Private Equity Strategy
Littlejohn seeks to acquire controlling equity positions on behalf of the Private Equity Partnerships, generally focusing on (i) companies and sectors with durable growth; (ii) sectors where Littlejohn has experience and knowledge; (iii) companies with good management teams; (iv) companies are under-performing or distressed; (v) opportunities where the Firm has a clear and compelling value creation plan; (vi) companies where the valuation of the company is lower than the Firm’s perception of the intrinsic value of the company; and(vii) where the company can benefit from Littlejohn’s “hands-on” approach to its investments. Once Littlejohn has identified a potential control investment opportunity, the Firm will undertake a comprehensive due diligence process, consisting of the following components: • Preparation of a preliminary financial model and collecting and analyzing sufficient industry, company specific and management information; • Thorough study of the target company’s industry, market share, competitive strengths and weaknesses, and internal operations, utilizing industry professionals or consultants to supplement internal findings and opinions where appropriate. • Assessment of the target’s management team, and, if management is underqualified (or does not exist) initiation of a search for qualified candidates. In these circumstances, Littlejohn will confirm that it can provide the operating resources to temporarily assume management responsibilities until qualified personnel are hired. • Evaluation of internal operations of business, including (i) understanding components of cost and fully loaded customer and product line profitability; (ii) identifying opportunities to streamline manufacturing processes and improve capacity utilization; (iii) identifying opportunities to improve product mix and quality; and (iv) developing strategic plans for internal growth and growth through acquisitions. • Confirmatory due diligence conducted by either outside professionals on matters such as accounting, tax, legal, environmental, human resources, technical (if necessary), risk management and employee benefits, or operating partners with specific expertise to perform the required due diligence.
As part of Littlejohn’s Private Equity Strategy, after making an investment, Littlejohn will begin
implementing a long-term operating strategy that identifies priorities and goals, works to attract and motivate a superior management team, and addresses manufacturing, financial controls and systems, sales and marketing, and product development needs. The Firm closely monitors each portfolio company’s performance and holds management accountable for the achievement of performance targets. Littlejohn Credit Strategy
Littlejohn seeks to achieve superior risk adjusted returns on behalf of the stand-alone Littlejohn Credit Partnerships, as well as specified portions of the assets of certain of the Partnerships (each such portion of assets or sleeve of a Partnership, a “Distressed Securities Pool”) by investing in a diversified portfolio of debt, equity and other related securities or obligations of leveraged or financially distressed middle market companies or during market dislocations, as well as private credit/structured capital investments and other special situations. Particularly with respect to companies that have undergone, are undergoing or are considered likely to undergo, a reorganization under bankruptcy laws or other extraordinary transaction, such as debt restructurings, reorganizations or liquidations outside of formal bankruptcy proceedings, Littlejohn believes that such securities and obligations are often mispriced by the marketplace due to difficulties in understanding the timing and process of a corporate restructuring, lack of reliable external data, and difficulties in conducting financial analysis, and Littlejohn seeks to profit on its expertise in investing in operationally and financially challenged companies. During the holding period of an investment, Littlejohn may attempt to proactively lead change by asserting rights as a creditor to maximize value by advocating for bankruptcy and/or restructuring. To the degree possible, Littlejohn will attempt to serve as an active member of creditor committees, company boards, and ad hoc creditors groups. Littlejohn will attempt to exit when investor value has been maximized. When Littlejohn makes credit investments on behalf of a Partnership, Littlejohn may seek to build its non-control position in a target into one where it will ultimately gain control over the issuer of such securities. The Firm believes that the Littlejohn Credit Strategy significantly improves the Private Equity Partnerships’ ability to access and take control of underperforming companies, especially in instances where ownership is fragmented and control will most likely be achieved through the conversion of debt. Once control is obtained over a target company, Littlejohn will further leverage the resources and infrastructure of Littlejohn’s private equity group by becoming active in the management of such company on the same basis that Littlejohn manages companies in which it makes control equity investments, as described above. Littlejohn employs both quantitative and qualitative valuation techniques to properly assess the intrinsic value of target companies. In analyzing a target, Littlejohn will consider all securities and obligations within the target’s capital structure and will focus its investments on the best risk adjusted assets, though preference will be given to the most senior tranche of a company’s capital structure. Littlejohn will also analyze the timing and complexity of the restructuring or other extraordinary event the target is undergoing in order to determine what actions and events will be necessary to increase the value of the investment, and consider the effects these factors will have on the liquidity and hold period of the investment in order to construct a diversified portfolio. Financial Solutions Strategy
On behalf of Partnerships for which Financial Solutions is the investment manager, Financial Solutions seeks to make investments in specialty finance assets through structured notes and other instruments primarily, but not solely, related to working capital finance. These instruments are typically collateralized by working capital assets, such as accounts receivables, inventory, purchase orders, accounts payables and invoices (the “Collateral Obligations”). The issuers of these structured notes may be offshore, and the companies who are the obligors with respect to the Collateral Obligations which serve as the security underlying the structured notes may also be offshore. The value of the Collateral Obligations and the creditworthiness of their respective obligors are of great importance in determining the value of the Financial Solutions Partnerships’ investments. The ability of an obligor to repay such Collateral Obligations is dependent upon the continued successful operation of each obligor’s business, which cannot be assured. Moreover, some of the Partnership’s investments will require reliance upon due diligence conducted by the issuer of the notes or its affiliates on the Collateral Obligations and the underlying obligors, which may fail to uncover misrepresentations or fraud in connection with such Collateral Obligations. With respect to some of its investments, Financial Solutions intends to apply leverage to maximize returns. Some of the notes that the Partnership invests in will have a fixed interest rate, whereas to the extent leverage is used, it will typically be subject to a floating interest rate. Accordingly, if future interest rates rise, the financing cost of leverage will rise and impact the Partnerships’ returns with respect to applicable investment. The Partnerships may enter into interest rate or other hedging transactions to mitigate these risks. The use of leverage can, in certain circumstances, maximize the losses to which a Partnership’s investments may be subject. Any event that adversely affects the value of an investment would be magnified to the extent the Partnership is leveraged. Direct Lending
Putnam Hill seeks to generate current income with paramount focus on the preservation of capital from investments in senior secured first and second lien loans to U.S. middle market companies. The Putnam Hill investment team previously engaged in direct lending activities at their prior employer and will be seeking to effectuate both leverage and unleveraged variations of the strategy effected at their previous firm on behalf of Partnerships for which Putnam Hill is the investment manager. Putnam Hill intends to capitalize on directly originated, club and syndicated middle market lending investments, focusing on highly negotiated, well-structured investments that meet the Direct Lending team’s investment criteria. To achieve Putnam Hill’s investment objectives, the Partnerships will invest primarily in senior secured floating rate assets carrying relatively low leverage as compared to collateralized loan obligations and other structured products. Putnam Hill’s investment professionals have long-established relationships with U.S. based private equity sponsors and intermediaries that they expect will result in potential financing opportunities that meet Putnam Hill’s disciplined underwriting process. The cornerstone of Putnam Hill’s strategy with respect to its investments is the corporate governance advantages that flow to debt issuers owned by private equity firms which enable these issuers to take nimble and comprehensive actions in adverse scenarios. Certain Partnerships may apply leverage to maximize returns. The use of leverage can, in certain circumstances, maximize the losses to which a Partnership’s investments may be subject. Any event that adversely affects the value of an investment would be magnified to the extent the Partnership is leveraged.
Cyber Security Breaches and Identity Theft
Littlejohn’s and its portfolio companies’ information and technology systems 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 Littlejohn has implemented, and portfolio companies may implement, 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, Littlejohn, the Partnerships and/or a portfolio company 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 Littlejohn’s, the Partnerships’ and/or a portfolio company’s 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 Littlejohn’s, the Partnerships’ and/or a portfolio company’s reputation subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. RISK OF LOSS AND MATERIAL RISKS RELATING TO INVESTMENT STRATEGIES AND METHODS OF ANALYSIS ARE FOUND IN THE RESPECTIVE PARTNERSHIPS’ PRIVATE PLACEMENT MEMORANDUM. INVESTORS SHOULD CAREFULLY REVIEW AND CONSIDER THE RISKS OUTLINED THEREIN. International Military Conflicts
The military conflict between Russia and Ukraine and the United States, Israel and Iran has caused disruptions to global financial systems, trade, and transport, among other things. The global sanctions and other severe restrictions or prohibitions on the activities of individuals and businesses connected to Russia imposed by multiple countries, as well as the voluntary actions of many companies in ceasing to operate and conduct business in or with Russian counterparties, will likely directly or indirectly impact the business activities of at least some of Partnerships’ portfolio companies. The closing of the Strait of Hormuz has had a worldwide impact on the shipping industry and the transportation of goods generally, and has resulted in increased oil and gas prices, contributing to the inflationary environment. The ultimate impact of these conflicts, or any new conflicts, and their effect on global economic and commercial activity and conditions, and on the operations, financial condition, and performance of a Partnerships or any particular industry, business, or investee country and the durations and severity of those effects, is not possible to predict at this time. It is possible that these conflicts could have a significant adverse impact and result in significant losses to a Fund. Such impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence, and execute new investments and to manage, finance, and exit investments in the future.
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