Nature of Advisory Business
Registrant is a private credit asset management firm focused on direct lending to the lower middle-
market. The firm provides first lien term loans, unitranche term loans and equity co-investments
to predominantly lower middle-market companies in North America with between $3M-$30M of
EBITDA and in transactions generally between $5M-$150M.
Registrant is a Delaware limited liability company, organized in 2014, and as detailed in Schedule
R of Registrant’s ADV Part 1, has relying advisers including Tree Line Direct Lending GP, LLC
(“TLDL GP”), Tree Line Direct Lending II GP, LLC (“TLDL II GP”), Tree Line Direct Lending
III GP, LLC (“TLDL III GP”), TLDL(SC) GP, LLC (“TLDL(SC) GP”), Enhanced SBIC II GP,
LLC (“SBIC GP”), and PPC-TL GP (all of the foregoing collectively shall be referred to as the
“Relying Advisers”). As stated in the Cover Letter hereto, references to “Tree Line” throughout
this Brochure shall refer to Tree Line together with its Relying Advisers, unless the context
otherwise requires. Tree Line, together with its Relying Advisers, conduct a single advisory
business subject to a unified compliance program.
Tree Line Direct Lending, LP (“TLDL”), Tree Line Credit Strategies, LP (“TLCS”), Tree Line
Direct Lending II, LP (“TLDL II”), TLDL(SC), LP (“TLDL(SC)”), Enhanced SBIC Fund II, LP
(“SBIC”), Tree Line Direct Lending III, LP (“TLDL III”), and PPC-TL shall collectively be
referred to as the “Funds.” The Funds along with the separately managed accounts (collectively,
the “SMAs”) it advises constitute the only clients for whom Tree Line provides investment
advisory services as of the date of this Brochure (the Funds, together with the SMAs, the
“Clients”).
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Ownership
Registrant:
≈ 51% Trident Tree Line Management, Inc. (“Trident
TL Management”)
Trident TL Management is
indirectly owned by Trident V,
L.P. and Trident V Parallel Fund,
L.P. (the “Trident V Funds”),
which are managed by Stone
Point Capital, LLC (“Stone
Point”), an SEC-registered
investment adviser.
≈ 26% University of Texas System (“UTS”)
Investments made by UTS are
managed by The University of
Texas Management Company
(“UTIMCO”). UTIMCO is a
501(c)(3) corporation that
oversees investments for The
University of Texas and Texas
A&M Systems.
≈ 23% Various management members/employees,
including Tom Quimby and Jon Schroeder (no
one person owns more than 10%)
Messrs. Quimby and Schroeder
are founding members and
Managing Partners of Registrant.
Relying Advisers:
TLDL GP:
≈ 35% Trident TL Management
≈ 20% UTS
≈ 45% Messrs. Quimby and Schroeder, certain employees of Registrant and various other
individuals and/or entities (none owning more than 10%)
TLDL II GP:
≈ 20% Trident TL Management
≈ 12% UTS
≈ 18% Tom Quimby
≈ 18% Jon Schroeder
≈ 32% Certain employees of Registrant, other individuals and/or entities (none owning more
than 10%)
TLDL(SC) GP:
100% TLDL GP
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SBIC GP:
≈ 16% Trident TL Management
≈ 13% Tom Quimby
≈ 13% Jon Schroeder
≈ 13% Michael Korengold
≈ 13% Paul Kasper
≈ 11% Enhanced SBIC II Employee Pool, LLC
≈ 21% UTS, certain employees of Registrant, and other individuals and/or entities (none
owning more than 10%)
TLDL III GP:
≈ 20% Trident TL Management
≈ 12% UTS
≈ 20% Tom Quimby
≈ 20% Jon Schroeder
≈ 30% Certain employees of Registrant and other individuals and/or entities (none owning
more than 10%)
PPC-TL GP:
100% Registrant
Management and Operations
Tom Quimby, Jon Schroeder, Scott Bronner, and Jim Matthews (both Messrs. Bronner and
Matthews are principals of Stone Point) are members of the Board of Managers of each of
Registrant, TLDL GP, TLDL II GP, and TLDL III GP. Additionally, UTIMCO has board
observation rights. Messrs. Quimby and Schroeder are the Managing Partners of Registrant and
Management Members of the aforementioned general partner
entities and run the day-to-day
operations of Tree Line. Tom Quimby, Jon Schroeder, Michael Korengold and Paul Kasper are
the Managers of SBIC GP.
As discussed in Item 10 Other Financial Industry Activities and Affiliations, as an independent
contractor, Mr. Kasper, Chief Executive Officer of Enhanced PK Services, LLC, an SEC-
registered investment adviser (“EPKS”), provides investment advisory and consulting services to
Tree Line. Mr. Kasper serves on the investment committee of TLDL, TLCS, TLDL II, and one of
the SMAs. As mentioned above Mr. Kasper is also a Manager of SBIC GP and as such provides
portfolio management services and is on the investment committee of the SBIC.
Tree Line’s firm-wide team consists of 23 investment and corporate support professionals. Tree
Line’s headquarters and all books and records are located in San Francisco, California.
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Additionally, Tree Line has investment personnel located in New York, New York and back-office
and investment personnel located in Austin, Texas.
Investment advice to the Clients is provided on a discretionary basis and is managed in accordance
with the terms, conditions, objectives, investment strategies, guidelines, and limitations of the
governing documentation of the Clients. In general, Tree Line does not tailor its asset management
strategy to the individual requests of the Clients, though allocations of investment opportunities to
the Clients may vary pursuant to an allocation policy designed to fairly allocate investment
opportunities among the Clients. As of December 31, 2022, Tree Line had $2,152,185,785 of
regulatory assets under management.
Tree Line has entered into side letters or other similar agreements with certain investors that have
the effect of establishing rights (including economic or other terms) under, or altering or
supplementing, the terms of the relevant Fund’s limited partnership agreement with respect to such
investors. Subject to Tree Line’s allocation policy and the governing documents of the relevant
Clients, Tree Line Clients typically co-invest in a particular investment. Additionally, from time
to time and as permitted by the relevant Client’s governing documents, Tree Line may provide (or
agree to provide) co-investment opportunities (including the opportunity to participate in co-invest
vehicles) to certain investors or other persons, including persons that may be associated with Tree
Line and/or its affiliates (e.g., a vehicle formed to co-invest alongside a particular Fund’s
transactions). Such co-investments, if occurring, would typically involve investment and disposal
of investments in the applicable portfolio company at the same time and on the same terms as the
Fund making the investment. There may be instances, however, such as in the event a portfolio
company requires emergency or rescue capital, where co-investments may be made or disposed of
at different times, or made on terms that differ, as among the various Tree Line-affiliate entities.
As also described in Item 11 Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading - Principal Transactions and Transactions Between Clients, Tree Line may,
at times, cause a Client to buy an investment from, or sell an investment to, another Client. Tree
Line may elect to cause these transfers for a variety of reasons, including for tax or regulatory
reasons, because one or more Clients are unable to access the capital required to make an
investment on the necessary timeframe (in which case another Client with adequate available
capital may acquire the investment and hold it until the other Client has the requisite capital
available) or because Tree Line determines that the allocation of an investment should be adjusted
as between the relevant Clients. Any such transfers will be made at cost plus the interest accrued
on the relevant investment during the relevant hold period, or such other price determined by Tree
Line to reflect the fair market value of the investment at the time of transfer, or on such other terms
as Tree Line determines to be fair and equitable to the relevant Clients.