Upper90 Capital Management, LP (F/K/A Upper90 Capital Management, LLC) (“Upper90”) is a
Delaware limited partnership founded in May 2018. Upper90 provides investment management services to
privately offered partnerships and limited liability companies (generally referred to throughout this document as
a “Fund”, or collectively, the “Funds”). Upper90 Fund, LP (“Fund I”), Upper90 Fund II, LP (“Fund II”), Upper90
Parallel Fund III Master, LP“”Fund III Parallel”) and Upper90 Fund III, LP (“Fund III”, collectively with Fund III
Parallel, Fund I and Fund II, the “Main Funds”) are private investment funds that primarily make alternative credit
investments in disruptive businesses leveraging technology and data. Upper90 eCommerce Opportunities Fund,
LP (the “eCommerce Fund”, collectively with the Main Funds, the “Flagship Funds”) is a private investment fund
that makes equity investments in early-stage ecommerce aggregators.
The investment objective of the Main Funds is to provide capital to emerging businesses that have
predictable revenue or substantial collateral where debt can be provided as an attractive alternative to equity for
expansion. These companies have capital needs not best met by venture capital and are not currently a core focus
for traditional bank lenders, thus creating the opportunity set for Upper90. The Main Funds strive to produce
compelling risk-adjusted absolute returns uncorrelated with traditional credit and equity markets. The Main Funds
target a return to investors of high current yield with regular distributions of income and equity upside
participation, both structured with an eye towards downside protections.
The primary focus of the Flagship Funds is on eCommerce, consumer technology and financial technology
sectors in which Upper90 has a competitive sourcing and underwriting advantage. Target companies are those
capable of supporting a high current yield that have independently raised equity from leading financial sponsors.
The Flagship Funds seek to create a well-diversified portfolio but with variability in position-sizing based on
company-specific anticipated risk-adjusted return capabilities as well as overall portfolio construction
considerations. Given their focus on debt investments, the Main Funds limit exposure to pre-revenue companies or
investments for which there is a potentially long holding period without current yield being generated by underlying
asset performance. The duration of a majority of the Main Funds and the co-investments
vehicles (the “Co-
Investment Vehicles”) holding debt securities is expected to be between 2 years and 5 years and products will
include, but will not be limited to, corporate debt, including asset-based and cashflow-based loans, secured, senior,
subordinated and mezzanine debt, operating joint ventures, preferred equity, derivatives and equity-linked
products and other financial instruments and investments. The duration of the eCommerce Fund and the Co-
Investment Vehicles that hold equity or equity-like securities is expected to be between 7 and 10 years and products
will include, but will not be limited to, common equity, preferred equity, warrants, convertible notes, options,
simple agreements for future equity, derivatives and equity-linked products and other financial instruments and
investments.
While the Main Funds focus primarily on senior-secured credit investments, they have the flexibility to
invest lesser amounts in equity instruments that enhance returns for their respective limited partners where it has
access to certain off-market opportunities at discounted valuations because of structural, sizing, or other
considerations. Additionally, this flexibility may help to align interests between the Main Funds and borrowers,
create more advantageous terms for the credit facility and provide potential for additional upside performance.
This equity or equity-like enhancement may also take the form of freely delivered warrants, profit participations,
revenue sharing arrangements, or an outright purchase of preferred or common equity as well as convertible notes.
In addition to the Flagship Funds, Upper90 has formed twenty (20) additional Co-Investment Vehicles to
take advantage of excess capacity in deals funded by the Main Funds, directly providing unique co-investment
opportunities to limited partners of the Main Funds. Upper90 intends to continue offering similar opportunities,
should they be available, for limited partners in the Main Funds.
As of December 31, 2023, Upper90 had $815,843,360 in regulatory assets under management on a
discretionary basis; as of this date, Upper90 did not manage assets on a non-discretionary basis.
Upper90 Capital Management LP’s principal owners are William Libby,Jason Finger, and William Geist.
Upper90 manages each Fund within the guidelines and restrictions set forth in the Funds’ governing documents
and within respective regulatory guidelines or limitations. Investment advice is provided directly to the Funds, and
it is not tailored for the individual needs of investors.