Stellex Capital Management, a Delaware limited liability corporation and a registered
investment adviser, and its affiliates that serve as general partners to private investment funds
(each a “General Partner,” and collectively, together with any future affiliated general partner
entities, the “General Partners”) (collectively, with Stellex Capital Management, “Stellex”)
provide investment advisory services to private investment funds. Stellex commenced operations
in March 2014.
Stellex provides investment advisory services to investment funds privately offered to
qualified investors (generally referred to herein as “investors” or “limited partners”). Among
such investment funds, are Stellex Capital Partners LP and Stellex Capital Partners II LP (each a
“Main Fund” and together, the “Main Funds”), funds that invest all of their assets into a Main
Fund (each a “Feeder Fund”), funds that invest pari passu alongside a Main Fund (each a
“Parallel Fund”) and funds and vehicles formed to effectuate co-investments (each a “Co-
Investment Fund”) (each investment fund, a “Fund,” and collectively, the Main Funds, the
Feeder Funds, the Parallel Funds, any Co-Investment Funds, together with any future private
investment fund to which Stellex Capital Management or its affiliates provide investment advisory
services, “Private Investment Funds” or “Funds”).
Stellex Capital Management and its affiliates that serve as general partners to certain of the
Private Investment Funds, are subject to the Advisers Act pursuant to Stellex Capital
Management’s registration in accordance with SEC guidance. This Brochure describes the
business practices of the General Partners, which operate as a single advisory business together
with Stellex Capital Management. Unless the context otherwise requires, “Stellex” should be
construed to mean the relevant Stellex entity arranging such services from Stellex Capital
Management and/or its affiliates and their respective personnel on behalf of the Private Investment
Funds.
The Main Funds and any other Private Investment Funds are private equity funds and invest
through negotiated transactions in operating entities. Stellex’s investment advisory services to the
Funds include identifying and evaluating investment opportunities, negotiating investments,
managing and monitoring investments and achieving dispositions for such investments. Stellex
expects investments to be made predominantly in non-public companies, although investments in
public companies are part of Stellex’s strategy to obtain control positions. Where such investments
consist of portfolio companies, the senior principals or other personnel of Stellex have and will
continue to serve on such portfolio companies’ respective boards of directors or otherwise act to
influence control over management of portfolio companies held by the Private Investment Funds.
Stellex’s advisory services for Private Investment Funds are detailed in the applicable
private placement memoranda and limited partnership agreements or other operating agreements
(each, a “Partnership Agreement”
and, as applicable, together with any relevant Memorandum,
the “Governing Documents”) and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” Investors in the Private Investment Funds participate in
the overall investment program for the applicable Fund, but in certain circumstances are excused
from a particular investment due to legal, regulatory or other applicable constraints; such
arrangements generally do not and will not create an adviser-client relationship between Stellex
and any investor. The Funds or Stellex have and may continue to enter into side letters or other
similar agreements (“Side Letters”) with certain investors that have the effect of establishing
rights under, or altering or supplementing the terms (including economic or other terms) of, a
Fund’s limited partnership agreement with respect to such investors. Stellex reserves the right in
its sole discretion whether to negotiate a side letter with any existing or prospective limited partner.
Additionally, Stellex provides (or agrees to provide) investment and co-investment
opportunities (including the opportunity to participate in co-invest vehicles) to certain current or
prospective investors or other persons, including other sponsors, market participants, finders,
consultants and other service providers, portfolio company management or personnel, Stellex
personnel and/or certain other persons associated with Stellex and/or its affiliates alongside a
particular Private Investment Fund’s transaction(s). Such co-invest vehicles typically invest and
dispose of their investments in the applicable portfolio company at the same time and on the same
terms as the Private Investment Fund making the investment. However, for strategic and other
reasons, a co-invest vehicle (including a co-investing Private Investment Fund) may and will
generally continue to purchase a portion of an investment from a Private Investment Fund after
such Private Investment Fund has consummated its investment in the portfolio company. Any such
purchase from a Private Investment Fund by a co-invest vehicle generally occurs shortly after the
Private Investment Fund’s completion of the investment to avoid any changes in valuation of the
investment, but in certain instances have been and could be well after the Private Investment
Fund’s initial purchase. Where appropriate, and in Stellex’s sole discretion, Stellex reserves the
right to charge interest on the purchase to the co-investor or co-invest vehicle and to seek
reimbursement to the relevant Private Investment Fund for related costs. However, to the extent
any such amounts are not so charged or reimbursed (including charges or reimbursements required
pursuant to applicable law), they generally will be borne by the relevant Private Investment Fund.
As of December 31, 2023, Stellex advises and manages $3,229,703,870 of client assets on
a discretionary basis. Raymond Whiteman and Michael Stewart, the founding and managing
partners, are the indirect principal owners of Stellex Capital Management.