Gates Capital was founded in 1996 under the laws of the State of Delaware. Gates Capital is owned exclusively by its founder, Jeffrey L. Gates. Gates Capital sponsors and serves as investment manager to domestic limited partnerships, an offshore investment company and an offshore limited partnership (the “Funds”). As the investment manager of the Funds, Gates Capital has overall responsibility to manage and control the business affairs of the Funds, including the exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the Funds' business. Gates Capital manages the Funds in accordance with the terms of the offering memorandum and other governing documents applicable to the Fund. Currently, the Company provides these services to the following Funds:
• ECF Value Fund, L.P.
• ECF Value Fund II, L.P.
• ECF Value Fund International Ltd.
• ECF Value Fund International Master L.P. For information about the investment strategies of the Funds, see discussion under “Methods of Analysis, Investment Strategies and Risks of Loss.” Also, details regarding the investment objective for each Fund can be found in the offering memoranda and other governing documents. Shares or limited partnership interests in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”); nor are the Funds registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests or shares in the Funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements, either in private transactions within the United States or in offshore transactions. As of December 31, 2019, the Company managed approximately $2,471,904,000 in regulatory assets under management on a discretionary basis. please register to get more info

Gates Capital Management, L.P. is a relying adviser and subsidiary of Gates Capital and in this capacity receives a management fee for investment management services provided to ECF Value Fund, L.P. and ECF Value Fund II, L.P. These Funds are charged one percent 1.0%, annualized, management fee based on the net assets value on the last day of each month. The management fee is deducted from the Fund on a monthly basis and paid to Gates Capital Management, L.P. Similarly, Gates Capital Management, L.P. receives a management fee for its investment management services for ECF Value Fund International Master, LP. This Fund is charged a management fee of either 1.0% or 1.50% annualized, depending on liquidity terms, based on the net assets value on the last day of each month. Investors’ management fees are assessed at the level of the master and not the feeder. The management fee is deducted from the Fund on a monthly basis and paid to Gates Capital Management, L.P. In addition to the management fee, ECF Value Fund, L.P., ECF Value Fund II, L.P., and ECF Value Fund International Master, L.P are charged a performance fee of up to 20% of the net profits attributable to each investor’s capital account (including unrealized gains and losses), if any, subject to a highwater mark. The performance fee is allocated to Gates Capital Partners, LLC, a Gates Capital affiliate, and, for ECF Value Fund International Master, LP, assessed at the level of the master and not the feeder. The Funds bear other fees and expenses including but not limited to: administration, accounting and tax, liability insurance, third party valuation services, audit, legal, proxy voting and class action assistance, regulatory compliance, organization expenses, transaction fees, including broker commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expenses, remuneration to independent members of the board of directors of certain funds, indemnification and extraordinary expenses. Some of these expenses are allocated pro-rata to Funds based on their net asset value or size of specific investments shared by more than one fund. Investors in the Funds are requested to refer to the applicable Funds’ offering documents for complete information on other fees and expenses. Gates Capital may invest a portion of Clients assets in shares of mutual funds or other investment companies, including exchange traded funds. Assets invested in such investment companies will be included in computing fees paid to Gates Capital. The same assets will also be subject to additional advisory and other fees and expenses, as set forth in the prospectuses of those investment companies, paid by the investment companies, but ultimately borne by the Funds. please register to get more info

As noted in the Fees and Compensation section above, performance-based compensation ("performance fee") is allocated and/or paid to Gates Capital Partners, LLC” (“General Partner”) who is the General Partner of ECF Value Fund, L.P., ECF Value Fund II, L.P., and ECF Value Fund International Master, L.P. The fact that Gates Capital’s affiliated General Partners are compensated based on the trading profits may create an incentive for Gates Capital or its affiliates to make investments on behalf of its Clients that are riskier or more speculative than would be the case in the absence of such compensation. Gates Capital has adopted and implemented policies and procedures intended to address this conflict and mitigate investment risks. As previously noted, the performance based fees received by the General Partners, and/or their affiliates, are based primarily on realized and unrealized gains and losses. As a result, the performance based fee earned could be based on unrealized gains that Clients may never realize. Investors in the Funds are requested to refer to the applicable Funds’ offering documents for complete information on the services offered, and corresponding fees charged, by Gates Capital and its affiliates. please register to get more info

Gates Capital provides investment advisory services to the Funds, and not individually to Fund investors. Investors may include, but are not limited to high net worth individuals, family offices, advisor/consultants, foundations and endowments Generally, an investor is required to open an account with a minimum of $1,000,000. The minimum investment may be modified by the Fund’s general partner in its sole discretion. There is currently no minimum and no maximum to the aggregate size of the assets in the Fund. Complete details concerning applicable investor eligibility criteria are set forth in each Fund’s offering documents and subscription materials. please register to get more info

Gates Capital makes Fund investments based on cash flow generation, focusing on event-driven equities and debt. Event-driven securities include equities and debt created through spin-offs, industry consolidation, post- reorganization, asset sales/acquisitions, buybacks/tenders, stressed/distressed, change in cost of debt, reporting issues and other special situations. Debt investments tend to be larger issues that are more senior in the capital structure with low equity risk. The Fund seeks to buy securities which trade at a significant discount to their intrinsic value and to short securities that trade well above their intrinsic value. Importantly, the Fund invests in situations where a reason for a valuation discrepancy can be discerned and is deemed temporary. The investment policy and approach of each Fund is described in detail in each Fund’s offering documents, copies of which will be delivered to prospective investors of the Fund. Equity interests in the Funds will be offered solely to a limited number of qualified institutional and individual investors. Gates Capital utilizes risk management tools to preserve assets in volatile markets. The risk management tools employed include liquidity requirements, limits on leverage and portfolio concentration, and use of options to protect positions. Investing in any securities involves risk of loss that investors should be prepared to bear. A description of the material risks that relate to the investment strategy are described in this section, but the following is not intended to be all encompassing. The Funds’ offering memorandums provide a summary of additional risks investors face when investing in the Funds. Investors in the Funds should review the offering memorandums to fully understand the additional risks. Market Conditions – the prices of, and the income generated by, the securities owned by Clients may decline due to market conditions and other factors, including those directly involving the issuers of securities held by Clients. Security Selection - the identification of securities representing high quality businesses and management teams is a difficult task, and there are no assurances that such opportunities will be successful. While such investments offer the opportunities for above-average capital appreciation, they also involve a high degree of financial risk and can result in substantial losses. Reliance on Key Personnel - Although each of the firm’s principals has substantial investment experience, past performance is not indicative of future results and no assurance can be given that investment objectives will be achieved or that Clients will receive a return of any of their investment. Gates Capital expects to rely heavily on the firm’s principals’ experience, and should any of them become incapacitated or in some way cease to participate during this period, performance could be adversely affected. General Economic and Market Conditions – General economic or market conditions may adversely affect the investments made by Clients. In addition, a downturn or contraction in the economy or in the capital markets, or in certain industries or geographic regions thereof, may restrict the availability of suitable investment opportunities for the Clients and/or the opportunity to liquidate any such investments, each of which could prevent Clients from meeting its investment objectives. Leverage - The Clients will be exposed to risks associated with the use of leverage, such as the risk that leverage could have a negative effect on returns and the risks of default and liquidation. In addition to use of leverage, certain entities in which Clients directly or indirectly invest may borrow money or use other financial techniques that would have the economic effect of using leverage. Litigation Risk - Some of the activities that Gates Capital engages as part of its operations may result in litigation. The Funds could be a party to lawsuits either initiated by it, or by a company in which the Funds invest other shareholders, or state, federal and non-U.S. governmental bodies. There can be no assurance that any such litigation, once begun, would be resolved in favor of any Fund. Cyber Security Breaches and Identity Theft - Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. The information and technology systems of Gates Capital, the Funds and their respective investments may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although Gates Capital has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, the Funds and/or their investments may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Gates Capital’s, the Funds’ and/or their respective investments’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm Gates Capital’s reputation, subject Gates Capital or the Funds to legal claims and otherwise affect their business and financial performance. See offering documents of the Funds for a summary of more specific risk factors. please register to get more info

As a registered investment adviser, Gates Capital is required to disclose all material facts regarding any legal or disciplinary events that would be material to the evaluation of its advisory business or the integrity of its management. There are no legal or disciplinary events relating to Gates Capital. please register to get more info

Gates Capital Management GP, LLC and Gates Capital Management, L.P. are affiliated entities of Gates Capital established for legal and operational purposes only and do not conduct any additional financial industry activities. Gates Capital Partners, LLC is the general partner of the Funds and is affiliated with Gates Capital. None of Gates Capital’s principals or employees has employment or an affiliation with any other financial services entity other than the affiliates, investment entities and their respective general partners, identified above. Certain service providers or their affiliates may be investors in the Funds. These relationships may create the appearance of influencing Gates Capital in deciding whether to select or retain such service providers. Gates Capital does not believe these relationships create any conflicts of interest. Notwithstanding, Gates Capital has adopted and implemented policies and procedures intended to address general conflicts concerning service provider selection and due diligence. please register to get more info

Personal Trading Gates Capital’s principals and employees may invest in the Funds and therefore may have an indirect financial interest in the underlying components of the Funds. Gates Capital has adopted a Code of Ethics expressing the firm's commitment to ethical conduct. Gates Capital's Code of Ethics describes the firm's fiduciary duties and responsibilities to Clients, and sets forth Gates Capital's practice of supervising the personal securities transactions of supervised persons with access to Client information. Individuals associated with Gates Capital are not allowed to purchase individual stocks for their personal account but may buy or sell funds comprised of baskets of securities for their personal accounts identical to or different than those recommended to Clients. It is the expressed policy of Gates Capital that no person employed by Gates Capital shall prefer his or her own interest to that of an advisory Client or make personal investment decisions based on the investment decisions of advisory Clients. Additionally, it is Gates Capital’s policy not to engage in principal trading, agency cross-trades, or riskless principal transactions. To supervise compliance with its Code of Ethics, Gates Capital requires that anyone associated with this advisory practice with access to advisory recommendations provide annual securities holdings reports and periodic account statements to the firm's Chief Compliance Officer. Gates Capital requires that all individuals must act in accordance with all applicable federal and state regulations governing registered investment advisory practices. Gates Capital's Code of Ethics further includes the firm's policy prohibiting the use of material non-public information. Any individual not in observance of the above may be subject to discipline. Gates Capital will provide a complete copy of its Code of Ethics to any Fund investor upon request to the Chief Compliance Officer. please register to get more info

As investment adviser to the Funds, Gates Capital is granted the discretionary authority in the relevant organizational documents and/or investment management agreements to determine which securities and the amounts of securities that are bought or sold, as well as the broker dealer to be used and the commission rates to be paid. UBS Securities LLC and Citi Global Markets Inc. (“Prime Brokers”) are the prime brokers for the Funds. The Prime Brokers have certain administrative functionalities including the issuance of broker account statements and record keeping on all custody transactions. Gates Capital utilizes a number of broker-dealers, in addition to the Prime Brokers, to execute transactions (trades) for the Funds. Broker-dealers are selected based upon the amount of commission, quality of execution, expertise in particular markets, the reputation, experience and financial stability of the broker-dealer involved, quality of service, familiarity both with investment practices and the techniques employed by the Client, research and analytic services, and clearing and settlement capabilities. At all times, brokers-dealers are subjected to principles of best execution. In addition to the foregoing principles of broker-dealer selection, subject to the requirement to obtain best execution of brokerage transactions, Gates Capital may allocate a portion of Gates Capital's brokerage business to brokers on the basis of certain considerations, including the investment research provided by such firms, securities allocation, the availability of margin or other leverage, familiarity with the investment techniques employed by Gates Capital, block positioning, other special execution capabilities or other services provided to Gates Capital. Gates Capital may cause its Clients to pay a broker-dealer that provides brokerage and research services to Gates Capital an amount of commission in excess of the commissions which another broker-dealer would have charged for executing a transaction. Although it is not possible to assign an exact dollar value to these services, they may, if and to the extent used, tend to reduce the expenses of Gates Capital. The fees paid to Gates Capital are not reduced because it receives such services. Research and execution-related services furnished by brokers and dealers with whom Gates Capital effects transactions may be beneficial to certain of the accounts advised by Gates Capital. It is recognized that a particular account may be charged a commission paid to a firm who supplied research services not utilized by such account. In addition, when directed by Gates Capital, the Prime Brokers may allocate commissions originally collected by the Prime Brokers to other firms who have provided research to Gates Capital. However, Gates Capital expects that each account will be benefited overall by such practice because each is receiving the benefit of research services and the execution of such transactions based upon the recognition of the value to such research services. On a quarterly basis, Gates Capital assesses its commission policies, rates and allocations. This review considers the contributions and value of research services received from broker-dealers and other firms. Brokers or dealers that Gates Capital selects to execute transactions may from time to time refer investors to Gates Capital. Gates Capital does not pay any additional fees for these referrals. However, Gates Capital may consider such referrals when allocating brokerage among broker- dealers. Gates Capital may aggregate purchase and sales orders of securities, if in Gates Capital’s reasonable judgment, such aggregation shall result in an overall economic benefit of the Funds’ account taking into consideration the advantageous purchase or selling price, brokerage commission and other expenses. Participation in the allocation is based on such considerations as investment objectives, restrictions, duration, availability of cash balances, the amount of existing holding of similar securities, as well as other factors. Allocations are generally made pro rata among the participating Client accounts. Subsequent reallocations may be made in unusual circumstances due to recognition of specific account restrictions. Gates Capital has a formal arrangement with its Prime Brokers to use credits received from its commission expense to pay for research, research-related products and other services obtained from broker-dealers. Soft dollar benefits include research reports on particular industries and companies, economic surveys and analyses, Bloomberg terminal licenses and exchanges for Gates’ portfolio manager and analysts, news and research services, and other services and systems providing lawful and appropriate assistance to investment professionals in the performance of their investment decision-making responsibilities on behalf of Gates Capital’s Clients. Any payment with the commission credits for research related products or services utilized for the benefit of Gates Capital and the funds will be made within the scope of Section 28(e) of the Securities and Exchange Act of 1934. In some instances, Gates Capital may obtain a product or service that is used, in part, for Section 28(e) eligible purposes and, in part, for other purposes. In such instances, Gates Capital will make a good faith effort to determine the relative proportion of the product or service used to assist the adviser in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). Such determination will be made based on the actual use of the product or service by Gates Capital’s personnel. The proportion of the product or service attributable to assisting Gates Capital in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by Fund transactions. The determination of the appropriate allocation of “mixed use” products and services creates a potential conflict of interest between Gates Capital and the Funds. As previously indicated, Gates Capital does not engage in principal trades or agency cross-trades. In certain circumstances, Gates Capital may use an unaffiliated broker-dealer to cross investments and/or cash between Client accounts when such transaction is advantageous for all participants. Any such transaction will be effected based on the then current independent market price and consistent with the valuation procedures established by Gates Capital. Gates Capital may experience errors with respect to trades executed on behalf of its Clients. Trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold, the correct security is purchased or sold but for the wrong account, or the wrong quantity is purchased or sold. Trade errors may result in losses or gains. Gates Capital will endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a third party, such as a broker- dealer, Gates Capital will strive to recover any losses associated with such error from such third party. Unless Gates Capital determines that a trade error has occurred as a result of gross negligence on its part, any losses will be borne by (and any gains will benefit) the applicable Fund(s). Gates Capital has established internal policies regarding the manner in which such trade error determinations are made. In making such determinations, Gates Capital may have a conflict of interest. please register to get more info

Positions held by the Funds are continuously monitored and reviewed by the investment advisory personnel of Gates Capital. Accounts are reviewed in the context of the Funds’ stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the Fund's individual circumstances, or the market, political or economic environment. Investors are provided a monthly capital statement by the Funds’ administrator. In addition, investors are provided with audited financial statements and any other information necessary to enable each limited partner to prepare its income tax returns. Gates Capital may also prepare and deliver such investors additional information Gates Capital deems pertinent or any information upon request. please register to get more info

Gates Capital does not have any arrangements in place to compensate anyone for Client referrals. please register to get more info

All Client assets are held in custody by unaffiliated broker/dealers or banks, however a registered investment adviser who, directly or through an affiliate, acts as the general partner or managing member to a limited partnership or other comparable pooled investment vehicle is considered to have custody over Client assets. Rule 206(4)-2 under the Investment Advisers Act of 1940 imposes a number of requirements on an SEC-registered investment adviser that is deemed to have custody of its Clients’ funds and securities. To comply with Rule 206(4)-2 and to provide meaningful protection to investors, each Fund is subject to an annual financial statement audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board The audited financial statements are prepared in accordance with generally accepted accounting principles, and are distributed to each investor within 120 days of the Funds’ fiscal year end. please register to get more info

Gates Capital accepts discretionary authority to manage securities accounts on behalf of Clients. As investment adviser to the Funds, Gates Capital is granted the discretionary authority in the relevant organizational documents and/or investment management agreements to determine which securities and the amounts of securities that are bought or sold, as well as the broker dealer to be used and the commission rates to be paid. please register to get more info

Gates Capital has a proxy policy which provides for the firm's proxy voting policy and practices and recognizes the firm's duty and responsibility for the voting of Client proxies in the best interests of our Clients. Certain principals of Gates Capital have overall responsibility for the firm's proxy voting policy and practices. Gates Capital has retained Institutional Shareholder Services (“ISS”), a nationally recognized and independent proxy service firm, to provide research, recommendations and proxy voting services according to the proxy voting guidelines stipulated for Gates Capital’s Clients’ proxies. Gates has also retained ISS to facilitate its submission of claims in class actions involving securities held by Gates Capital’s Clients. Clients may obtain a copy of Gates Capital’s proxy voting policies and procedures as well as information about how Gates Capital has voted in the past by submitting a request to the Chief Compliance Officer. please register to get more info

Gates Capital has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage the Funds. please register to get more info