A. General Description of Advisory Firm
Glazer Capital, LLC, established in 1998, is a Delaware limited liability company that provides
discretionary investment advisory and portfolio management services to Clients (as defined
below). The principal owners of the Firm are Paul J. Glazer and Mark Ort. The Firm is registered
as an investment adviser with the SEC.
B. Description of Advisory Services
This Brochure generally includes information about the Adviser and its relationships with its
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, as amended, 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, as amended, 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.
1. Investment Strategy and Decision Making
The Firm’s investment objective is to consistently achieve positive absolute returns, with low
volatility, which are uncorrelated to the equity and fixed income markets. Strong emphasis is
placed on the mitigation of downside risk through a disciplined approach to securities selection
and position sizing.
The Firm primarily manages three main investment strategies: (1) a “Merger Arbitrage
Strategy”, (2) a “SPAC Arbitrage Strategy” and (3) an “Event Driven Fixed Income Strategy”.
The Firm serves as the investment manager to four private funds (each, a “Fund,” and
collectively, the “Funds”) and a separately managed account that each employ all three of
Each of the Funds is managed in accordance with its own characteristics and is not tailored to
any particular private fund investor (each a “Fund Investor”). Each Fund is managed in
accordance with its own objectives as described in its respective offering, governing and
subscription documents. Fund Investors must consider whether a particular Fund meets their
investment objectives and risk tolerance prior to investing. For a complete list of all of the
Funds that the Firm provides investment management services to, see Section 7.B of Schedule
D to the Firm’s Form ADV Part 1A. Detailed information on each Fund is contained in the
offering documents of the applicable Fund, including each such Fund’s confidential private
offering memorandum (the “PPM”).
The Firm’s affiliate, Paul J. Glazer, LLC, serves as general partner to certain of the Funds, and it
is owned, directly or indirectly, by Paul J. Glazer and Mark Ort.
Certain Funds are structured as Cayman Islands exempted companies instead of as limited
partnerships, and such Funds have a board of directors.
2. Conflicts of Interest
Certain inherent conflicts of interest arise from the fact that the Firm and/or its affiliates may
provide certain administrative, investment management and other services to multiple clients
and portfolio companies, including investment funds, client accounts and vehicles (such other
clients, funds, accounts and vehicles, collectively, the “Other Clients”). The provision of these
services to the Other Clients may involve substantial time and resources of the Firm and its
affiliates. The respective investment programs of a particular Fund and the Other Clients may
or may not be substantially similar. The portfolio strategies the Firm and its affiliates may use
for the Other Clients could conflict with the transactions and strategies employed by the Firm
in managing a particular Fund and affect the prices and availability of the securities and other
instruments in which such Fund invests. The Firm and its affiliates may give advice
and recommend securities to the Other Clients that may differ from advice given to, or
securities recommended or bought for, a particular Fund, even though their investment
objectives may be the same or similar to those of such Fund. See also Item 6 below for a further
discussion of potential conflicts regarding side‐by‐side management of Funds with different
C. Availability of Customized Services for Individual Clients
In addition to managing the Funds, the Firm also manages a separately managed account and
may manage additional separately managed accounts in the future (each, an “SMA,” and
collectively, the “SMAs” or “Managed Accounts”). Each Managed Account is managed
separately and only in accordance with its own characteristics.
The Funds and the Managed Accounts are collectively herein referred to as “Clients” when not
From time to time, the Firm and/or its affiliates, including the Funds, may enter into
agreements, commonly known as “side letters,” with certain Fund Investors or SMA investors
(together, “Investors”) under which it may agree to waive or modify the application of certain
investment terms applicable to such Investors, without obtaining the consent of any other
Investor (other than such an Investor whose rights would be materially and adversely changed
by such waiver or modification).
The types of provisions to which the Funds have agreed with such Investors in side letters or
similar written agreements include terms pertaining to: (a) “most‐favored‐nation” (MFN)
rights; (b) consent to transfers by the applicable Investor to certain affiliates of that Investor,
subject to satisfaction of certain specified conditions; (c) different fee and compensation
terms, including for a large Investor if such Investor’s aggregate investments in one or more
Funds exceed certain specified thresholds that are higher than those set forth in a particular
Fund’s partnership agreement or other constitutional document; (d) representations by a Fund
and/or the Firm pertaining to the exercise of discretion, compliance with laws and regulations
(including U.S. federal laws, such as the Investment Advisers Act of 1940, as amended (the
“Advisers Act”)), anti‐money laundering, and other customary representations set forth in side
letters (including representations with respect to the accuracy or preparation of offering
documents and the modification of certain terms set forth in a Fund’s Subscription
Agreements); (e) the provision of certain notices, certifications, information and access to
information; (f) certain other rights that a particular Investor may require due to the laws,
rules, regulations or policies applicable to such Investor; (g) confidentiality and Investor‐
specific disclosure requirements; (h) tax related matters; and (i) various other rights.
A Fund and the Firm may in the future enter into side letters or similar written agreements
with the same or other types of Investors, which side letters or other agreements may include
provisions similar to or different from, and pertaining to different subject matter than, those
identified above, as determined by the Fund and the Firm in their sole discretion.
In addition, in response to questions and requests and in connection with due diligence
meetings and other communications, a Fund and the Firm may provide additional information
to certain Investors and prospective Investors that is not distributed to other Investors and
prospective Investors. Such information may affect a prospective Investor’s decision to invest
in the Fund or an existing Investor’s decision to stay invested in a Fund. Each Investor is
responsible for asking such questions as it believes are necessary to make its own investment
decisions and must decide for itself whether the information provided by the Firm and the
relevant Fund is sufficient for its needs.
D. Wrap Fee Programs
The Firm does not participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2022, the Firm had approximately $2,113,700,000 of net assets under
management (AUM) managed on a discretionary basis. The Firm does not manage any assets
on a non‐discretionary basis.
The descriptions set forth in this Brochure of specific advisory services that the Firm offers to
Clients, and investment strategies pursued and investments made by the Firm on behalf of
Clients, should not be understood to limit in any way the Firm’s investment activities. The Firm
may offer any advisory services, engage in any investment strategy and make any investment,
including any not described in this Brochure, that it considers appropriate, subject to each
Client’s investment objectives and guidelines. The investment strategies that the Firm pursues
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