SSC is an independent private investment firm founded in 2016 and formed under the laws of the
State of Delaware as a limited liability company. SSC is primarily owned and controlled by David
Fredston, the Managing Partner. Bruno Adoric serves as SSC’s Chief Compliance Officer.
References to the “Investment Committee” retain the meaning and identification found in the
applicable private placement memorandums for the respective private funds managed by SSC.
SSC serves as an investment manager and provides discretionary advisory services to a number of
pooled investment vehicles, including investment funds privately offered to qualified investors in
the United States and elsewhere (each, a “Fund,” and together with any future pooled investment
vehicles to which SSC or its affiliates provide investment advisory services, the “Funds”).
Each Fund is governed by a limited partnership agreement, limited liability company agreement,
or similar document (as applicable) that sets forth the specific investment guidelines and
restrictions applicable to such Fund (each, a “Partnership Agreement”). In addition, Investors
(defined below) in each Fund are provided with confidential private placement memoranda or
other offering documents (each, a “Memorandum,” and together with the applicable Partnership
Agreement, the “Governing Documents”) prior to their investment, which also contain information
regarding the intended investment program for such Fund. See also “Methods of Analysis,
Investment Strategies and Risk of Loss” below.
The Funds make investments primarily in industrial, energy, and basic materials sectors in North
America. SSC is an operationally intensive firm that targets companies in growth industries at
value multiples. SSC’s primary focus is on proprietary transactions and founder-led businesses
that have not been professionalized; where SSC’s operational expertise can create meaningful
value. Companies SSC Funds invest in are defined herein as “Portfolio Companies.” From time
to time, the senior principals or other personnel of SSC or its affiliates generally serve on such
Portfolio Companies’ respective boards of directors or otherwise act to influence control over
management of Portfolio Companies in which the Funds have invested.
Affiliates of SSC serve as the general partner, manager and/or managing member (or similar
capacities) of each Fund (each, a “General Partner,” and together, the “General Partners”). Each
of the General Partners is subject to the Advisers Act pursuant to SSC’s registration in accordance
with SEC guidance. This Brochure also describes the business practices of the General Partners,
which operate as a single advisory business together with SSC. As such, references to SSC in this
Brochure should also be considered to include references to the General Partners as appropriate.
In providing services to the Funds, SSC formulates each Fund’s investment objective, and directs
and manages the investment and reinvestment of each Fund’s assets. Investment advice is
provided directly to the Funds and not individually to the limited partners, members, or
shareholders of the Funds (the “Investors”). SSC generally has broad and flexible investment
authority with respect to the investment portfolios that it manages for the Funds, subject to the
investment guidelines and restrictions set forth in the applicable Governing Documents.
SSC neither tailors its advisory services to the individual needs of Investors in the Funds, nor
accepts Investor-imposed investment restrictions; provided that an Investor may be excused from
a particular investment due to legal,
regulatory or other agreed-upon circumstances pursuant to the
relevant Partnership Agreement. The Funds generally invest on a long-term basis. Except in
limited circumstances, Investors are not permitted to withdraw from a Fund prior to such Fund’s
dissolution.
In certain cases, the Funds or the General Partners have entered into side letter agreements (“Side
Letters”) with certain Investors in a Fund that have the effect of establishing rights under, or
supplementing or altering the terms of, the applicable Governing Documents (including without
limitation, “most favored nations” rights, economic terms, excuse rights, transfer rights,
transparency rights, reporting rights, capacity rights, and approval rights and certain other
protections, acknowledgments, confirmations and agreements). Once invested in a Fund, Investors
generally cannot impose additional investment guidelines or restrictions on such Fund.
Shares or limited partnership or member interests in the Funds are not registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and the Funds are not registered under
the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Accordingly, interests or shares in the Funds are offered and sold exclusively to Investors
satisfying applicable eligibility and suitability requirements.
In certain situations and as permitted by the relevant Partnership Agreement, if SSC determines
that the purchase of an investment in its entirety would be too large or not appropriate for certain
of the Funds, SSC may offer the opportunity to “co-invest” to certain Investors in the Funds and/or
third-parties (including other sponsors, market participants, finders, consultants and other service
providers, SSC’s personnel, members of the operations group and the SSC Board of Advisors
and/or certain other persons associated with SSC and/or its affiliates) (collectively “Co-Investment
Partners”). These co‐investment opportunities may be offered as interests in a limited partnership,
limited liability company, or other similar entity formed for each investment (a “Co‐Investment
Entity”). Co-investments typically involve investment and disposal of interests in the applicable
Portfolio Company at the same time and on the same terms as the Fund making the investment.
However, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle may
purchase a portion of an investment from one or more Funds after such Funds have consummated
their investment in the Portfolio Company (also known as a post-closing sell-down or transfer).
Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after
the Fund’s completion of the investment to avoid any changes in valuation of the investment.
Where appropriate, and in SSC’s sole discretion, SSC is authorized to charge interest on the
purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price
under certain conditions), and to seek reimbursement to the relevant Fund for related costs.
However, to the extent such amounts are not so charged or reimbursed, they generally will be
borne by the relevant Fund. Please refer to Item 8 and Item 10 of this Brochure and the Fund’s
Partnership Agreement for additional information with respect to SSC’s use of Co-Investment
Entities.
SSC does not participate in wrap fee programs.
As of December 31, 2023, SSC managed approximately $1,411,855,127 of regulatory assets under
management on behalf of the Funds, on a discretionary basis. SSC only manages assets on a
discretionary basis.