus Special Situations
GP II,L.P., Nexus Special Situations GP III, L.P., Gateway GP PCO, L.P., Gateway Highlander
GP, LLC, Encore CPG Holdings GP, LLC, Nexus Partners GP, LP, Database Coinvest GP, LLC,
, Wonder Coinvest GP, LLC , Rothwell Ventures I GP, L.P. and Gateway Loan Investments GP,
LLC serve as general partners to one or more of the pooled investment vehicles and have delegated
exclusive investment advisory and other authority with respect to such pooled investment vehicles
to Nexus (each a “General Partner” and collectively, the “General Partners”). See Item 10 – Other
Financial Industry Activities and Affiliations of this Brochure for more information regarding
Nexus’ affiliated entities.
Advisory Services
Nexus offers discretionary (and non- discretionary) portfolio management and investment
advisory (and sub-advisory) services to pooled investment vehicles and institutional separately
managed accounts. Nexus currently provides discretionary portfolio management and investment
advisory services to eleven (11) affiliated (i.e., sponsored) privately offered pooled investment
vehicles (collectively, the “Sponsored Private Funds” are collectively referred to herein as the
“Funds” or the “Clients”).
In the future, Nexus may provide discretionary (or non- discretionary) portfolio management and
investment advisory services (directly or indirectly through a sub-advisory arrangement with the
Client's primary investment adviser) to institutional separately managed accounts or other pooled
investment vehicles. The type of Funds to which Nexus currently provides investment
management services is more fully disclosed in Nexus’ Form ADV Part 1 and summarized in Item
7 – Types of Clients of this Brochure.
Nexus pursues distressed, special situations and private equity investments primarily in middle
market companies that are primarily based in the United States and operating in Nexus’ core target
industries, which include: (i) industrials; (ii) consumer, including retail and food; (iii) building
products; and (iv) education (collectively, the “Core Industries”). By employing a deep-value,
contrarian strategy, Nexus intends to target investments with asymmetric risk/return profiles
primarily in its Core Industries that may require financing to fund a corporate event such as a
buyout, recapitalization, ownership transfer, sourcing of expansion and growth capital or
refinancing/restructuring. Nexus primarily pursues transactions in such middle market companies
by investing in senior secured loans and other asset-based loans, stressed and distressed debt,
investment and non-investment grade credit, and structured debt and equity. See Item 8 - Methods
of Analysis, Investment Strategies and Risk of Loss of this Brochure for more information on
Nexus’ investment strategies philosophy, context and process, including portfolio construction.
Nexus’ investment advisory (or sub-advisory) services consist of managing a Fund’s portfolio of
investments, pursuant to an investment management agreement or other similar governing
agreement (the “Management Agreement”), by providing origination, acquisition, asset
management, and other administrative services to each respective Fund in accordance with each
Fund’s respective private placement memorandum, offering memorandum, offering circular,
limited partnership agreement, or other similar disclosure and governing documents (collectively,
the “governing documents”). Nexus’ investment advisory (or sub-advisory) services consist of,
but are not limited to, managing each Fund’s portfolio of investments, including sourcing,
selecting, and determining investments in each Fund, monitoring investments
by each Fund and
executing transactions on behalf of each Fund in accordance with the investment objectives,
policies and guidelines set forth in each respective Fund’s governing documents. Accordingly,
Nexus’ investment advisory services to the Funds are not tailored to the individualized needs or
objectives of any particular Fund investor. An investment in a Fund by an investor does not, in
and of itself, create an advisory relationship between the investor and Nexus. Investors are not
permitted to impose restrictions or limitations on the management of any Fund. A Fund’s general
partner may enter into side letter agreements or arrangements with one or more investors in a Fund
that alter, modify or change the terms of the interests held by such investors.
When Nexus serves as investment adviser (or sub-adviser), it enters into a written Management
Agreement with each of its advisory Clients, as described herein above. Such Management
Agreements include provisions related to each Client’s management fees, investment strategy,
investment guidelines, termination rights, and sub-adviser, if applicable.
When Nexus serves as a sub-adviser, Nexus enters into a sub-advisory agreement with an
unaffiliated investment adviser. These sub-advisory agreements typically include information
related to Nexus’ sub-advisory fee, investment strategy, investment guidelines, termination rights
and proxy voting. The adviser enters into an investment management agreement with the end
client.
Tailored Advice and Client-Imposed Restrictions
Investments for each Client are managed in accordance with the Client’s investment objectives,
strategies, restrictions, and guidelines and are generally not tailored to the individualized needs of
any particular investor of the Client. Information about each Fund, and the particular investment
objectives, strategies, restrictions, guidelines, and risks associated with an investment, is described
in each respective Fund’s governing documents, which are made available to investors only
through Nexus, the Fund’s primary investment adviser, or another authorized party. Since Nexus
does not provide individualized advice to investors (and an investment in a Fund does not, in and
of itself, create an advisory relationship between the investor and Nexus), investors must consider
whether a particular Fund meets their investment objectives and risk tolerance prior to investing.
Nexus may tailor its advisory services to the individual needs of an institutional separate account
client (“SMA”) or to the individual needs of single investor fund (“SIF”). Nexus may agree with
a SMA or SIF to manage such SMA’s or SIF’s assets against a particular benchmark or pursuant
to an investment management agreement, which include provisions related to management fees,
investment strategy, investment guidelines, termination rights and sub-adviser, if applicable.
SMAs and SIFs should be aware, however, that certain restrictions can limit Nexus’ ability to act
and as a result, the SMA’s or SIF’s performance may differ from and may be more or less
successful than that of other Clients’ accounts managed by Nexus.
Prospective clients and prospective client investors must consider whether a particular Nexus
advisory relationship is appropriate for their own circumstances based on all relevant factors
including, but not limited to, the prospective client’s own investment objectives, liquidity
requirements, tax situation and risk tolerance. Prospective clients are strongly encouraged to
undertake appropriate due diligence including, but not limited to, a review of governing documents
relating to the proposed investment program for the SMA or SIF and to investigate additional
details about Nexus’ investment strategies, methods of analysis and related risks, before making
an investment decision or committing to a service provided by Nexus. See Item 8 – Methods of
Analysis, Investment Strategies and Risk of Loss of this Brochure for a more detailed discussion
on investment strategies and the risks involved with such strategies.
ALL DISCUSSION OF A FUND IN THIS BROCHURE, INCLUDING BUT NOT
LIMITED TO ITS INVESTMENTS, THE STRATEGIES USED IN MANAGING A
FUNDS, AND CONFLICTS OF INTEREST FACED BY NEXUS IN CONNECTION WITH
THE MANAGEMENT OF A FUNDS ARE QUALIFIED IN THEIR ENTIRETY BY
REFERENCE TO THE RESPECTIVE FUND’S GOVERNING DOCUMENTS.
Wrap Fee Disclosure
Nexus does not participate in or sponsor any wrap fee programs.
Assets Under Management
As of December 31, 2023, Nexus managed approximately $2,504,505,659 in client regulatory
assets under management, which all were on a discretionary basis.
The SEC has adopted a uniform method for advisers to calculate assets under management for
regulatory purposes which it refers to as an adviser’s “regulatory assets under management.”
Regulatory assets under management are generally an adviser’s gross assets, i.e., assets under
management without deduction for outstanding indebtedness or other accrued but unpaid
liabilities. Nexus reports its regulatory assets under management in Item 5 of Part 1 of Form ADV
which you can find at www.adviserinfo.sec.gov.