GPB Capital Holdings, LLC, a Delaware limited liability company (“GPB”), is a New York-based middle-
market acquisition and operations firm with a management team (at GPB and its affiliates) of experienced
financial, management and accounting professionals with private investment and acquisitions experience.
GPB was formed in March 2013 and is owned by David Gentile. Mr. Gentile has stepped down from his
executive positions at GPB and its affiliates, and therefore no longer has decision making authority, day-to-
day management authority or responsibility for GPB, any Partnership or any Portfolio Company (as defined
below).
GPB or an affiliate thereof serves as general partner, special limited partner and/or manager for seven
partnerships. The partnerships either (i) do not meet the definition of an “investment company” under the
Investment Company Act of 1940, as amended (the “1940 Act”) (such partnerships referred to herein as
“Companies”) or (ii) qualify for an exemption under the 1940 Act as “Private Funds,” and are therefore not
registered under the 1940 Act (such Companies and Private Funds referred to herein together as
“Partnerships”). The interests (“Interests”) in the Companies and Private Funds are not registered under the
Securities Act of 1933, as amended (the “1933 Act”).
GPB manages the seven Partnerships by: (i) providing investment advisory services to the Partnership that is
a Private Fund under the 1940 Act, and (ii) other advisory services to the six Partnerships that are not
investment companies under the 1940 Act.
The principal purposes of most of the Partnerships are (i) to acquire controlling majority (and in many cases,
wholly owned) interests, whether equity, debt or otherwise, in income-producing, middle-market private
companies in North America; (ii) to provide hands-on managerial and operational assistance to such
companies (directly or through its affiliate Highline Management, Inc. “Highline”)); and (iii) to further
develop operations of such companies and increase cash flow and current income from operations. The
Partnerships generally focus on (i) acquisitions of companies with strong management, earnings and market
positions in sectors, including, but not limited to, automotive retail, waste management, technology enabled
services, energy, healthcare, and real estate; and (ii) purchasing senior secured notes of (or otherwise make
loans to) small and medium-size businesses primarily in North America (the foregoing businesses acquired
by Partnerships are collectively referred to herein as the “Portfolio Companies”). As further, described later
in this Item 4, the Selling Entities (which are defined below and include a Partnership and certain GPB
affiliates) sold substantially all of their automotive retail assets pursuant to the Transaction (also defined
below) – see Sale of Prime Automotive Group Assets.
The Partnership that is a Private Fund is currently a feeder vehicle designed to meet the needs of certain U.S.
tax-exempt investors and a financing vehicle designed to both (a) meet the needs of non-U.S. investor and (b)
provide additional capital availability through a loan and credit facility to certain Partnerships’ acquisition
and operational activities.
GPB’s strategy, on behalf of the Partnerships, has been to acquire Portfolio Companies with strong
management teams and to provide such Portfolio Companies the strategic planning, managerial insight and
capital needed to enable them to achieve the next stage of development and profitability. In turn, GPB attempts
to provide the investors in the Partnerships (the “Investors”) the potential for distributions and long-term
returns. The services are provided by GPB to the Partnerships in accordance with a Partnership’s governing
documents whereby GPB serves as the Partnership’s general partner. Investment restrictions for a Partnership,
if any, are generally established in the governing or offering documents of the applicable Partnership and/or
side letter agreements negotiated with Investors in the applicable Partnership (such documents collectively, a
Partnership’s “Offering Documents”). Accordingly, investment advice is provided directly to the
Partnerships, subject to the discretion and control of the applicable general partner (if not GPB), and not
individually to the Investors in the Partnerships.
Highline Management, Inc. was formed in January 2020 to assume certain day-to-day duties and
responsibilities of GPB with respect to the management of the business affairs, operations and financial
reporting of the Partnerships and Portfolio Companies. The services provided to the Partnerships and Portfolio
Companies by Highline include accounting, financial reporting and management consulting services to
administer, manage, direct and oversee the day- to-day business affairs, operations and financial reporting of
the Partnerships and Portfolio Companies. Highline provides such services pursuant to a Management
Services Agreement. As an Operations Support Provider (as defined below), Highline is paid an operation
service provider fee for services provided to the Partnerships and Portfolio Companies subject to the Highline
Board and SEC Monitor’s (as defined below) approval, following Highline’s delivery of the annual written
budget to GPB detailing the fees, costs and expenses that will be incurred by Highline in providing its services.
Certain Regulatory and Other Proceedings involving GPB: As further described in Item 9: “Disciplinary
Information,” GPB and certain individuals are currently subject to certain enforcement proceedings, which
include a criminal action (the “Indictment”) in the Eastern District of New York (“EDNY”) against David
Gentile, Jeffry Schneider and Jeffrey Lash (the “Indicted Individuals”); a civil action against GPB and the
Indicted Individuals, Ascendant Capital and AAS brought by the SEC (the “SEC Action”) in the EDNY; the
monitor order (“Monitor Order”) appointing Joseph T. Gardemal III, a Managing Director of Alvarez &
Marsal, as independent monitor; the amended Monitor Order (“Amended Monitor Order”) adjusting various
reporting obligations of the Monitor; the Order to Show Cause by the SEC for an application to convert the
existing Monitorship over GPB and the GPB-managed funds to a Receivership and with a proposed order,
(“Receivership Application” and “Proposed Order”); the Report and Recommendation (“R&R”)
recommending that the EDNY Court grant the SEC’s Receivership Application (i.e., convert the monitorship
to a receivership); the EDNY Court Order, granting the SEC’s Receivership Application and adopting the
SEC’s Proposed Order (the “Receivership Order”); the notice of appeal, filed by Mr. Gentile and Mr.
Schneider, with the EDNY Court of the Receivership Order, along with an Application for Order to Show
Cause to the EDNY Court to stay the Receivership Order pending resolution of Mr. Gentile’s and Mr.
Schneider’s appeal to the United States Court of Appeals for the Second Circuit (the “Second Circuit”); the
EDNY Court’s denial of the Order to Show Cause; the motion for a stay pending appeal filed with the Second
Circuit filed by Mr. Gentile and Mr. Schneider; an action brought against GPB and the Indicted Individuals
by the New York State Attorney General in the Supreme Court of the State of New York, New York County
(the “New York Complaint”); and similar enforcement proceedings brought in Alabama, Georgia, Illinois,
Massachusetts, Missouri, New Jersey and South Carolina (the similar state proceedings are referred to herein
as the “Other State Complaints,” and together with the Indictment, the SEC Complaint, Monitor Order,
Amended Monitor Order, Receivership Application and the New York Complaint, collectively the
“Proceedings”). As a result of the Proceedings, the Partnerships’ acquisition and financing activities have
been reduced or ceased depending on the Partnership.
On February 11, 2021, the EDNY Judge ordered the appointment of Joseph T. Gardemal III, a Managing
Director of Alvarez & Marsal, as independent monitor over GPB, Highline and the GPB sponsored funds
(Mr. Gardemal being the “Monitor”). As long as the Monitor shall be in place, any material acquisition and
financing activities are prohibited unless approved by the Monitor. The authority of the Monitor could prevent
GPB management from taking business actions that it would otherwise take in the absence of the Monitor.
On April 14, 2021, the EDNY Judge entered the Amended Monitor Order providing that, in addition to the
SEC and GPB, certain State regulators will receive access to
the periodic reports filed by the Monitor pursuant
to the Amended Monitor Order. On May 31, 2022, Gentile filed a motion in the SEC Action to modify the
Amended Monitor Order pursuant to Rule 60(b) of the Federal Rules of Civil Procedure (“Rule 60(b)
Motion”) challenging the Monitor’s authority and limiting certain actions by the Monitor. In response to
Gentile’s filing of the Rule 60 Motion and other actions Gentile undertook to try to take back control of GPB,
on June 13, 2022, the SEC filed the Receivership Application, by Order to Show Cause in the SEC Action,
to convert the existing Monitorship over GPB, Highline and the GPB-managed funds to a Receivership and
to implement a stay of all litigation against GPB. Currently, the Receivership Application is pending before
the EDNY Judge with no timeframe a decision. See Item 9: “Disciplinary Information” for more detailed
information.
As a result of the Proceedings, David Gentile resigned as Manager and Chief Executive Officer of GPB on
February 5, 2021, and Robert Chmiel was appointed Manager and Interim Chief Executive Officer of GPB
effective February 5, 2021. On July 1, 2021, Mr. Chmiel was appointed GPB’s Chief Executive Officer. Mr.
Chmiel was also appointed Chief Executive Officer of Highline on February 2, 2022.
Additionally, GPB, Highline, the Partnerships and the Portfolio Companies are incurring significant
legal and other costs due to the Proceedings, including indemnification and advancement obligations
for defendants, including the Indicted Individuals, in the Proceedings and other civil actions. These
costs could have a material adverse impact on GPB, Highline, the Partnerships and Portfolio Companies.
See also Item 8: “Methods of Analysis and Investment Strategies – General Risks,” for further
discussion of certain costs and risks associated with the Proceedings. Due to the Proceedings, no
additional Interests in the Partnerships will be sold.
GPB’s Regulatory Assets under Management: GPB manages seven Partnerships, each of which is managed
on a discretionary basis. For five of those Partnerships, a portion of the assets are Portfolio Companies, the
value of which GPB does not count as regulatory assets under management (“RAUM”) for purposes of GPB’s
Form ADV. For clarity, GPB’s reported RAUM does not reflect the full value of all of GPB’s assets under
management (“AUM”). ACCORDINGLY, A PORTION OF THE ASSETS MANAGED BY GPB DOES
NOT CONSTITUTE RAUM, AND THUS RAUM IS NOT INDICATIVE OF GPB’S TOTAL AUM.
To assist in estimating the fair value and assessing goodwill with respect to certain Partnerships, GPB retains
a third-party valuation firm to perform calculations relative to certain investments, which are complete.
RAUM will fluctuate from time to time due to the Partnerships’ acquisitions and dispositions of assets, and
portfolio company performance. As of December 31, 2023, GPB manages an estimated $1,150,393,850 of
assets that do qualify as RAUM. The most recent RAUM is significantly higher than the RAUM reported on
GPB’s previous Form ADV, filed on March 31, 2023. This change is due to liquidation of the majority, or
substantially all, of some of the Partnership’s assets to cash which is included in RAUM, resulting in a large
increase as compared to the March 31, 2023 RAUM reported.
Sale of Prime Automotive Group Assets. In November 2021, pursuant to a purchase agreement among the
parties (the “Purchase Agreement”) GPB Automotive Portfolio, LP and GPB Holdings II, LP (collectively
“GPB Automotive,” both investment advisory clients and Partnerships managed by GPB) and certain
affiliates closed the sale of substantially all their automotive assets to Group 1 Automotive, Inc. (the
"Purchaser"). The subsidiaries of GPB Automotive involved include Capstone Automotive Group, LLC, a
Delaware limited liability company, Capstone Automotive Group II, LLC, a Delaware limited liability
company, Automile Parent holdings, LLC, a Delaware limited liability company, Automile TY Holdings,
LLC, a Delaware limited liability company, and Prime Real Estate Holdings, LLC, a Delaware limited
liability company (the “Selling Entities”). The Selling Entities sold substantially all of the assets or equity of
the Selling Entities, including, but not limited to the Selling Entities’ real property, vehicles, parts and
accessories, goodwill, permits, intellectual property and substantially all contracts, that relate to their
automotive dealership and collision center businesses, and excluding certain assets such as cash and certain
receivables (collectively, the “Transaction”).
In particular, in November 2021, the Selling Entities obtained the necessary manufacturer approvals and
completed the sale of substantially all of its assets, including real estate, three collision centers, and 27 of its
29 Prime Automotive Group dealerships to the Purchaser. In December 2021, the Selling Entities obtained
the necessary manufacturer approvals and completed the sale of its Toyota Route 2 dealership (28th dealership)
and the related real estate to a third party. The aggregate consideration for all of the 28 dealership purchases
and real estate was $824.9 million after taking into account the payoff of floorplan financing and mortgage
debt outstanding at the time of the Group 1 Sale. The aggregate consideration is subject to customary post-
close adjustments as defined in the Automotive Purchase Agreement. The above is a summary description of
the Purchase Agreement, which can be found in its entirety in the GPB Automotive Portfolio, LP Form 10-K
public filing for the fiscal year ended December 31, 2023 as Exhibit 2.1 in “Item 15. Financial Statements
and Exhibits.”
Of the 29 dealerships expected to close at the time of the sale, GPB Automotive closed on 28 dealerships.
One remaining dealership, AMR Auto Holdings – SM, LLC d/b/a Prime Subaru Manchester ("Prime Subaru
Manchester",) had not received approval for transfer from its Subaru distributor in New Hampshire. In
anticipation of the transfer, $33.4 million was placed in escrow by the Purchaser to be released to the
Partnership pursuant to the Purchase Agreement when ownership of Prime Subaru Manchester transferred to
the Purchaser; however, it was released to the Selling Entities in April 2022.
On October 16, 2023, GPB Automotive transferred the legal ownership of Prime Subaru Manchester to the
Purchaser following the parties’ settlement of litigation. The net consideration received for the ownership
transfer of Prime Subaru Manchester, including the initial closing consideration, was $34.5 million. The
aggregate consideration is subject to customary post-close adjustments as defined in the Purchase Agreement.
See “Item 3. Legal Proceedings” for more information on the Prime Subaru Manchester litigation and
transaction..
In connection with the Transaction, GPB settled outstanding claims with David Rosenberg, an interest holder
in Automile Parent Holdings, LLC, for an undisclosed amount.
Further, at the closing of the Transaction, $45 million of the Purchase Price was deposited into escrow as a
contingent reserve to be used, if necessary, to compensate the Purchaser for any post-closing indemnifiable
losses pursuant to the terms of the Purchase Agreement, with 50% to be released to the Selling Entities 12
months after the closing of the Transaction and the remainder to be released to the Selling Entities 24 months
after the closing of the Transaction, subject to pending claims, if any. The first 50% of the reserve was released
to the Selling Entities in October 2022 and the second 50% of the reserve was released as of December
2023.The Purchase Agreement contains customary representations and warranties made by each of the
parties, and the Selling Entities and the Purchaser have agreed to indemnify one another against certain
damages, subject to certain exceptions and limitations.
Sale of Health Prime International Assets. On December 15, 2023, H2’s 96% owned subsidiary HPI Holdings
LLC, which owned all of the issued and outstanding membership interests of HPI Holdco LLC (“HPI”),
signed a Membership Interest Purchase Agreement with Lotus HPI Buyer, Inc. (the “Buyer”), whereby the
Buyer acquires all of the membership interests in HPI for an enterprise value of $190 million (the
“Transaction”). On January 19, 2024, H2 completed the sale of HPI in an all cash transaction for the $190
million, consistent with the Transaction defined above. This transaction may represent substantially all of
GPB Holdings II, LP’s holdings.