KELSO & COMPANY, L.P.


Generally The Adviser was established in 1971 as an advisory firm assisting companies in creating Employee Stock Ownership Plans. In 1980, the Adviser formed its first investment partnership to make direct equity investments in companies. The Adviser is a Delaware limited partnership. Throughout its history, the Adviser has remained focused on partnering, and creating a significant alignment of interest, with best-in-class management teams and providing them significant equity participation. The Adviser has sought meaningful personal investments in portfolio companies from its management teams and to implement attractive equity incentive programs to create an alignment of interest and strong financial incentives. The Adviser has continued to demonstrate the creativity upon which it was founded, by pursuing innovative strategies and structures and adapting to the changing market environment to identify the most compelling investment opportunities. Principal Owners The Adviser is principally controlled by its general partner, Kelso & Companies, Inc., and is beneficially owned by the Principals (defined below). Kelso & Companies, Inc. is owned by Frank T. Nickell, Thomas R. Wall IV and George E. Matelich. The day-to-day affairs of the Adviser are generally managed by Philip E. Berney, Frank J. Loverro, Frank T. Nickell, Christopher L. Collins, A. Lynn Alexander, Frank K. Bynum, Jr., David L. Cohen, James J. Connors, II, Stephen C. Dutton, Matthew S. Edgerton, Michael B. Goldberg, Alec J. Hufnagel, Henry Mannix III, George E. Matelich, Howard A. Matlin, Church M. Moore, Stanley de J. Osborne, David I. Wahrhaftig, Thomas R. Wall, IV and William Woo (the “Principals”). Advisory Services The Adviser provides investment advisory services to privately offered funds, which are investment vehicles that are exempt from registration under the Investment Company Act of 1940, as amended (the “40 Act”), and whose securities are not registered under the Securities Act of 1933, as amended. The Adviser currently serves as the investment manager for Kelso Investment Associates VII, L.P. (“Fund VII”), Kelso Investment Associates VIII, L.P. (“Fund VIII”), Kelso Investment Associates IX, L.P. (“Fund IX”) and Kelso Investment Associates X, L.P. (“Fund X”, and together with Fund VII, Fund VIII and Fund IX, the “Primary Funds”), as well as certain related investment vehicles described below. The investment strategy of the Adviser is described in Item 8 below and set forth more fully in the private placement memoranda (as supplemented or amended, the “Private Placement Memoranda”) of each Primary Fund. The Adviser provides services to each Primary Fund in accordance with the limited partnership or similar governing agreement of such Primary Fund (each, a “Partnership Agreement”) and the management agreement between the Adviser and such Primary Fund (each, a “Management Agreement”). The Adviser’s investment advice to the Primary Funds and to certain other Funds (described below) that are related to the Primary Funds, is limited to the type of advice described in this Brochure. Fund Structure As a general matter the Primary Funds are managed by the Adviser, which investigates, analyzes, structures and negotiates potential investments. The Adviser has general authority to recommend investments to the general partner of each Primary Fund (the “General Partners”), subject to the limitations set forth in the Management Agreements and Partnership Agreements of the Primary Funds. The management and the conduct of the activities of each Primary Fund remain the ultimate responsibility of such Primary Fund’s General Partner. The General Partner of each Primary Fund is an affiliate of the Adviser. The Adviser may establish additional vehicles to allow certain persons to invest alongside a Primary Fund in one or more investment opportunities (each such vehicle, a “Co-Investment Fund”). Such Co-Investment Funds include KEP VI, LLC, a Delaware limited liability company (“KEP VI”), KEP X, LLC, a Delaware limited liability company (“KEP X”), KSN Fund IX, L.P., a Delaware limited partnership (“KSN IX”) and KSN Fund X, L.P. a Delaware limited partnership (“KSN X”, and together with KEP VI, KEP X and KSN IX and their related vehicles, the “Kelso Investment Funds”). The Kelso Investment Funds provide the Adviser’s employees, outside directors, consultants and advisors, other executives and portfolio company management teams (collectively, the “Kelso Investors”) with the opportunity to invest alongside certain Primary Funds in all deals (e.g., KSN IX and KSN X have been formed to invest alongside Fund IX and Fund X, respectively). The Adviser has also formed Co-Investment Funds to invest alongside Fund IX and Fund X in specific investments and may form other Co- Investment Funds in the future. Traditionally, KEP VI (which was the sole Kelso Investment Fund) had elected an investment percentage in advance for each year to participate in all investments (including follow-on investments) made by Fund VII and Fund VIII during such year. However, the Kelso Investment Funds investing alongside Fund IX (together with the general partner of Fund IX) have instead committed in the aggregate a fixed amount equal to $625 million to invest in or alongside Fund IX, which commitment will not be reduced except in connection with the termination of employment or affiliation of certain persons with the Adviser (such amount, the “Kelso IX Commitment”). The Kelso Investment Funds investing in or alongside Fund X have committed to invest approximately 10% of third-party capital commitments (the “Kelso X Commitment”). The Adviser will report any co-investments completed alongside the Primary Funds to the applicable Limited Partners of such Primary Funds. As a general matter, any investment by a Co-Investment Fund (including Kelso Investment Funds) will be on terms and conditions not more favorable than the terms and conditions of the investment by the applicable Primary Fund. In connection with a follow-on investment, if the side-by-side investment percentage changes with respect to the investment made by a Kelso Investment Fund during the period between the date of the initial investment and the date of the follow-on investment, the share of the follow-on investment allocated to such Kelso Investment Fund will be based upon the side-by-side investment percentage at the time such follow-on investment is made in accordance with the applicable Partnership Agreement or similar governing agreement of such Kelso Investment Fund. Additionally, in the event that a Co-Investment Fund (other than a Kelso Investment Fund) is called upon to provide follow-on funding, such Co-Investment Fund will generally have the opportunity to participate in such follow-on investment based upon its then existing sharing percentage. However, if the members of a Co-Investment Fund elect not to participate in a follow-on investment, and certain but not all of the members decide to participate in such additional investment, the members that do not participate will generally suffer a proportional dilution of their overall investment. In addition, the Adviser may offer certain interested co-investors and other third-parties the opportunity to invest directly or indirectly in the debt and/or equity capital structure of a portfolio company. The terms of any such debt investment opportunity may be more or less favorable than terms that may be available from other third-party debt investors. Additionally, the Adviser (and its related persons) may organize and serve as a general partner (or in an analogous capacity) of certain investment vehicles which are “feeder” vehicles (each, a “Feeder Fund”) organized to invest exclusively in a Primary Fund, and alternative investment vehicles (each, an “Alternative Investment Vehicle”) organized in connection with the Primary Funds to address specific tax, legal, business, accounting, regulatory or other similar matters that may arise in connection with a transaction or transactions. The Primary Funds, Co-Investment Funds (including the Kelso Investment Funds), Feeder Funds and Alternative Investment Vehicles are collectively referred to as the “Funds.” The general partners and other managing entities of the Funds described above are collectively referred to as the “General Partners” in this Brochure. The limited partners, investors and members of the Funds described above are collectively referred to as “Limited Partners” in this Brochure. Investment Restrictions The advice provided by the Adviser and its affiliates to each Fund is tailored to meet the individual investment objectives and restrictions of each Fund. Each Partnership Agreement imposes restrictions on investing in certain securities or types of securities. Management of Client Assets As of December 31, 2018, the Adviser managed $11,439,535,722 of client assets on a discretionary basis and no client assets on a nondiscretionary basis. please register to get more info

Open Brochure from SEC website
Assets
Pooled Investment Vehicles $9,072,317,154
Discretionary $9,072,317,154
Non-Discretionary $
Registered Web Sites

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