The Adviser was organized in 2013 to provide investment management services to investors in
the private credit market. The Managing Members of the Adviser, Jason Block, Erik Glover and
Daniel Tamkin own a majority of the equity of the Adviser and constitute a majority of the
Adviser’s Investment Committee.
The Adviser manages the following private investment funds: Freedom 3 Investment II, LP (“Fund
2”), Freedom 3 Investments Rated, LLC (the “Fund 3 Feeder”), Freedom 3 Investments III, LP
(“Fund 3”) (with and without the Fund 3 Feeder), F3 2018 Feeder, LLC (the “2018 Fund”), F3
Investments IV Rated Feeder-A, LLC (“Feeder A”), F3 Investments Rated IV Feeder-B, LLC
(“Feeder B”), Freedom 3 Investments IV, LP (with and without Feeder A and Feeder B (“Fund
4”), F3C 2019 SPV, LLC (the “2019 SPV”), Freedom 3 Liquidity Fund, LP (the “LQ Fund”), F3
Senior Finance, LLC (the “Senior Fund”), F3 Investments Rated V, LLC (“Fund 5 Feeder”), and
Freedom 3 Investments V, LP (with and without Fund 5 Feeder “Fund 5”) are sometimes referred
to collectively as the “Funds”. Freedom 3 GP II LLC (“Fund 2 GP”), Freedom 3 GP III, LLC
(“Fund 3 GP”), F3 2018 GP, LLC (“2018 GP), Freedom 3 GP IV LLC (“Fund 4 GP”), Freedom 3
LF GP, LLC (the “LF Fund GP”), F3 Senior Fund MM, LLC (the “Senior MM”) and F3 GP V,
LLC (“Fund 5 GP”) are sometimes referred to collectively as the “General Partners”. Furthermore,
the Adviser also provides investment advice to institutional investors, in some cases alongside the
Funds (“Accounts”). Certain investments owned by the Funds and Accounts are held via special
purpose vehicles (“SPVs”) managed by the Adviser or one of the General Partners. Five of these
SPVs, F3C Dental, LLC, F3C Foods, LLC, F3C AK, LLC, F3 Baseball, LLC and F3C WISP,
LLC, are our advisory clients and are included in references to the term Funds as defined above.
The Adviser also serves as the discretionary subadvisor to a series of the Spearhead Insurance
Solutions IDF, LLC, designated as the Series F3C (d/b/a Freedom 3 Insurance Dedicated Fund),
(“F3C IDF”). Except as otherwise expressly provided herein, F3C IDF is included in references to
the term Funds as defined above. Interests in F3C IDF are only offered to insurance company
investors on behalf of certain of their segregated separate accounts that fund certain variable life
insurance contracts.
Funds and Accounts are referred to collectively as (“Clients”). Funds and Accounts, except the
Senior Fund, the LQ Fund, F3C IDF and one Account for an insurance company are referred to as
“Mezzanine Clients” investing primarily in Mezzanine Assets (secured notes, unsecured notes,
uni-tranche debt and preferred and common equity. The Senior Fund, the LQ Fund, and one
insurance company Account are referred to from time to time as “Senior Clients” and invest in
Senior Assets (first lien loans and notes). The business of underwriting and monitoring Senior
Assets is referred to as the “Senior Business” and the business of underwriting and monitoring
Mezzanine Assets is referred to as the “Mezzanine Business”. F3C IDF is referred to simply as the
“F3C IDF” as it can invest in both Mezzanine and Senior Assets as well as in other assets as
determined by the Adviser from time to time.
As of December 31, 2023, the total regulatory assets under management with the Adviser was
$1,114,082236, all of which are on a discretionary basis. All Accounts are treated as discretionary
accounts since the Adviser either has full discretionary power or otherwise controls the right to
vote or sell, has full responsibility for monitoring and securing information, providing input to, or
interacting with and making similar decisions with respect to Account securities, even though the
Adviser does not have authority to decide which securities to purchase for those Accounts.
The Adviser primarily invests the Clients in private credit instruments, warrants and common
and preferred stock o f middle market companies in North America with approximately $10
million to $70 million of EBITDA and enterprise values generally between $100 million and $1
billion. The Adviser seeks to invest in companies with leading or highly defensible market
positions led by strong management teams.
Investments are recommended by the Adviser and determined by the General Partners in the
case of the respective Funds. Currently the Adviser does not have the unilateral discretion to
select investments for any Account but rather will recommend an investment for an Account after
determining that any suitable Fund has been allocated the amount deemed appropriate by the
Adviser. If and when the Adviser has discretion to select investments for Accounts, investments
are allocated among the Accounts and Funds based on certain criteria including length of the
investment period (e.g., one, two or three years) and the expected number of total investments for
each Account and Fund over their respective investment periods. Once an investment is made, the
Adviser has discretionary authority over the investments made through the Account and by the
Funds.
The Advisers expects it will invest F3C IDF in certain Funds. In doing so, the Adviser will
determine whether the F3C IDF should be allocated an investment to hold directly as well
alongside one or more Funds considering factors the Adviser deems appropriate including
diversification requirements for F3C IDF and the potential for over-exposure to an investment if
F3C IDF were to hold an investment both directly and through a Fund. See Item 6 below for
additional information regarding the allocation of investment opportunities.
Since the Adviser does not provide individualized advice to the investors in the Funds, prospective
investors in the Funds must consider whether the Funds meet their investment objectives and risk
tolerance prior to investing. Information about the Funds can be found in their applicable private
placement memorandum (or equivalent disclosure document), limited partnership agreement,
limited liability company agreement or similar organizational document, Management Agreement
and/or Investment Subadvisory Agreement (collectively, “Governing Documents”). The
information provided above about the investment advisory services provided by the Adviser is
qualified in its entirety by reference to the relevant Fund’s applicable Governing Documents.
The Funds have relied on certain registration exemptions available under the Investment Company
Act of 1940, as amended, and the Securities Act of 1933, as amended. Therefore, this brochure is
designed solely to provide information about the Adviser and should not be considered to be an
offer of interests in the Funds or in any other investment vehicle managed by the Adviser or its
affiliates. The Adviser does not participate in wrap fee programs.