ADVISORY BUSINESS
A. General Description of Advisory Firm.
1. TOMS Capital Investment Management LP
TOMS Capital Investment Management LP (the “Investment Manager,” “we,” and “us”),
is a Delaware limited partnership that was formed in 2017.
Our principal office and place of business is located in New York, NY.
Our principal owners are Mr. Noam Gottesman and Mr. Benjamin Pass. Mr. Gottesman is
the Senior Member of TCIM Management GP LLC, the general partner of the Investment Manager
(“TCIM Management GP”). Mr. Gottesman is also the Senior Member of TCIM GP MM LLC
(“TCIM GP MM”) and the managing member of TCIM GP LLC (the “Fund General Partner”),
both of which are limited liability companies organized under the laws of the state of Delaware.
Mr. Benjamin Pass, who serves as the Chief Investment Officer (“CIO”) of the Funds (as
defined below) and is responsible for their day-to-day investment activities, is also a partner of the
Investment Manager and a member of the Fund General Partner.
2. Fund General Partners
Our registration on Form ADV also covers the Fund General Partner. The Fund General
Partner is an affiliate of the Investment Manager and serves or may serve as the general partner of
pooled investment vehicles that are U.S. or offshore partnerships. The Fund General Partner’s
facilities and personnel are provided by the Investment Manager.
Each of the Fund General Partner, TCIM GP MM, the Investment Manager and TCIM
Management GP has established a management board (each a “Management Board”, and
collectively, the “Management Boards”) which, with the exception of limited consent rights held
by Mr. Gottesman upon the occurrence of certain extraordinary events, has been irrevocably
delegated responsibility for all aspects of the management and operation of the Fund General
Partner, TCIM GP MM, the Investment Manager and TCIM Management GP, respectively. The
members of each Management Board are Messrs. Benjamin Pass, and Anup Patel, with Alejandro
San Miguel serving as a non-voting observer.
B. Description of Advisory Services.
1. Advisory Services.
We serve as the investment adviser, with discretionary trading authority, to private pooled
investment vehicles, the securities of which we offer to investors on a private placement basis
(each, a “Fund” and collectively, the “Funds”) and separately managed accounts, which may be
organized as funds of one (each, a “Managed Account”). As used herein, the term “client”
generally refers to each Fund, Managed Account, and co-investment vehicle (as appropriate).
The Funds include:
(1) TCIM Fund LP, a Delaware limited liability partnership (the “Domestic Fund”);
(2) TCIM Offshore Fund Ltd., a Cayman Islands exempted company (the “Offshore
Fund”, and together with the Domestic Fund, the “Feeder Funds”);
(3) TCIM Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”,
and together with the Domestic Fund and the Offshore Fund, the “Main Funds”), which
serves as the master fund into which the Feeder Funds invest all of their assets through
a “master feeder” structure.
The Fund General Partner serves as the general partner of the Domestic Fund. The
Investment Manager has provided, and may in the future, provide advisory services to co-
investment vehicles, which have and are expected to have investment programs that overlap with
clients, but which the Investment Manager expects will be more concentrated.
We also provide advisory services to pooled vehicles not offered to U.S. investors.
This Brochure generally includes information about us and our relationships with our clients and
affiliates. While much of this Brochure applies to all such clients and affiliates, certain
information included herein applies to specific clients or affiliates only.
This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities.
The securities of the Funds are offered and sold on a private placement basis under exemptions
promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws.
Significant suitability
requirements apply to prospective investors in the Funds, including
requirements that they be “accredited investors” as defined in Regulation D, “qualified
purchasers” as defined in the Investment Company Act of 1940, or non-”U.S. Persons” as defined
in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a
solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer
or solicitation will be made only by means of a confidential private placement memorandum.
2. Investment Strategies and Types of Investments.
Our objective is to generate superior, absolute returns throughout the complete economic
and market cycle. We cause our clients to invest in publicly traded equities, and invest
opportunistically in other corporate securities and derivatives. We may cause our clients to take
positions in other securities, derivatives and other financial instruments, though generally for the
primary purpose of hedging exposures embedded in our client’s primary investment positions.
We utilize in-depth fundamental research to formulate a differentiated view and assessment
of return potential. To accomplish this, the intrinsic value of a security is calculated utilizing
various investment analyses including sum of parts, discounted cash flow, market comparables,
and other valuation methodologies that we deem to be appropriate. Investments are targeted that
exhibit a significantly positive expected value and are sized based on an assessment of dollars lost
in a range of downside scenarios.
We seek to exploit undervalued and overvalued opportunities as well as other inefficiencies
in the market, and as a result, the portfolio consists of both long and short positions, some of which
may be concentrated and/or leveraged in an effort to seek to achieve greater returns than could be
achieved in the absence of such concentration and/or leverage. Investments in financial
instruments may be made on exchanges and over-the-counter. We may cause our clients to invest
excess cash balances in short-term investments that we deem appropriate.
Certain of our clients pursue a specific investment idea or thesis, the investments of which
may also be commonly held by other clients.
The descriptions set forth in this Brochure of specific advisory services that we offer to our
clients, and investment strategies we pursue and investments we make on behalf of our clients,
should not be understood to limit in any way our investment activities. We may offer any advisory
services, engage in any investment strategy and make any investment, including any not described
in this Brochure, that we consider appropriate, subject to each client’s investment objectives and
guidelines. The investment strategies we pursue are speculative and entail substantial risks.
Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the
investment objectives of any client will be achieved.
C. Availability of Customized Services for Individual Clients.
Our investment decisions and advice with respect to each client are subject to each client’s
investment objectives and guidelines, as set forth in its respective offering documents. References
herein to the term “offering documents” shall also include the constitutional and organizational
documents of a client, as applicable.
The investment objectives and guidelines of the Managed Accounts are determined in
conjunction with the applicable client.
The Investment Manager, in its role as investment adviser to the Funds, and/or the Fund
General Partner, in their roles as the general partner of certain Funds that are partnerships, from
time to time agree to supplements, clarifications, or variations of the terms of a Fund’s offering,
subscription, or organizational documents in “side letters” or similar agreements.
D. Wrap Fee Programs.
We do not currently participate in any Wrap Fee Programs.
E. Assets Under Management.
We manage, on a discretionary basis, approximately $2,207,706,911 of client assets,
determined as of December 31, 2023.