TWIN BRIDGE CAPITAL PARTNERS, LLC
- Advisory Business
- Fees and Compensation
- Performance-Based Fees
- Types of Clients
- Methods of Analysis
- Disciplinary Information
- Other Activities
- Brokerage Practices
- Review of Accounts
- Client Referrals
- Custody
- Investment Discretion
- Voting Client Securities
- Financial Information
Twin Bridge, the registered investment adviser, is a Delaware limited liability company. Twin Bridge provides discretionary investment advisory services to its clients, which consist of private equity “funds of funds,” namely private investment-related funds and similar related arrangements. Twin Bridge commenced operations in October 2005. Twin Bridge’s clients include the following (each, a “Fund” and, together with any future private investment fund to which Twin Bridge or its affiliates provide investment advisory services, the “Funds”):
• Pacific Street Fund, L.P.;
• Pacific Street Fund II, L.P.;
• Pacific Street Fund III, L.P.; and
• Pacific Street Fund IV, L.P. The following general partner entities of the Funds are affiliated with Twin Bridge:
• Pacific Street GP, LLC;
• Pacific Street GP II, LLC;
• Pacific Street GP III, LLC; and
• Pacific Street GP IV, LLC (each, a “General Partner” and, collectively, the “General Partners”). Each General Partner is subject to the Advisers Act pursuant to Twin Bridge’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partners, which operate as a single advisory business together with Twin Bridge. Additional Funds are expected to be offered on an investor-by-investor basis. Interests in the Funds are privately offered to qualified investors in the United States and elsewhere. The Funds invest in underlying private equity funds (“Portfolio Funds”) and, through co-investments, negotiated transactions in certain operating entities in which such Portfolio Funds invest. Twin Bridge’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving, where permitted by the governing documents of such Portfolio Funds, dispositions for such investments. Although direct and indirect investments are made predominantly in non-public companies, investments in public companies are permitted. From time to time, where such investments consist of direct investments in portfolio companies, the senior principals or other personnel of Twin Bridge or its affiliates generally serve on such portfolio companies’ respective boards of directors or otherwise act to influence control over management of portfolio companies held by the Funds or by such Portfolio Funds. In the event personnel of Twin Bridge or its affiliates were to receive compensation from a portfolio company in connection with serving on such portfolio company’s board of directors, the receipt of such compensation generally will give rise to potential conflicts of interest between the Funds, on the one hand, and Twin Bridge, its personnel and/or its affiliates, on the other hand. Twin Bridge’s advisory services to the Funds are detailed in the applicable private placement memoranda or other offering documents (each, a “Memorandum”), limited partnership or other operating agreements or governing documents (each, a “Partnership Agreement” and, as applicable, together with any relevant Memorandum, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed upon circumstances pursuant to the relevant Governing Documents; such arrangements generally do not and will not create an advisor-client relationship between Twin Bridge and any investor. The Funds or Twin Bridge generally enter into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the relevant Governing Documents with respect to such investors. In addition to the advisory services Twin Bridge provides to the Funds, Twin Bridge has entered into a strategic partnership with Astorius Consult GmbH to provide advisory services to a compartment of Astorius Capital Fonds S.C.A. SICAV-RAIF, a multi-compartment reserved alternative investment fund under Luxembourg law (“Astorius”). In connection with this arrangement, Twin Bridge has entered into a Portfolio Management Agreement with Astorius, pursuant to which Twin Bridge will act as portfolio manager on a fully discretionary basis and receive a management fee and carried interest for services provided. Astorius seeks to invest primarily in U.S. and Canadian smaller and lower mid-market private equity funds, investment vehicles and co-investments. Shares in Astorius are marketed and sold exclusively to non-U.S. persons. As of January 1, 2020, Twin Bridge managed approximately $1.8 billion in client assets on a discretionary basis. Twin Bridge is controlled and principally owned by Brian Gallagher, Joseph Dimberio, Patrick Lanigan and Thrivent Financial for Lutherans (“Thrivent”). please register to get more info
In general, Twin Bridge receives a management fee (the “Management Fee”) and the relevant General Partners receive a carried interest in connection with advisory services. Investors in a Fund also bear certain expenses.
Management Fees
Each Fund generally pays an annual Management Fee to Twin Bridge up to a maximum of 1.00% of such Fund’s aggregate investor capital commitments, quarterly in arrears, commencing on such Fund’s effective date and continuing through an anniversary of the effective date, as set forth in the relevant Governing Documents. For certain investors, the amount of Management Fee to be paid with respect to a fiscal year period generally is negotiated and agreed between such investors and the applicable General Partner prior to the commencement of such fiscal year period. As set forth in certain Funds’ Governing Documents, in certain circumstances and after a certain number of years, the Management Fee will be reduced or eliminated and the applicable General Partner is permitted to waive or reduce the Management Fee for certain investors. The rates at which Twin Bridge’s fees are charged vary among the Funds. The Management Fee generally will be reduced by the relevant Fund’s share of directors’ and similar fees paid by portfolio companies to partners or employees of Twin Bridge, although in certain cases Twin Bridge or one of its affiliates are permitted to retain certain of such fees without reduction of the Management Fee, as permitted by the relevant Governing Documents.
Carried Interest
Each General Partner will receive with respect to each Fund a carried interest that has been individually negotiated with investors. Each General Partner generally is permitted to waive or reduce carried interest for certain investors.
Other Information
Twin Bridge generally is permitted to exempt certain investors in the Funds from payment of all or a portion of Management Fees and/or carried interest. The General Partner reserves the right to make any such exemption from fees and/or carried interest by a direct exemption, a rebate by Twin Bridge or through other Funds which co-invest with the relevant investor’s Fund. The Funds generally invest on a long-term basis into Portfolio Funds and portfolio companies with long-term investment horizons. Accordingly, investment advisory and other fees are expected to be paid, except as otherwise described in the Governing Documents, over the term of the Funds and investors generally are not permitted to withdraw or redeem interests in the Funds. Principals or other current or former employees of Twin Bridge generally receive salaries and other compensation derived from, and in certain cases including a portion of, the Management Fee, carried interest or other compensation received by Twin Bridge. In addition to the Management Fee and carried interest payable to Twin Bridge, each Fund bears certain expenses. As set forth in the applicable Governing Documents, each Fund will pay all other costs and expenses of such Fund that are not reimbursed by portfolio companies, including without limitation: (i) all costs and expenses attributable to acquiring, holding and disposing of a Fund’s investments (including, without limitation, fees, costs and interest on money borrowed by such Fund or the relevant General Partner on behalf of such Fund, registration expenses and brokerage, finders’, custodial and other fees); (ii) legal, accounting, auditing, consulting and other fees and expenses (including, without limitation, expenses associated with the preparation of a Fund’s financial statements, tax returns and forms K-1); (iii) costs, expenses and liabilities of a Fund (including, without limitation, litigation and indemnification costs and expenses, judgments and settlements); (iv) all out-of-pocket fees and expenses incurred by a Fund, the relevant General Partner or the relevant General Partner’s members, managers, partners, officers and employees relating to investment and disposition opportunities for a Fund not consummated (including, without limitation, legal, accounting, auditing, consulting and other fees and expenses, financing commitment fees, real estate title and appraisal costs, and printing); (v) the Management Fees and Placement Fees; (vi) any taxes, fees and other governmental charges levied against a Fund; (vii) costs and expenses associated with meetings of the partners of a Fund; (viii) costs and expenses of or associated with a Fund’s Advisory Committee (if any); (ix) costs and expenses associated with the pursuit of remedies by a Fund pursuant to the relevant Governing Documents relating to any obligations of the relevant General Partner and its members thereunder; and (x) expenses paid to third parties in connection with the organization of a Fund, a Parallel Fund, the relevant General Partner, a Parallel Fund’s relevant General Partner and any relevant Management Company. As is typical for funds investing in operating companies or underlying private equity funds, certain Funds likely bear additional and greater expenses, directly and indirectly, than mutual funds or many other pooled investment products. please register to get more info
As described under “Fees and Compensation,” the relevant General Partner receives a carried interest allocation on certain realized profits in a Fund. A carried interest allocation represents an investment adviser’s compensation based on a percentage of net profits of the fund or funds it manages. Twin Bridge does not manage any funds that are not charged a performance- based fee. The existence of performance-based compensation has the potential to create an incentive for a General Partner to make more speculative investments on behalf of a Fund than it would otherwise make in the absence of such arrangement, although Twin Bridge generally considers performance-based compensation to better align its interests with those of its investors. please register to get more info
Twin Bridge provides investment advice to its Fund clients, which generally include investment partnerships or other investment entities formed under U.S. domestic or non-U.S. laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended (the “Company Act”), and in connection with the Astorius arrangement. The investors participating in the Funds generally include individuals, banks or thrift institutions, other investment entities, pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business entities and may include, directly or indirectly, principals or other employees of Twin Bridge. The Funds generally do not have a minimum investment amount for third-party investors; rather, investment amounts are negotiated on an investor-by-investor basis. In most circumstances, investors in the Funds must meet certain suitability and net worth qualifications prior to making an investment in the Funds. Generally, investors must be (i) “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, and (ii) either “qualified purchasers” or “knowledgeable employees” as defined under the Company Act. Twin Bridge is permitted to waive such qualification requirements in certain circumstances. please register to get more info
General
Twin Bridge invests primarily in Portfolio Funds that are middle-market private equity buyout funds and, through equity co-investments, certain portfolio companies in which such Portfolio Funds invest.
Investment and Operating Strategy
Twin Bridge focuses its investments on a North American-centric portfolio of middle market companies across multiple industries. The Funds’ portfolios generally consist of limited partnership or limited liability company interests in Portfolio Funds and, through co-investments, securities of operating companies. Portfolio Fund Investments. Twin Bridge’s investment selection process for fund investments begins by identifying fund targets in an attempt to create a diversified portfolio. Twin Bridge monitors several hundred Portfolio Funds and actively tracks a subset of such Portfolio Funds that it believes have the potential for positive performance. Twin Bridge seeks to identify the Portfolio Funds that fit best within the Funds’ strategy. In evaluating potential Portfolio Funds, Twin Bridge interacts with various financial industry experts and conducts due diligence. Co-Investments. Twin Bridge actively seeks co-investment opportunities that fit well within the Funds’ portfolios. In determining whether to invest alongside a Portfolio Fund in a portfolio company, Twin Bridge evaluates five areas: (i) the sponsor of the investment; (ii) the particular portfolio company; (iii) the industry; (iv) the portfolio company’s management; and (v) the portfolio company’s financials. As with investments in Portfolio Funds, Twin Bridge interacts with various financial industry experts and conducts due diligence to identify portfolio companies in which to co-invest.
Risks of Investment
The Funds and their investors bear the risk of loss that Twin Bridge’s investment strategy entails. The risks involved with Twin Bridge’s investment strategy and an investment in the Funds include, but are not limited to, the risks discussed below. Risks presented as applicable to a Fund may be equally applicable to, and where context allows should be construed to include, a Portfolio Fund, and vice versa. Business Risks. A Funds’ investment portfolio is expected to consist primarily of securities issued by Portfolio Funds and privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Non-controlling Investments. The Funds principally hold non-controlling interests in Portfolio Funds or portfolio companies (as applicable) and, therefore, have a limited ability to protect the Funds’ position in such investments. Future and Past Performance. The performance of the Funds’ prior investments is not necessarily indicative of the Funds’ future results. While Twin Bridge intends for the Funds to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that any targeted rate of return will be achieved. On any given investment, loss of principal is possible. Investment in Junior Securities. The securities in which the Funds will invest through Portfolio Funds and co-investments may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect a Fund’s investment once made. Concentration of Investments. The Funds participate in a limited number of investments and may seek to make several investments in one industry or one industry segment. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect its aggregate return. Furthermore, to the extent that the capital raised is less than the targeted amount, the Funds may invest in fewer portfolio companies and thus be less diversified. Investment in Private Equity Fund Interests. A Fund’s investments in private equity funds such as the Portfolio Funds are subject to the same risks as those of any other limited partner in such Portfolio Funds, including lack of liquidity and dependence on the management of such Portfolio Funds. Although Twin Bridge conducts extensive due diligence to identify and invest in Portfolio Funds that are ideally suited for the Funds’ investment strategies, Twin Bridge will not have control over the composition of the investments of such Portfolio Funds. Substantial Fees and Expenses. A Fund’s fees and expenses include not only Twin Bridge’s fees, but also the compensation and fees paid to the managers of the Portfolio Funds, as well as the pro rata share of the costs and expenses of the Portfolio Funds. Due to this double layer of fees and expenses, a Fund’s expenses will likely constitute a higher percentage of net assets than expenses of other investment entities which do not use a multi-layer approach. Possibility of Fraud and Other Misconduct. When a Fund invests in a Portfolio Fund, neither Twin Bridge nor such Fund has custody of the Portfolio Fund’s assets. Therefore, there is the risk that the Portfolio Fund or its custodian could divert or abscond with those assets, fail to follow agreed upon investment strategies, provide false reports of operations or engage in other misconduct. Moreover, there can be no assurances that the Portfolio Funds will be operated in accordance with all applicable laws and that assets entrusted to Portfolio Funds will be protected. In the past there have been reported instances of violations of the securities laws through the misuse of confidential information, misappropriation of assets or other activities. Such violations may result in substantial liabilities for damages caused to others, for the disgorgement of profits realized and for penalties. If a Portfolio Fund commits any such violation, a Fund could be exposed to significant losses or reputational harm. Limits on Information. Twin Bridge selects Portfolio Funds based upon the factors described under the “Methods of Analysis, Investment Strategies and Risk of Loss—Investment and Operating Strategy” section above. Twin Bridge will request detailed information from each Portfolio Fund regarding the Portfolio Fund manager’s historical performance and investment strategy. However, Twin Bridge likely will not always be provided with detailed information regarding all the investments made by such Portfolio Fund’s manager because certain of this information may be considered proprietary by such manager. Portfolio Fund Valuations. In most cases, Twin Bridge will have no ability to assess the accuracy of the valuations received from a Portfolio Fund. Furthermore, the net asset values received by Twin Bridge from such Portfolio Fund on a periodic basis may be unaudited until the end of the Portfolio Fund’s annual audit. There can be no assurance that a Portfolio Fund general partner will have all the information necessary to make valuation decisions in respect of the Portfolio Fund investments, or that any information provided by third parties on which such decisions are based will be correct. There can be no assurance that the valuation decision of a Portfolio Fund general partner with respect to a Portfolio Fund investment will represent the value realized by the Portfolio Fund on the eventual disposition of such Portfolio Fund investment or that would, in fact, be realized upon an immediate disposition of such Portfolio Fund investment on the date of its valuation. Accordingly, the valuation decisions made by such Portfolio Fund general partner may cause it to ineffectively manage the Portfolio Fund’s investment portfolios and risks, and may also affect the diversification and management of such Portfolio Fund’s investments. Lack of Sufficient Investment Opportunities. The business of identifying and structuring private equity transactions is highly competitive and involves a high degree of uncertainty. It is possible that a Portfolio Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, limited partners in such a Portfolio Fund generally will be required to pay annual management fees during the investment period based on the entire amount of their commitments. Dynamic Investment Strategy. While each General Partner generally intends to seek attractive returns for a Fund through the investment strategy and methods described herein, the relevant General Partner may pursue additional investment strategies and may modify or depart from its initial investment strategy, investment process or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the relevant Governing Documents. A General Partner may pursue investments outside of the industries and sectors in which Twin Bridge has previously made investments or has internal operational experience. Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While a Portfolio Fund investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Fund (including any Management Fee payable to the General Partner) may exceed its income, thereby requiring that the difference be paid from the Fund’s capital, including, without limitation, unfunded Commitments. Leveraged Investments. The Portfolio Funds may make use of leverage by incurring or having a portfolio company incur debt to finance a portion of the investment in such portfolio company, including in respect of portfolio companies not rated by credit agencies. Such use of leverage generally magnifies a Portfolio Fund’s opportunities for gain and its risk of loss from a particular investment and increases the portfolio company’s exposure to company, industry and economic conditions and changes in interest rates. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. The use of leverage often imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and may impair its ability to operate its business as desired and/or finance future operations and capital needs. In the event any portfolio company cannot generate adequate cash flow to meet debt service, the relevant Fund may suffer a partial or total loss of capital invested in the portfolio company, in turn affecting the Fund’s returns. Additionally, should the credit markets be limited or costly at the time a Portfolio Fund determines that it is desirable to sell all or a part of a portfolio company, the Portfolio Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Furthermore, the companies in which a Portfolio Fund invests generally will not be rated by a credit rating agency. A Portfolio Fund may also borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt) or otherwise be liable therefore, and in such situations, it is not expected that such Portfolio Fund would be compensated for providing such guarantee or exposure to such liability. The use of leverage by a Portfolio Fund also will result in interest expense and other costs to such Portfolio Fund that may not be covered by distributions made to such Portfolio Fund or appreciation of its investments. Subscription Lines. A Fund may enter into a subscription line with one or more lenders in order to finance its operations (including the acquisition of the Fund’s investments). Fund-level borrowing subjects limited partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital on an accelerated basis if the Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against the Fund would likely be subordinate to the Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in incremental partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment and negotiation of the terms of the borrowing facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the Governing Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for limited partners to make contributions to a Fund, which in certain circumstances enhances the relevant Fund’s internal rate of return calculations and thereby may be deemed to benefit the marketing efforts of the General Partner and its affiliates. A credit agreement may contain other terms that restrict the activities of a Fund and the limited partners or impose additional obligations on them. For example, a subscription line may impose restrictions on the relevant General Partner’s ability to consent to the transfer of a limited partner’s interest in the Fund. In addition, in order to secure a subscription line, the relevant General Partner may request certain financial information and other documentation from limited partners to share with lenders. The General Partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows the General Partner to fund investments and pay partnership expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital at once to repay the-then current amount outstanding under a subscription line could cause short- term liquidity concerns for limited partners that would not arise had the relevant General Partner called smaller amounts of capital incrementally over time as needed by a Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. Limited Transferability of Fund Interests. There will be no public market for the Funds’ interests, and none is expected to develop. There are substantial restrictions upon the transferability of a Fund’s interests under the relevant Governing Documents, and applicable securities laws. In general, withdrawals are not permitted, and the Funds’ interests are not redeemable. Restricted Nature of Investment Positions. Generally, there will be no readily available market for Fund or Portfolio Fund investments, and, hence, most of a Fund’s or Portfolio Fund’s investments, as applicable, will be difficult to value. Certain investments may be distributed in kind to the partners of a Fund or Portfolio Fund and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such partners. After a distribution of securities is made to the partners, many partners may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such partners may be lower than the value of such securities determined pursuant to the applicable Governing Documents, including the value used to determine the amount of carried interest available to Twin Bridge with respect to such investment. Reliance on Management. Each Fund is dependent on its General Partner. Control over the operation of a Fund will be vested with Twin Bridge, and the Fund’s future profitability will depend largely upon the business and investment acumen of the Twin Bridge principals. The loss or reduction of service of one or more of the principals could have an adverse effect on a Fund’s ability to realize its investment objectives. Limited partners generally have no right or power to take part in the management of a Fund, and as a result, the investment performance of the Funds will depend on the actions of Twin Bridge. In addition, certain changes in Twin Bridge or circumstances relating to Twin Bridge may have an adverse effect on a Fund or one or more of its portfolio companies including potential acceleration of debt facilities. Similar concerns apply to the Fund’s investment in each Portfolio Fund. Conflicting Investor Interests. Investors may have conflicting investment, tax and other interests with respect to their investments in the Funds and the Portfolio Funds in which they invest, including conflicts relating to the structuring of investment acquisitions and dispositions. Conflicts may arise in connection with decisions made by the General Partners regarding an investment that may be more beneficial to one Investor than another, especially with respect to tax matters. In structuring, acquiring and disposing of investments, the General Partners generally will consider the investment and tax objectives of the Partnership and its Partners as a whole, not the investment, tax or other objectives of any investor individually. Enhanced Scrutiny and Certain Effects of Potential Regulatory Changes. There has recently been significant discussion regarding enhanced governmental scrutiny and/or increased regulation of the private equity industry. There can be no assurance that any such scrutiny or regulation will not have an adverse impact on the Partnership’s activities, including the ability of the Partnership to implement operating improvements or otherwise execute its investment strategy or achieve its investment objectives. Non-U.S. Investments. The Funds, and the Portfolio Funds in which they invest, may invest in portfolio companies that are organized, headquartered or have substantial sales or operations outside of the United States, its territories and possessions. Such investments may be subject to certain additional risk due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of the Fund or any Portfolio Fund), the application of complex U.S. and non-U.S. tax rules to cross-border investments, possible imposition of non-U.S. taxes on a Fund or any Portfolio Fund and/or the partners with respect to such Fund’s or any Portfolio Fund’s income and possible non-U.S. tax return filing requirements for the Fund, any Portfolio Fund and/or the partners. Additional risks include: (i) risks of economic dislocations in the host country; (ii) less publicly available information; (iii) less well-developed regulatory institutions; and (iv) greater difficulty of enforcing legal rights in a non- U.S. jurisdiction. Moreover, non-U.S. companies may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those that apply to U.S. companies. Market Conditions. Any material change in the economic environment, including a slow- down in economic growth and/or changes in interest rates or foreign exchange rates, could have a negative impact on the performance and/or valuation of the portfolio companies. A Fund’s or Portfolio Fund’s performance can be affected by deterioration in public markets and by market events. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. Furthermore, such confidence may be adversely affected by local, regional or global health crises including, but not limited to, the rapid and pandemic spread of novel viruses commonly known as SARS, MERS and COVID-19 (Coronavirus). Such health crises could exacerbate political, social and economic risks previously mentioned, and result in significant breakdowns, delays and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of affected portfolio companies. A climate of uncertainty, including the contagion of infectious viruses or diseases, may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by a Fund and result in longer holding periods for investments. Furthermore, such uncertainty, including the uncertainty stemming from the contagion of infectious viruses or diseases, or general economic downturn may have an adverse effect upon a Fund’s portfolio companies. Material Non-Public Information. As a result of the operations of Twin Bridge and its affiliates, Twin Bridge frequently comes into possession of confidential information. In certain cases, Twin Bridge and its affiliates may have access to material non-public information that may be relevant to an investment decision to be made on behalf of a Fund. Consequently, a Fund may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or Twin Bridge’s internal policies. Due to these restrictions, a Fund may not be able to make an investment that it otherwise might have made or sell an investment that it otherwise might have sold. Similarly, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent Twin Bridge or the funds from entering into transactions with certain individuals or jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the United States Department of Justice and other U.S. and non- U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Fund’s acquisition of a portfolio company may preclude other Funds from making an attractive acquisition or require one or more other Funds to sell all or a portion of certain portfolio companies owned by them. As a result of any of the foregoing, a Fund may be adversely affected because of Twin Bridge’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Fund from pursuing investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by Twin Bridge or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Fund will be able to participate in all potential investment opportunities that fall within its investment objectives. Cybersecurity Risks. Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries such as the food services and retail industries. To the extent that a portfolio company or Portfolio Fund is subject to cyber-attack or other unauthorized access is gained to a portfolio company or Portfolio Fund’s systems, such portfolio company or Portfolio Fund may be subject to substantial losses in the form of stolen, lost or corrupted (i) customer data or payment information; (ii) customer, portfolio company or Portfolio Fund financial information; (iii) portfolio company or Portfolio Fund software, contact lists or other databases; (iv) portfolio company or Portfolio Fund proprietary information or trade secrets; or (v) other items. In certain events, a portfolio company or Portfolio Fund’s failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. Any of such circumstances could subject a portfolio company, Portfolio Fund or the relevant Fund, to substantial losses. In addition, in the event that such a cyber-attack or other unauthorized access is directed at Twin Bridge or one of its service providers holding its financial or investor data, Twin Bridge, its affiliates or the Funds may also be at risk of loss. Privacy and Data Protection Law Compliance Risk. The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations (“Privacy Laws”) in the United States, Europe and elsewhere could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of Twin Bridge, the General Partners, the Funds and/or the Portfolio Funds, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for the Twin Bridge, the General Partners, the Funds and/or the Portfolio Funds, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. For example, California has passed the California Consumer Privacy Act of 2018, and the EU has enacted the General Data Protection Regulation (EU 2016/679), each of which broadly impacts businesses that handle various types of personal data, potentially including private fund managers and their funds and investments. Such laws impose stringent legal and operational obligations on regulated businesses, as well as the potential for significant penalties. Other jurisdictions, including other U.S. states, have proposed or are considering similar Privacy Laws, which if enacted could impose similarly significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws and regulations are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include Twin Bridge, the General Partners, the Funds and/or the Portfolio Funds.
Conflicts of Interest
The General Partners and the principals are affiliates of Twin Bridge, an investment advisory firm dedicated to fund-of-funds investments and co-investment transactions for institutional clients, and the principals of Twin Bridge have ownership interests in the General Partner that entitles them to a portion of the carried interest distributions received by the General Partner. As an investment advisory firm, Twin Bridge provides a range of business services to its clients, some of which likely will result in conflicts of interest between the Partnership, on the one hand, and Twin Bridge and certain of its clients, on the other hand. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to the Partnership and its ability to achieve its investment objectives. Twin Bridge attempts to resolve such conflicts of interest in light of its obligations to investors in such investment vehicles managed by it, and attempts to allocate investment opportunities among the Funds in a fair and equitable manner. Twin Bridge generally will attempt to allocate investment opportunities among the Funds on a pro rata basis, unless required to do otherwise by the applicable Governing Documents. Twin Bridge’s Governing Documents authorize it to form an advisory board consisting of limited partners of the Funds or other investment vehicles that it can consult and from which it can receive consent to certain conflicts of interest. Twin Bridge’s allocation of investment opportunities among the persons and in the manner discussed herein may not, and often will not, result in proportional allocations among such persons, and such allocations likely will be more or less advantageous to some such persons relative to others. While Twin Bridge will allocate investment opportunities in a manner that it believes in good faith is fair and equitable to its clients under the circumstances over time and considering relevant factors, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the potential conflicts of interest to which Twin Bridge expects to be subject, discussed herein, did not exist. In certain cases, Twin Bridge will have the opportunity (but, subject to any applicable restrictions or procedures in the relevant Governing Documents, no obligation) to identify one or more secondary transferees of interests in a Fund. In such cases, Twin Bridge will not receive compensation for identifying such transferees and will use its discretion to select such transferees based on suitability and other factors, and unless required by the relevant Governing Documents, will determine in its sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing Fund investors. From time to time, Twin Bridge will be presented with investment opportunities that would be suitable not only for a particular Fund, but also for other Funds and other investment vehicles operated by advisory affiliates of Twin Bridge. In determining which investment vehicles should participate in such investment opportunities, Twin Bridge will be subject to conflicts of interest among the investors in such investment vehicles. Twin Bridge believes the significant investment by Twin Bridge in the Funds, as well as Twin Bridge’s interest in the carried interest, operate to align, to some extent, the interest of Twin Bridge with the interest of the partners, although Twin Bridge has economic interests in such other investment funds and investments as well and receives management fees and carried interest relating to such interests. Because Twin Bridge’s carried interest is based on a percentage of net realized profits, it creates an incentive for Twin Bridge to cause a Fund to make riskier or more speculative investments than would otherwise be the case. As a result of an investment in a portfolio company, personnel of Twin Bridge or its affiliates are expected to sit on the board of directors of such portfolio company and Twin Bridge likely will, based on its investment, be able to influence a determination of their compensation. In addition, from time to time, portfolio company board members approve compensation and/or other amounts payable to Twin Bridge, its personnel and/or its affiliates. Subject to any relevant restrictions or other limitations contained in the Governing Documents of the Funds, Twin Bridge will allocate fees and expenses in a manner that it believes in good faith is fair and equitable to its clients under the circumstances and considering such factors as it deems relevant, but in its sole discretion. In exercising such discretion, Twin Bridge expects to be faced with a variety of potential conflicts of interest. As a general matter, Fund expenses typically will be allocated among all relevant Funds. In all such cases, subject to applicable legal, contractual or similar restrictions, expense allocation decisions will generally be made by Twin Bridge using its best judgment, considering such factors as it deems relevant, but in its sole discretion. The allocations of such expenses often will not be proportional, and any such determinations involve inherent matters of discretion, e.g., in determining whether to allocate pro rata based on number of Funds receiving related benefits or proportionately in accordance with asset size. The Funds generally have different expense reimbursement terms, including with respect to Management Fees and reductions in Management Fees, which is expected from time to time to result in the Funds bearing different levels of expenses with respect to the same investment. Twin Bridge was formed in 2005 with financial backing from a strategic investor, which took at that time and currently holds a minority ownership stake in Twin Bridge. The strategic investor historically has been the primary source of capital for Twin Bridge’s fund clients, including providing significant anchor investments in certain of the Funds, pursuant to which it has received consent rights as described in the relevant Governing Documents, and Twin Bridge expects that the strategic investor will continue to so invest (and receive such rights) in the future. Because the strategic investor is a minority owner in Twin Bridge and a primary source of capital for Twin Bridge’s fund clients or in connection with the consent rights conferred in the relevant Governing Documents, Twin Bridge expects from time to time to discuss prospective investments with the strategic investor during the terms of certain of the Funds. These discussions are expected to include the strategic investor’s outlook on the market generally or on specific investments, and, as a result, potential conflicts of interest exist to the extent that the strategic investor’s outlook relating to a particular investment differs from that of Twin Bridge, such as where the strategic investor already is separately invested in the relevant (or a similar) investment opportunity and/or would not pursue the new opportunity on its own. Twin Bridge expects to have incentives to conduct operations in a manner that benefits the strategic investor or Twin Bridge’s ongoing relationship therewith. Twin Bridge will seek to mitigate the potential for conflicts of interest arising from these discussions by making its investment decisions based on the relevant Fund’s investment outlook and existing holdings, rather than those of the strategic investor. These situations subject Twin Bridge to potential conflicts of interest. Twin Bridge attempts to resolve such conflicts of interest in light of its obligations to investors in its Funds and the obligations owed by Twin Bridge’s advisory affiliates to investors in investment vehicles managed by them, and attempts to allocate investment opportunities among a Fund, other Funds and such investment vehicles in a manner it believes to be fair and equitable to the Funds under the circumstances over time. To the extent that an investment or relationship raises particular conflicts of interest, Twin Bridge will review the circumstances of such investment or relationship with a view to addressing and reducing the potential for conflict. Where necessary, Twin Bridge consults and receives consent to conflicts from the relevant investors. please register to get more info
Neither Twin Bridge nor its management persons have been subject to any material legal or disciplinary events required to be discussed in this Brochure. please register to get more info
Twin Bridge is affiliated with the General Partners, other general partner entities subject to the Advisers Act pursuant to Twin Bridge’s registration in accordance with SEC guidance. These entities operate as a single advisory business together with Twin Bridge and serve as managers or general partners of private investment funds and other pooled vehicles and generally share common owners, officers, partners, employees, consultants or persons occupying similar positions. Twin Bridge is partially owned by Thrivent, a financial services organization organized as a fraternal benefit society. Thrivent’s controlled and affiliated entities include broker dealers, investment advisers, banking institutions and insurance agencies. As none of Twin Bridge, the Funds or the portfolio companies in which the Funds make direct investments receive services from such Thrivent entities, Twin Bridge believes that such ownership does not create a material conflict of interest.
CODE OF ETHICS, PARTICIPATION OR INTEREST IN
CLIENT TRANSACTIONS AND PERSONAL TRADING
Twin Bridge has adopted the Twin Bridge Code of Ethics and Securities Trading Policy (the “Code”), which sets forth standards of conduct that are expected of Twin Bridge principals and employees and addresses conflicts that arise from personal trading. The Code requires Twin Bridge personnel to: report their personal securities transactions; pre-clear any proposed purchase of any initial public offering or limited offering; and comply with policies and procedures designed to prevent the misuse of, or trading upon, material non-public information. A copy of the Code will be provided to any investor or prospective investor upon request to MaryJane Pempek, the Chief Compliance Officer, at (312) 284-5600. Personal securities transactions by employees who manage client accounts are required to be conducted in a manner that prioritizes the client’s interests in client eligible investments. Twin Bridge and its affiliated persons may come into possession, from time to time, of material non-public or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, Twin Bridge and its affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of Twin Bridge. Accordingly, should Twin Bridge or any of its affiliated persons come into possession of material non-public or other confidential information with respect to any public company, Twin Bridge would be prohibited from communicating such information to clients, and Twin Bridge will have no responsibility or liability for failing to disclose such information to clients as a result of following their policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of Twin Bridge personnel serving as directors of public companies and may restrict trading on behalf of clients, including the Funds. Twin Bridge and its affiliates, principals and employees expect from time to time to carry on investment activities for their own account, for personal or employee investment vehicles and, potentially, for family members, friends or others who do not invest in the Funds, as well as give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, the Funds, even though their investment objectives may be the same or similar. The operative documents and investment programs of certain Funds generally restrict, limit or prohibit, in whole or subject to certain procedural requirements, investments of certain other vehicles in issuers held by such Funds or give priority with respect to investments to such Funds. Some of these restrictions could be waived by investors (or their representatives or advisory boards) in such Funds or be subject to limitations (e.g., by time or percentage of capital deployed). However, Twin Bridge may or may not, in its sole discretion, seek any such waiver and, in any event, there can be no assurance that any waiver sought would be obtained. please register to get more info
Twin Bridge focuses on securities transactions of private companies and generally purchases and sells such companies through privately negotiated transactions in which the services of a broker-dealer may be retained. However, Twin Bridge reserves the right to distribute securities to investors in the Funds or sell such securities, including through using a broker-dealer, such as where a public trading market exists. Although Twin Bridge does not intend to regularly engage in public securities transactions, to the extent it does so, it intends to follow the brokerage practices described below. If Twin Bridge sells publicly traded securities for a Fund, it is responsible for directing orders to broker-dealers to effect securities transactions for accounts managed by Twin Bridge. In such event, Twin Bridge will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute client transactions, Twin Bridge reserves the right to consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) responsiveness to requests for trade data and other financial information. Twin Bridge has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although Twin Bridge generally seeks competitive commission rates, it may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. please register to get more info
The investments made by the Funds are generally private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, Twin Bridge closely monitors Portfolio Funds and portfolio companies in which the Funds invest, and the Chief Compliance Officer periodically checks to confirm that each Fund is maintained in accordance with its stated objectives. Twin Bridge will provide to its limited partners (i) audited financial statements annually, (ii) unaudited financial statements for the first three quarters of each fiscal year and (iii) annual tax information necessary for each partner’s U.S. tax returns. please register to get more info
Twin Bridge and/or its affiliates intend to provide certain business or consulting services to companies in the relevant Fund’s portfolio and expect to receive compensation from these companies in connection with such services. As described in the relevant Governing Documents, this compensation generally offsets a portion of the Management Fees paid by such Fund. See “Fees and Compensation.” Twin Bridge reserves the right from time to time to enter into solicitation arrangements pursuant to which it compensates third parties for referrals that result in a potential investor becoming a limited partner in a Fund. Any fees payable to any such placement agents or other third parties generally will be borne by Twin Bridge directly or indirectly through an offset against the Management Fee under the Governing Documents. To the extent permitted by the relevant Governing Documents, expenses payable to such placement agents or other third parties are borne by the relevant Fund. please register to get more info
Twin Bridge has established an account with each of the following qualified custodians to hold funds and securities on behalf of the Funds: Merrill Lynch, Pierce, Fenner & Smith Incorporated, 600 California Street, 8th Floor, San Francisco, CA 94108; JP Morgan Distribution Services, Inc., Chase Tower, 21 South Clark Street, 8th Floor, Chicago, IL 60603; and Silicon Valley Bank, 505 Howard Street, 3rd Floor, San Francisco, CA 94105. please register to get more info
Twin Bridge has discretionary authority to manage investments on behalf of the Funds. As a general policy, Twin Bridge does not allow limited partners to place limitations on this authority. Pursuant to the terms of the Governing Documents, however, Twin Bridge and/or its affiliates have entered, and expect to enter into, Side Letters with certain limited partners whereby the terms applicable to such limited partner’s investment in a Fund are altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. Twin Bridge assumes this discretionary authority pursuant to the terms of the Governing Documents and powers of attorney executed by the limited partners of the Funds. please register to get more info
Twin Bridge has adopted the Proxy Voting Policies and Procedures (the “Proxy Policy”) to address how it will vote proxies, as applicable, for a Fund’s portfolio investments, including the Portfolio Funds. The Proxy Policy seeks to ensure that Twin Bridge votes proxies (or similar instruments) in the best interest of the Funds, including where there may be material conflicts of interest in voting proxies. Twin Bridge generally believes its interests are aligned with those of a Fund’s investors through the principals’ beneficial ownership interests in the Funds and therefore will not seek investor approval or direction when voting proxies. In the event that there is a potential conflict of interest in voting proxies, the Proxy Policy provides that Twin Bridge is authorized to address the potential conflict using several alternatives, including by seeking the approval or concurrence of a Fund’s advisory board on the proposed proxy vote or through other alternatives set forth in the Proxy Policy. Twin Bridge does not consider service on portfolio company boards by Twin Bridge personnel or Twin Bridge’s receipt of management or other fees from portfolio companies to create a material conflict of interest in voting proxies with respect to such companies. In addition, the Proxy Policy sets forth certain specific proxy voting guidelines followed by Twin Bridge when voting proxies on behalf of a Fund. Clients or investors that would like a copy of Twin Bridge’s complete Proxy Policy or information regarding how Twin Bridge voted proxies for particular portfolio companies may contact MaryJane Pempek, the Chief Compliance Officer, at (312) 284-5600, and it will be provided at no charge. please register to get more info
Twin Bridge does not require prepayment of Management Fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure.
FORM ADV PART 2B
INVESTMENT ADVISER BROCHURE SUPPLEMENT
TWIN BRIDGE CAPITAL PARTNERS, LLC
One South Wacker Drive
Suite 3220
Chicago, IL 60606
http://www.twinbridgecapital.com March 27, 2020
Capitalized terms used but not defined in this Brochure Supplement have the meanings ascribed to them in the Investment Adviser Brochure of Twin Bridge Capital Partners, LLC (“Twin Bridge”). This Brochure Supplement provides information regarding investment personnel acting on behalf of Twin Bridge. If you have any questions about the supplemental information contained in this Supplemental Brochure, please contact MaryJane Pempek, Twin Bridge’s Chief Compliance Officer, at (312) 284-5600. All investment personnel mentioned in this Brochure Supplement can be reached at the address and phone number provided at the beginning of this Brochure.
Brian Gallagher
Educational Background and Business Experience Brian Gallagher, born December 20, 1967, co-founded Twin Bridge and shares responsibility for all aspects of the firm’s investment and fundraising activities. Mr. Gallagher serves on the Management Board and the Investment Committee of Twin Bridge. Before co- founding Twin Bridge, Mr. Gallagher was a Principal with UIB Capital, where he was responsible for leading private equity investments in the United States. Mr. Gallagher was also a Partner at PPM America Capital Partners, where he led investments in private equity funds and co- investments. Mr. Gallagher began his career at Arthur Andersen. Mr. Gallagher is a board member of the Grosvenor Registered Multi-Strategy Fund and a trustee of the Grosvenor Hedge Fund Guided Portfolio Solution Fund. He is also a board member of HFS Chicago Scholars. He is on the advisory board of Main Post Partners Funds I and II as well as Vance Street Capital Fund II. Mr. Gallagher is also on the advisory board of Integrity Risk International and is a member of the Business Advisory Council at the University of Notre Dame. Mr. Gallagher earned his MBA in Finance at Northwestern University and a BA in Accounting from the University of Notre Dame. He holds the Chartered Financial Analyst designation and is a Certified Public Accountant (inactive). Mr. Gallagher is a member of the CFA Institute, the AICPA, the National Association of Corporate Directors and the Association for Corporate Growth. Disciplinary History There are no legal or disciplinary events to disclose with respect to Mr. Gallagher. Other Business Activities Mr. Gallagher is not engaged in any investment-related business outside of his roles with Twin Bridge. Additional Compensation Mr. Gallagher does not receive any additional compensation that is required to be disclosed. Supervision As a partner of Twin Bridge, Mr. Gallagher is part of a team that is responsible for leading the investment activities of Twin Bridge, but is not subject to the business supervision of any single individual. The Chief Compliance Officer supervises the activities of Mr. Gallagher with respect to Twin Bridge’s Investment Adviser Compliance Program. Joseph Dimberio Educational Background and Business Experience Joseph Dimberio, born February 4, 1969, manages Twin Bridge and shares responsibility for all aspects of the firm’s investment and fundraising activities. Mr. Dimberio serves on the Management Board and the Investment Committee of Twin Bridge. Mr. Dimberio was formerly a Senior Partner of PPM America Capital Partners, where he led investments in both funds and co- investments. Prior to PPM America, he worked for Heller Financial, underwriting debt investments in sponsored leveraged buyouts. Mr. Dimberio started his career with Citicorp Diners Club. Mr. Dimberio has served on many boards of directors. He is currently on the advisory boards of New Harbor Capital Fund II, CIVC Funds IV & V, Juggernaut Capital Partners Fund III, Jefferies Capital Partners Fund V, Union Capital Partners Fund II, as well as Carousel Capital Partners Funds III & IV & V. He is also a board member of HFS Chicago Scholars. Mr. Dimberio received his MBA from the University of Notre Dame and graduated with a BA in Finance from the University of Notre Dame. Disciplinary History There are no legal of disciplinary events to disclose with respect to Mr. Dimberio. Other Business Activities Mr. Dimberio is not engaged in any investment-related business outside of his roles with Twin Bridge. Additional Compensation Mr. Dimberio does not receive any additional compensation that is required to be disclosed. Supervision As a partner of Twin Bridge, Mr. Dimberio is part of a team that is responsible for leading the investment activities of Twin Bridge, but is not subject to the business supervision of any single individual. The Chief Compliance Officer supervises the activities of Mr. Dimberio with respect to Twin Bridge’s Investment Adviser Compliance Program.
Patrick Lanigan
Educational Background and Business Experience Patrick Lanigan, born April 26, 1969, manages Twin Bridge and shares responsibility for all aspects of the firm’s investment and fundraising activities. Mr. Lanigan serves on the Management Board and the Investment Committee of Twin Bridge. Mr. Lanigan was formerly a Senior Partner of PPM America Capital Partners, where he led the underwriting for fund investments and equity co-investments. Prior to joining PPM America, Mr. Lanigan held general management positions with Owens Corning and General Binding Corporation. He started his career with Amoco Oil Company. Mr. Lanigan has served on several boards of directors historically and is an advisory board member for Centre Partners Fund V and Thoma Bravo Fund IX. He earned his MBA from the University of Chicago Graduate School of Business and a BS in Mechanical Engineering from the University of Notre Dame.
Disciplinary History
There are no legal of disciplinary events to disclose with respect to Mr. Lanigan.
Other Business Activities
Mr. Lanigan is not engaged in any investment-related business outside of his roles with Twin Bridge.
Additional Compensation Mr. Lanigan does not receive any additional compensation that is required to be disclosed. Supervision As a partner of Twin Bridge, Mr. Lanigan is part of a team that is responsible for leading the investment activities of Twin Bridge, but is not subject to the business supervision of any single individual. The Chief Compliance Officer supervises the activities of Mr. Lanigan with respect to Twin Bridge’s Investment Adviser Compliance Program.
F. Matthew Petronzio
Educational Background and Business Experience F. Matthew Petronzio, born July 20, 1974, manages Twin Bridge and shares responsibility for all aspects of the firm’s investment and fundraising activities. Mr. Petronzio serves on the Investment Committee of Twin Bridge. Before joining Twin Bridge Capital Partners, Mr. Petronzio was a Partner with Five Points Capital, where he led the Five Points Small Buyout Strategies platform. In particular, he was responsible for the sourcing and execution of small market private equity investments and associated co-investments. Additionally, he played a key role in capital raising and other investor relations functions for the firm. Prior to joining Five Points, Mr. Petronzio was a senior member of SunTrust Equity Partners, where he led investments in private equity funds as well as direct mezzanine and equity co-investments. Mr. Petronzio began his career at First Union National Bank. Mr. Petronzio earned his MBA with concentrations in Finance and Accounting at Vanderbilt University and a BA in Economics from Bucknell University. He also holds the Chartered Alternative Investment Analyst designation. Disciplinary History
There are no legal of disciplinary events to disclose with respect to Mr. Petronzio.
Other Business Activities
Mr. Petronzio is not engaged in any investment-related business outside of his roles with Twin Bridge.
Additional Compensation Mr. Petronzio does not receive any additional compensation that is required to be disclosed. Supervision As a partner of Twin Bridge, Mr. Petronzio is part of a team that is responsible for leading the investment activities of Twin Bridge, but is not subject to the business supervision of any single individual. The Chief Compliance Officer supervises the activities of Mr. Petronzio with respect to Twin Bridge’s Investment Adviser Compliance Program. please register to get more info
Open Brochure from SEC website
Assets | |
---|---|
Pooled Investment Vehicles | $1,790,920,000 |
Discretionary | $1,790,920,000 |
Non-Discretionary | $ |
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