The Filing Adviser is an investment adviser organized as a Delaware corporation that was formed
on May 7, 2003. The Adviser’s principal place of business is in New York, New York. The Adviser
is a wholly-owned subsidiary of Bregal Investments London Limited and ultimately of COFRA
Holding AG (“COFRA”). COFRA is owned by a European family but has no owner with a 25%
or more interest.
The Filing Adviser, either directly or indirectly, is under common control with the following
advisers (the “Relying Advisers”) that rely on the registration of the Filing Adviser:
Bregal Energy, Inc.
Bregal Sagemount Management L.P. (“Bregal Sagemount”)
The Relying Adviser is subject to the Filing Adviser’s compliance program.
Use of the term “Adviser” herein is intended to include both the Filing Adviser and the Relying
Advisers, unless the context would indicate otherwise. The Adviser and its related entities and
fund vehicles (collectively, “Bregal Investments”) were established by a European family
beginning in 2002 and are a global private equity and fund investment platform. Since 2002, the
Bregal Investments private equity platform has invested over $17.5 billion through a wide variety
of strategies, each with separate investment teams. Bregal Investments’ ultimate parent company
was reorganized in 2011 and again in 2022 and as a result, certain family investments were spun
out into a family-established cooperative and related entities, in addition to being held by Bregal
Investments’ ultimate parent company and its related entities (the “Family Investments”). With
approximately 86 employees at Bregal Investments, Inc. and its Relying Advisors Bregal
Sagemount Management LP and Bregal Energy, Inc. and approximately 204 employees at Bregal
Investments globally across offices in New York, London, Milan, Munich, Dallas and Palo Alto,
Bregal Investments both invests in and backs direct private equity teams.
For more than a decade, Bregal Investments has partnered with direct private equity funds,
leveraging its scale, geographic reach and investment insight. Bregal Investments’ experience as
a significant limited partner in both external funds through its fund-of-funds team as well as in the
direct funds which it has exclusively backed allows for a strategic partnership that understands and
shares a positive alignment of interests with external investors.
The Bregal Sagemount team focuses on opportunistic private equity investments in growth
businesses headquartered in North America (“Bregal Sagemount Equity”). Bregal Sagemount
Equity takes a capital structure-agnostic approach to investing that aims to provide strong returns
coupled with low volatility across varying market cycles driven by investing in:
Industries with strong secular tailwinds that Bregal Sagemount believes are uncorrelated
to the broader macroeconomic environment;
Companies with highly recurring revenue streams; and
Highly structured securities that seek to deliver attractive private equity returns, but with
principal protection and structured returns.
The industries of focus for Bregal Sagemount Equity include software, digital infrastructure,
healthcare IT and services, business and consumer services and financial technology and specialty
finance.
In addition, the Bregal Sagemount team advises Bregal Sagemount Debt Investment Fund LP,
Bregal Sagemount Credit Opportunities Fund II LP, Bregal Sagemount Credit Opportunities Co-
Investment LP, and Bregal Sagemount Credit Opportunities Fund II-O LP (collectively, “Bregal
Sagemount Debt”), private equity funds that focus on debt origination and secondary debt
purchases in the software, digital infrastructure, healthcare IT and services, business and consumer
services and financial technology and specialty finance industries.
The Adviser advises Bregal Partners L.P. and Bregal Partners II L.P. (collectively, “Bregal
Partners”), mid-market private equity funds investing in the consumer and multi-unit, food &
beverage, business services, energy services and healthcare industries in North America.
Additionally, the Adviser advises six private equity funds (the “Bregal Private Equity Partners
Funds”) with fund-of-funds investment strategies.
The Adviser, together with Bregal Energy, Inc. (“Bregal Energy”), co-advises certain private
equity funds focused on the North American energy sector. Bregal Energy, formerly known as
Good Energies, invested in growth stage companies across the North American energy sector,
including oil and gas exploration and production, midstream, transmission development,
traditional and renewable power generation and related services. Bregal Energy, Inc. is no
longer
making new investments.
The Adviser also advises, and may co-manage with other Bregal Investments advisory entities,
certain clients that are organized for the benefit of certain of its officers and employees to invest
side-by-side with or through other funds advised by the Adviser and which may, from time to time,
make direct investments.
The Adviser expects to provide co-investment opportunities to certain investors or other persons,
including, but not limited to, limited partners or prospective limited partners. In connection
therewith, the Adviser may sponsor and manage investment vehicles on a transaction-by-
transaction basis to allow certain investors or other persons to invest alongside one or more private
funds in specific portfolio companies and other assets of the private funds (each such vehicle, a
“Co-Investment Fund”). Co-Investment Funds are typically limited to investing in securities
relating to the transaction or transactions with respect to which they were organized. As a general
matter, any co-investment by a Co-Investment Fund in a portfolio company or other asset will be
on terms and conditions not more favorable than the terms and conditions of the investment by the
applicable fund, and will generally not pay any Management Fees or Carried Interest, as defined
below. Adviser is not obligated to offer limited partners any opportunity to invest in any Co-
Investment Fund and the Adviser may select investors for Co-Investment Funds in its sole
discretion. Such 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 relevant fund making
the investment. However, from time to time, for strategic and other reasons, a Co-Investment Fund
or other Potential Co-Investor can purchase a portion of an investment from one or more private
funds after such private funds have consummated their investment in the portfolio company (also
known as a post-closing sell-down or transfer), which generally will have been initially funded
through private fund investor capital contributions and/or use of a private fund credit facility. Any
such purchase from a private fund by a Co-Investment Fund or other Potential Co-Investor is
typically previously contemplated at the time the initial investment is made and generally occurs
shortly after the private fund’s completion of the investment to avoid any changes in valuation of
the investment, but in certain instances could be well after the private fund’s initial purchase.
Where appropriate, and in the Adviser’s sole discretion, but at all times subject to the terms of the
applicable Governing Agreements (as defined herein), the Adviser reserves the right to charge
interest on the purchase to the Co-Investment Fund or other Potential Co-Investor (or otherwise
equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant private fund for related costs. However, to the extent such amounts are not so charged or
reimbursed, they generally will be borne by the relevant private fund. See Item 6 for a discussion
of factors that Adviser considers when determining to offer Co-Investment opportunities.
As of December 31, 2022, the A$20,229,801,022 ] in regulatory assets under management, all
managed on a non-discretionary basis. This amount is estimated based on the most recently
available fund valuations.
In addition to Bregal Sagemount Equity, Bregal Sagemount Debt, Bregal Partners, Bregal Private
Equity Partners, and Bregal Energy, Bregal Investments includes within its private equity platform
European private equity funds Bregal Unternehmerkapital, Bregal Milestone, and Bregal Capital.
Bregal Unternehmerkapital makes investments in the German-speaking region of Germany,
Austria and Switzerland (also referred to as the German-speaking D/A/CH region). Bregal
Milestone generally focuses on non-control capital investments in European growth companies.
Bregal Capital manages European mid-market investments and is no longer making new
investments after the team raised its own independent fund outside the platform under the new
brand EMK Capital in which the Bregal group is a cornerstone investor in the first EMK Capital
fund.
Previously, Bregal Investments operated as a family office. Currently, Bregal Sagemount Equity
and Bregal Sagemount Debt are the only fund families that are offering investment advice to
persons other than COFRA-related entities and Family Investments (and Bregal Investments’
officers and employees or former employees). Other strategies may be offered more broadly in the
future.