Overview
Corporate structure
TIKEHAU CAPITAL NORTH AMERICA LLC is part of a group headed by Tikehau Capital. 124 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
- Tikehau Capital Paris, France
- TIKEHAU CAPITAL NORTH AMERICA LLC 100% · Dover, Delaware, United States
- TIKEHAU STRUCTURED CREDIT MANAGEMENT LLC 100% · New York, New York, United States
- TIKEHAU RUBY CLO EQUITY LP Fund · New York, New York, United States
- TIKEHAU CAPITAL EUROPE LIMITED Subsidiary · 100% · London, United Kingdom
- TIKEHAU INVESTMENT MANAGEMENT Subsidiary · 100% · Paris, France
- CARAC FEF Fund · Paris, France
- EFIMMO 1 Fund · Paris, France
- FCT AFE Fund · Paris, France
- FCT NOVO 2 Fund · Paris, France
- FCT TIKEHAU NOVO 2020 Fund · Paris, France
- FONDS NOUVEL INVESTISSEMENT 1 Fund · Paris, France
- NOVI 1 Fund · Paris, France
- SOFIBOUTIQUE Fund · Paris, France
- SOFIDY EUROPE INVEST Fund · Paris, France
- SOFIMMO Fund · Paris, France
- SOLIVING Fund · Paris, France
- SOREF2 Fund · Paris, France
- T2 ENERGY TRANSITION CO-INVEST Fund · Paris, France
- TDL V USD Corporation Feeder Fund · Paris, France
- TIKEHAU 2027 Fund · Paris, France
- TIKEHAU DIRECT LENDING - 1ST LIEN Fund · Paris, France
- TIKEHAU DIRECT LENDING 4 L Fund · Paris, France
- TIKEHAU DIRECT LENDING III Fund · Paris, France
- TIKEHAU DIRECT LENDING IV Fund · Paris, France
- Tikehau Direct Lending IV USD Feeder SCSp Fund · Paris, France
- TIKEHAU ENERGY OPPORTUNITY Fund · Paris, France
- TIKEHAU ENTRAID' ÉPARGNE CARAC Fund · Paris, France
- TIKEHAU EQUITY SELECTION Fund · Paris, France
- TIKEHAU EUROPEAN HIGH YIELD Fund · Paris, France
- TIKEHAU FONDO PER L'ECONOMIA REALE ITALIANA Fund · Paris, France
- TIKEHAU FUND Fund · Paris, France
- TIKEHAU EUROPEAN HIGH YIELD Fund · Paris, France
- TIKEHAU EUROPEAN SOVEREIGNTY FUND Fund · Paris, France
- TIKEHAU GREEN 1 Fund · Paris, France
- and 87 more
- PRAECISIO HOLDING Subsidiary · Chalette-Sur-Loing, France
- Star Amercia Infrastructure Partners, LLC Subsidiary · New York, New York, United States
- TIKEHAU CAPITAL UK LIMITED Subsidiary · London, United Kingdom
- TIKEHAU CAPITAL NORTH AMERICA LLC 100% · Dover, Delaware, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0). Each entity in the chart links to its source.
Investment adviser
TIKEHAU CAPITAL NORTH AMERICA LLC is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$6.2B3 34 accounts, $4.7B with discretion
- Employees56 38 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 29 ($5.3B); Other: AFFILIATED ENTITIES: 4 ($814.8M); Corporations or other businesses not listed above: 1 ($10.2M)
- How it is paidA percentage of assets under its management; Performance-based fees; Other: COST-PLUS BASIS
- What it doesPortfolio management for pooled investment vehicles (other than investment companies); Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-111758, CRD 289075 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- TIKEHAU INVESTMENT MANAGEMENTowns 75% or more, since 06/2026
- TIKEHAU CAPITAL SCAowns 75% or more of TIKEHAU INVESTMENT MEMBER MANAGEMENT, since 09/2006
Disciplinary record
The firm answered yes to 1 of the disciplinary questions on Form ADV (Item 11). A yes can concern the firm itself or an affiliate.
- Any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority has found the firm or an advisory affiliate to have been involved in a violation of investment-related regulations or statutes.
The 1 record concern TIKEHAU INVESTMENT (1), which reports the details on its own Form ADV.
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 7/1/2026.4 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
Tikehau Capital North America LLC (“TCNA”) is an investment adviser with its principal place of business in New York, NY. TCNA was formed in April 2017 under the name “Tikehau Capital US LLC" and changed its name to TCNA in July 2017. TCNA registered as an investment adviser with the SEC in September 2017. TCNA is wholly owned by Tikehau Investment Management S.A.S. (“Tikehau IM”), a French simplified joint stock company that is an alternative investment fund manager. Tikehau IM is a wholly owned subsidiary of Tikehau Capital S.C.A. (“Tikehau Capital”), thus Tikehau Capital has indirect ownership over the Advisers. Tikehau Capital is an asset management and investment company formed in 2004 in Paris and is a global alternative asset management group managing €52.8 billion of assets (as of December 31, 2025). The Group has developed a wide range of expertise across four asset classes: credit, real assets, private equity, and capital markets strategies. Tikehau Capital is listed on Euronext Paris. Tikehau Structured Credit Management LLC (“TSCM”) is a subsidiary of TCNA registered with the SEC as an investment adviser relying on TCNA’s investment adviser registration and with its principal place of business in New York, NY. TSCM was formed in June 2021. TSCM acts as collateral manager to issuers of collateralized loan obligation securities and to special purpose vehicles entering into short-term and long-term warehouse, repurchase or other credit facilities to finance the preliminary accumulation and “ramp-up” of loans comprising all or a portion of the initial pool of collateral for any such issuer (each a “CLO”). TCNA also acts as collateral manager to issuers of collateralized fund obligation securities (each a “CFO”). See Item 10 for additional information regarding TSCM. TCNA, together with TSCM as well as (where the context permits) affiliated general partners, managing members and similar entities of the Funds, CLOs and CFOs, are collectively referred to as “Tikehau” or the “Advisers”. The Advisers operate as a single investment advisory business under common control, with a common Chief Compliance Officer (“CCO”); however, TSCM has a distinct Investment Committee with distinct rights and authorities that govern strategy, management and investment decisions for the relevant Funds, CLOs and CFOs, as well as day-to-day operations of TSCM. Certain of the Advisers provide investment advice to pooled investment vehicles and certain coinvestment vehicles or parallel funds (the “Funds”) and certain affiliated entities of the Tikehau Group (as defined below). The Funds, CLOs and CFOs, together with the affiliated entities advised by certain of the Advisers, are collectively referred to as “Clients”. The Group provides investment management services to other clients, other investment funds, other CLOs, client accounts, and proprietary accounts in which none of the Clients will have an interest (such other clients, funds and accounts, the “Other Accounts”). The Advisers also provide advisory services related to investments in North America to Tikehau Capital and its subsidiaries and serves as sub-adviser to Funds managed by Tikehau IM. For purposes of this brochure and unless otherwise noted, references to the Advisers refer to current or future advisory services with respect to North American assets. The Advisers, Tikehau Capital and Tikehau IM, along with their respective affiliates, are collectively referred to as the “Tikehau Group” or the “Group.”
The Tikehau Group operates through four business lines: • Credit: The Group is a pioneer of credit transactions in Europe and France. Through its credit business, the Tikehau Group offers structuring and implementation of a variety of financing deals, particularly in senior debt, stretched senior, unitranche financing and mezzanine debt, through Tikehau IM. The Group’s credit teams are involved in debt financing transactions (including senior debt, unitranche, mezzanine, etc.) as arranger or financer. This business line also includes securitization activities dedicated to collateralized loan obligations, a specialized product consisting of obligations backed by a portfolio of leveraged loans, as well as collateralized fund obligations, another specialized product consisting of obligations backed by a portfolio of private fund interests. As part of the credit business line, TSCM will act as collateral manager to issuers of CLOs. Each CLO invests substantially all of its assets in, and its securities are backed by, loans and other assets permitted to be held by the CLO under the applicable CLO Governing Documents (collectively, “CLO Assets”). In general, after its warehouse phase, a CLO is a pooled investment vehicle that has a tiered capital structure, issuing senior and mezzanine notes that are rated by one or more rating agencies (the “CLO Rated Notes”) and unrated subordinated notes or other economic equity interests (the “CLO Equity” and, together with the CLO Rated Notes, the “CLO Securities”). TCNA will act as collateral manager to issuers of CFOs. The CFOs invest substantially all of their assets in, and their securities are backed by, interests in private funds, and other assets permitted to be held by the CFOs under their applicable CFO Governing Documents (collectively, “CFO Assets”). Like a CLO, in general, after its warehouse phase, a CFO is a pooled investment vehicle that has a tiered capital structure, issuing senior and mezzanine notes that are rated by one or more rating agencies (the “CFO Rated Notes”) and unrated subordinated notes or other economic equity interests (the “CFO Equity” and, together with the CFO Rated Notes, the “CFO Securities”). The Group also offers advisory services for investments in already largely deployed private credit funds. As of December 31, 2025, total assets under management (“AUM”) in the Group’s credit funds amounted to €24.5 billion, representing approximately 46 % of the Group’s total AUM.
Real assets: The Group’s real asset investment activities focus on commercial property, seeking particularly sale and lease-back transactions in which the Group’s vehicles act as purchaser and involving reputable counterparties (sellers, and subsequent to the transaction, tenants) with a yield-generating potential as well as a potential capital gain on resale. The Group also focuses on infrastructure assets in four sectors: transportation, social infrastructure, environment and communications. As of December 31, 2025, AUM in the Group’s real assets activity amounted to €14.3 billion, representing approximately 27% of Group’s total AUM.
Private equity: As part of this activity, the Group invests in the equity capital (equity and hybrid instruments giving access to equity) of listed and unlisted companies. The Advisers provide advisory services to the Group with respect to its private equity investments in the U.S. As of December 31, 2025, the Group’s private equity activity had AUM amounting to €7.9 billion, representing approximately 15 % of the Group’s total AUM.
Capital market strategies: This business line consists of two activities (i) fixed income management and (ii) balanced and equities management and is carried out through socalled “open-ended funds,” that is, funds from which investors are permitted to withdraw at any time by requesting redemption of their units. As part of its debt management activity, the Group invests in bonds, including bonds issued by private companies (corporate bonds) and others, as well as investment grade securities (i.e., securities issued by companies with a high rating) or high-yield bonds. As part of its balanced and equities management business, the Group manages open-ended funds offering access to a flexible balanced management in the equity and credit markets. As of December 31, 2025, AUM in the Group’s liquid strategies totaled €6.2 billion, approximately 12 % of the Group’s total AUM.
As referenced above, the Advisers provide advisory and sub-advisory services with respect to the credit, real assets, private equity and capital markets strategies, including by acting as adviser or collateral manager to the Funds, CLOs and CFOs. As further discussed in Item 8, the Advisers conduct a private debt investments business with respect to funds through Tikehau Private Debt Secondaries, an investment platform that invests in already largely deployed private credit funds. The Advisers do not offer wrap fee programs. As of December 31, 2025, Tikehau managed AUM in the amount of $ 6.16 billion. Specifically, Tikehau managed AUM of $ 4.69 billion on a discretionary basis and AUM of $ 1.47 billion on a non-discretionary basis.
Item 5: Fees and compensation Fees
Management Fees. Generally, the Advisers receive or expect to receive annual management fees pursuant to advisory contracts and other agreements with Clients or their managers (“Management Fee(s)”). A Management Fee is usually based on a percentage of assets under management, capital commitments and drawn capital commitments, or another reference amount negotiated with each Client. The amount of the Management Fee varies depending on the reference amount and depends on other factors as agreed with each Client and as set forth in the relevant Governing Documents. Subject to the specifications outlined in the applicable investment management agreements, Management Fees are also charged in the form of fixed fees. Management fees for CLOs are generally divided into a senior management fee and a subordinated management fee. Such fees may be waived by the Advisers in their sole discretion. Carried Interest and Incentive Fees. Carried interest is a share of the net profits realized on investments (“Carried Interest”) that is paid by investors and certain co-investment vehicles to Tikehau as an incentive to maximize performance of the Funds. The amount and method for calculating Carried Interest for a given Fund is described in the Governing Documents of such Fund. Tikehau’s Carried Interest allocation is in addition to investments (if any) that Tikehau has made in a Fund. Where and as provided in their Governing Documents, co-investment vehicles also pay Carried Interest. Certain employees of the Advisers can indirectly participate in the Carried Interest payable to Tikehau. In addition, certain employees of the Advisers participate in the Carried Interest payable to the Funds’ general partners. When Tikehau is an investor in a Fund, it is not required to pay any Carried Interest. The Advisers have the authority to waive or reduce the Carried Interest with respect to any investor. The Advisers do not generally negotiate Carried Interest; however, the Advisers have offered scaled Carried Interest reductions to investors for early closing or large investment amounts in a Fund. Unless provided to the contrary in a CLO’s or CFO’s Governing Documents, TSCM is eligible to receive from each CLO an incentive management fee which is generally calculated as a percentage of returns in excess of an initial hurdle. This fee is analogous to a Carried Interest. For advisory services provided to Tikehau Capital and its subsidiaries, the Advisers are compensated on a cost-plus basis. Additional details on fees and compensation paid to the Advisers are set forth in each Client’s relevant Governing Documents, as applicable. Other Fees and Expenses. Generally, and subject to the terms of the applicable Governing Documents, each Client will bear organizational expenses, investment-related expenses, operational expenses and, if applicable, fees to the depository and paying agent (and any other relevant service provider) and to the central administration (including domiciliation and company secretary services). Organizational expenses include (where relevant): incorporation and filing fees; legal, accounting, regulatory, professional and consulting fees; research; printing costs and reasonable travel expenses (including without limitation airfare, meals, lodging and other transportation); marketing and other expenses.
Investment-related expenses include (where relevant): costs and expenses related to the acquisition, holding, development, management, and disposition of investments, whether or not any such transaction is successfully completed, including any related taxes; costs and expenses of financings and refinancing, whether or not any such transaction is successfully completed; and costs and expenses related to the investigation, research, or identification of, and due diligence evaluation with respect to, potential investments, whether or not any such transaction is approved or successfully completed. Where an investment relates to multiple Clients or co-investment vehicles, expenses will be allocated in the sole discretion of the Advisers (which allocation may not be pro rata). Operational expenses include: reasonable legal, accounting, regulatory and other expenses; routine administrative expenses, including, but not limited to, the cost of the preparation and distribution of the annual audit, periodic financial reports, tax returns, cash management expenses and insurance and legal expenses; if applicable, and specifically in connection with the operation of a fund, reasonable cost of the fees payable to consultants, lawyers and other professional advisers; applicable taxes; brokerage costs; fees, costs and expenses required to be paid in connection with any subscription facility or other type of borrowing arrangement, including the legal fees, costs and expenses of the lawyers for the lender(s), the fees, costs and expenses of the Client’s counsel, lender’s assumption or transfer fees and required reserves; and other fees, costs and expenses incurred in relation to the operation and administration, including the reimbursement of reasonable travel and administration expenses related to governance. The Advisers pay private placement costs or finders’ fees relating to capital raising of the Funds out of the Management Fees. Services to Portfolio Investments. As discussed in Item 10, the Advisers provide certain consulting and management services to portfolio investments by providing loaned personnel or directly employing staff at portfolio investments (“Portfolio Staff”). The Advisers pay some or all costs associated with the Portfolio Staff. The portfolio investments then reimburse the Advisers for these costs on a pass-through basis, without markup. Such reimbursement does not offset Management Fees. Generally, the provision of such services to such portfolio investments, including the economic terms and conditions thereof, are approved by the unrelated third-party members of the team (the “Consortium”), who invest in such portfolio investment alongside the Funds. In addition, the Advisers believe that the economic terms and conditions of such arrangements are no less favorable to such portfolio investments than the economic terms and conditions under which similarly qualified third parties would provide such services to such portfolio investments. If Portfolio Staff dedicate only part of their work time to a portfolio investment and part of their work time to the Advisers, the costs and expenses are allocated among the relevant entities on a basis that the Advisers determine in good faith to be fair and equitable. Additionally, from time to time, employees of the Advisers provide part-time or temporary technical assistance or construction and project management services, or similar services to portfolio investments. Any payments of up to $75,000 per annum (for Star America Infrastructure Fund II only, as adjusted for inflation) per portfolio investment received by the Advisers for such services will not offset Management Fees.
Except as noted above, all net cash fees paid by a prospective portfolio investment to the Advisers or its employees for services rendered with respect to the Funds’ investment or proposed investment in such company that exceed unreimbursed expenses (including unreimbursed unconsummated transaction expenses) during any calendar year will offset any transaction expenses advanced by Adviser or its employees and that are not generally reimbursed by the Funds (“Advanced Transaction Expenses”). Such net cash fees include:
directors’ fees,
origination fees,
commitment fees,
break-up fees,
consulting fees,
financing fees,
investment banking fees, and
monitoring fees.
Any remaining amounts not offset against Advanced Transaction Expenses will offset the Management Fee payable in subsequent years, except that the Management Fee in any year will not be reduced below zero. Cash fees will be deemed to be in an amount equal to the gross amount of those fees reduced by all applicable taxes. Investment banking, advisory service or other fees paid by a portfolio investment that are not directly related to the Funds’ investment in such portfolio investment will not offset the Management Fee. CLO or CFO Operating Expenses. In addition to the expenses described above, each CLO and CFO, subject to the CLO Governing Documents or CFO Governing Documents, will typically pay or otherwise bear all of the direct and indirect fees, costs, expenses and other liabilities or obligations resulting from or arising in connection with its operations (collectively, the “CLO or CFO Operating Expenses”). The CLO or CFO Operating Expenses of a particular CLO or CFO are set forth in its CLO or CFO Governing Documents and can include, without limitation, fees, costs, expenses and other liabilities related to, arising from or incurred in connection with the following:
legal advisers, consultants, rating agencies, accountants, placement agents (whether acting as initial note purchasers or otherwise), brokers and other professionals we, our affiliate(s) or the CLO or CFO retains or employs in connection with the CLO or CFO and/or the issuance of CLO Securities or CFO Securities;
asset pricing and asset rating services, independent review party services, appraisal services, hedging services, custodial, trustee, transfer agent and recordkeeping services, collateral management services, collateral administration services, compliance services;
any software, and accounting, programming and data entry services directly related to the CLO or CFO and/or the management of the CLO Assets or CFO Assets;
all taxes, regulatory and governmental charges and insurance premiums, insurance retention amounts or expenses;
the acquisition or disposition of investments on behalf of the CLO or CFO (whether or not actually consummated), including where such acquisitions or dispositions are effectuated through an affiliate;
the management of the CLO Assets or CFO Assets, including attorneys’ fees and disbursements and hedging fees and expenses;
preparing reports as required under the CLO Governing Documents or CFO Governing Documents or as requested;
reasonable travel expenses (including without limitation airfare, meals, lodging and other transportation) undertaken in connection with the performance of duties pursuant the CLO Governing Documents or CFO Governing Documents;
risk management assessments and analysis of such CLO Assets or CFO Assets;
expenses and costs in connection with any investor conferences;
any broker or brokers in consideration of brokerage services in connection with the sale or purchase of any CLO Assets or CFO Assets or of any subsidiary thereof or received in connection with any such CLO Assets or CFO Assets;
bookkeeping, accounting or recordkeeping and reporting services obtained or maintained with respect to the CLO or CFO;
software programs licensed from a third-party that are used in connection with servicing the CLO Assets or CFO Assets;
obtaining the market value of the CLO Assets or CFO Assets (including without limitation fees payable to any pricing service);
audit costs incurred in connection with any consolidation review;
any costs and expenses in connection with compliance with any applicable risk retention regime;
maintaining such CLO or CFO and any of its subsidiary entities, including fees, costs and expenses incurred in the organization and restructuring of such subsidiary entities;
insurance allocated to such CLO or CFO (including our group insurance policy, general partner’s, directors’ and officers’ liability or other similar insurance policies, errors and
omissions insurance, financial institution bond insurance and any other insurance for coverage of liabilities to any person that are incurred in connection with activities of such CLO or CFO, litigation expenses, (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation) and other extraordinary expenses (including fees, costs and expenses that are classified as extraordinary expenses under U.S. generally accepted accounting principles));
such CLO’s or CFO’s indemnification obligations (including any fees, costs and expenses incurred in connection with indemnifying covered persons consistent with the applicable CLO Governing Documents or CFO Governing Documents, and advancing fees, costs and expenses incurred by any such covered persons in defense or settlement of any claim subject to a right of indemnification under the applicable CLO or CFO Governing Documents);
any amendments, modifications, revisions, or restatements to the CLO Governing Documents or CFO Governing Documents;
the dissolution, winding up and termination of such CLO or CFO; and
any other fees, costs and expenses as set forth or reflected in the CLO Governing Documents or CFO Governing Documents.
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
Tikehau follows the Group’s methods of investment analysis. Based on these methods, Tikehau pursues the specific investment objectives and strategies of each advisory Client as set out in the investment management agreement or Governing Documents, as applicable. Tikehau’s approach leverages the Group’s business units in the evaluation and optimization of investments. As noted in Item 4 above, Tikehau is part of a global alternative asset management group that offers investment strategies with a focus on credit, real assets, private equity, and capital market strategies. Tikehau generally advises Clients regarding investments in private funds and risks associated with those strategies are discussed below. Investing in securities involves risk of loss that Clients and investors should be prepared to bear, INCLUDING THE RISK OF LOSS OF THE ENTIRE INVESTMENT. The following risks do not purport to be a complete list or explanation of all risks involved in an investment in a Tikehau Fund, CLO or CFO and prospective investors should consult the relevant Tikehau Fund’s, CLO’s or CFO’s Governing Documents, as well as their legal, tax and financial advisers, before making any investment decision. Investments in the Funds, CLOs or CFOs are only suitable for those persons who are able to bear the economic risk of the investment, understand the high degree of risk involved, believe that the investment is suitable based upon their investment objectives and financial needs, and have no need for liquidity of investment. There can be no assurance that a Client’s objectives will be achieved or that there will be any return of capital. Clients compete for investments with other parties. It is possible that competition for appropriate investment opportunities could increase, which might reduce the number of opportunities available and/or adversely affect the terms upon which such investments can be made and, accordingly, the returns to the Funds. The value of investments and the availability of investment opportunities for the Funds, CLOs, CFOs and other Clients are subject to significant risks arising from fluctuations in the financial markets. Market volatility, including sudden or prolonged declines in the value or liquidity of securities and other assets, can adversely affect the performance and valuation of portfolio investments. Instability or disruptions in the credit markets may limit the ability of companies to obtain financing or refinance existing obligations on favorable terms, or at all, which can negatively impact portfolio investments and the realization of investments. Periods of instability in the securities markets, as well as uncertainty in U.S. and global financial markets, may result in reduced investment opportunities, lower portfolio values, and increased difficulty in exiting investments or achieving targeted returns. Adverse market conditions may also delay or prevent the realization of investments, or result in realizations at values lower than anticipated. There can be no assurance that market conditions will be favorable for investment or realization activities at any time during the life of a Fund, CLO, CFO or other Client account. “Market Disruption Events” refer to significant events or circumstances that disrupt normal market functioning, including but not limited to war (whether declared or undeclared), acts of terrorism, climate change-related events, social unrest, geopolitical conflicts, infectious diseases and pandemics. Recent examples of such events include the COVID-19 pandemic, the Russian invasion of Ukraine, the IsraelHamas war, and recent escalations in Iran and the broader Middle East. These Market Disruption Events can result in extreme market volatility, reduced liquidity, disruptions to business operations, and adverse effects on the value and performance of investments. In addition, such events may lead to government interventions, sanctions, or restrictions that further impact markets
and investment activities. Insurance coverage for losses resulting from Market Disruption Events may be limited, unavailable, or subject to significant exclusions, making it difficult or impossible to recover losses through insurance. During Market Disruption Events, exposure to other risks described in this Brochure may be heightened. Investors should be aware that the occurrence of Market Disruption Events can materially and adversely affect the performance of the Funds, CLOs, CFOs and other Clients. Private Debt Investments The Advisers conduct the private debt investments business with respect to funds through Tikehau Private Debt Secondaries (“TPDS”), an investment platform that invests in already largely deployed private credit funds. TPDS invests across the credit spectrum and has flexibility to invest across the capital structure of its investee companies. These instruments include senior debt, stretched senior, unitranche debt, mezzanine debt or payment-in-kind debt as well as equity and shareholder’s loans. Instruments also consist of any debt acquired through secondary opportunities and any similar debt provided in the context of an investment in risk capital. TPDS invests across a broad spectrum of strategies primarily in the United States, but also including Europe and the rest of the world. The principal investment objective of the TPDS Funds are to achieve long-term capital appreciation and current income through a portfolio of direct and indirect credit investments with primary exposure to borrowers in North America and Europe, which will generally consist of both limited partner interests in established private funds, private and public business development companies and similar structures and accounts on the secondary market (“Underlying Funds”) primarily through sponsor-led transactions and other secondary transactions (“Secondary Investments”). TPDS’s strategy could also include primary investments in newly established Underlying Funds, as well as direct portfolio acquisitions, stapled primary funds and other market transactions, and other investments not prohibited under the terms of the relevant fund’s Governing Documents. TPDS seeks capital appreciation and a stable stream of income primarily through the purchase of (i) secondary limited partner interests in mature, high-quality private debt funds, (ii) direct portfolios of loans or participations, (iii) private and public equity and debt instruments issued by “business development companies” regulated under the Investment Company Act of 1940, as amended (“BDCs”), and (iv) financing structures to generate liquidity for, and/or finance the acquisition of, private credit-heavy portfolios of fund interests and other yield-generating investments. TPDS’s investment strategy relies on a bottom-up portfolio construction, by focusing on quality fund managers and portfolios, with a bias towards first lien assets, while opportunistically investing across the entire capital structure. The investment team generally seeks to identify the borrowers which have an individual competitive edge and which provide for strong financial metrics that meet Tikehau’s investment criteria. The investment team then conducts an in-depth due diligence analysis will be performed in consideration of the following: business description; market and competitive analysis; management team meetings and site visits; business model and projections; key risks and requirements; deal structure and returns analysis; exit analysis; detailed financial model; consideration of ESG matters; identification of any potential conflicts; and legal documentation. With respect to investment selection, the Advisers will consider the credit quality of the proposed borrower using a fundamental analysis, including the debtor’s strong and established business
franchises, strong cash flow generation, significant capital protection, robust and incentivized management teams. Investment in funds that make private debt investments involve certain risks relating to the funds’ structure and investment objective and policy which investors should evaluate before making a decision to invest. Those risks include, but are not limited to, the following and the additional risks set forth in the Governing Documents for TPDS. Nature of Investments in Underlying Funds. TPDS can invest in newly formed Underlying Funds and Underlying Funds which have a greater amount of drawable capital available for investment. In such circumstances, the funds will generally not be given the opportunity to take part in the Underlying Fund manager’s investment decision or conduct due diligence of new investments prior to its acquisition by the Underlying Fund. The management of the Underlying Funds in which a fund invests will be responsible for operating such Underlying Funds in their portfolio on a day-to-day basis and will generally have sole and absolute discretion in structuring, negotiating and purchasing, financing, monitoring and eventually divesting investments made by such Underlying Fund. Accordingly, a fund could be unable to take steps to protect against or mitigate the effects of the risks described herein. All investments involve the risk of loss of capital. Investment techniques that an Underlying Fund might employ, or become subject to, can substantially increase the impact of adverse market changes and/or other risks. There can be no assurances that an Underlying Fund will be able to accurately predict or effectively mitigate any risks. CLOs and CFO. The CLOs invest primarily in sub-investment grade credit in the form of broadly syndicated senior secured leveraged loans, as well as floating rate & fixed notes. The CFOs invest in securities of private funds which are managed by Tikehau, its affiliates, or third parties. Investing in a CLO or CFO involves risk of loss that an investor in a CLO or CFO should be prepared to bear. CLO Securities and CFO Securities are offered to investors pursuant to disclosure documents that contain detailed information about the risks of investing in the particular CLO or CFO, including, among others, the risks relating to the CLO Securities (or CFO Securities) and structure, as well as those relating to the underlying CLO Assets held by such CLO (or the CFO Assets held by such CFO). With respect to each CLO and CFO, the summary of investment risks in this Brochure is qualified in its entirety by that CLO’s or CFO’s Governing Documents and the related offering documents. Investors should carefully review the offering documents for a CLO or CFO before investing in such CLO or CFO and evaluate the information and risks disclosed therein with their legal, tax and accounting advisors. CFOs. The shares of a CFO represent an indirect, sometimes leveraged, investment in the private funds in which the CFO invests (“CFO Funds”). Investors in the CFOs will be relying on the manager of each CFO Fund to evaluate each CFO Fund and to manage the risks related to the CFO Funds, rather than the manager of the CFO. The CFOs may select CFO Funds only from among those that Tikehau or one of its affiliate structures, originates and offers to the Advisers. To the extent the Tikehau and its affiliates fail for any reason to originate CFO Funds that the Advisers deem appropriate for the CFOs, or Tikehau and its affiliates do not offer the CFOs the opportunity to invest in such CFO Funds, the Adviser will be unable to consummate the investments, and amounts held in short term investments during this period may achieve lower returns than would have been the case if such funds were invested in longer term investments. Historically, there has been significant variation from time to time in the levels of originations of CFO Funds of the types that would be appropriate CFO Funds, and there can be no assurances that potential CFO Funds
Item 7: Types of clients
Tikehau’s Clients include CLOs, CFOs, pooled investment vehicles and affiliated holding companies. TCNA currently also maintains advisory agreements with:
Tikehau Capital and Tikehau Capital UK Limited in which the latter have appointed TCNA to be an investment adviser relating to their proprietary investments in the United States and Canada on an ongoing basis;
Tikehau IM, the management company of several units of undertakings for collective investment in transferable securities (“UCITS”) funds, to manage their investments in United States and Canadian fixed-income securities on a discretionary basis as the delegate of Tikehau IM, subject to Tikehau IM’s oversight and control as set forth in a sub-advisory agreement; and
Investors in the Clients typically include the following types of investors:
Pension and profit-sharing plans;
Investment companies;
Trusts, estates, and charitable organizations; and
High-net worth individuals.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
The Advisers receive performance-based compensation (e.g., Carried Interest and incentive fees), Management Fees and other fees from Clients subject to Section 205(a)(1) of the Advisers Act. These fee arrangements comply with available exemptions thereunder, including the exemption set forth in Rule 205-3 under the Advisers Act. Performance-based compensation can create a conflict of interest for the Advisers, as there could be an incentive for the Advisers to: (i) value assets in a manner that increases its compensation and (ii) make investments that are riskier or more speculative than would be the case in the absence of performance-based compensation. In addition, if a Client pays a performance-based fee or allocation while other Clients do not, or if different Clients pay different levels of asset- or performance-based fees or allocations, or if the Advisers or personnel have different investment or other pecuniary interest in different Clients, there is a potential conflict of interest as the Advisers would have an incentive to allocate resources and potentially more favorable investments to those Clients in which the Adviser or its personnel have greater pecuniary interests. As discussed in Item 5, the Advisers charge Management Fees that could vary for each Client. Different Management Fees or fee rebates incentivize the Advisers to dedicate increased resources and allocate more profitable investment opportunities or better investment ideas to Clients who are charged Management Fees (or performance-based compensation arrangements) that are more profitable for the Advisers. Further, the Advisers are incentivized to allocate investment opportunities to Clients whose investors who either pay Carried Interest or a higher Carried Interest percentage to their general partners or to Clients whose current performance does not require them to reimburse investors for losses attributable to prior unprofitable investments before distributing Carried Interest to their general partners. Tikehau can, but will be under no obligation to, provide co-investment opportunities relating to investments made by a Fund to investors, Tikehau Group and/or third parties from time to time, including where the Advisers determine that the size, risk and/or other characteristics of an investment is either prohibited by the relevant Governing Documents or is not in such Fund’s best interest. The Advisers have sole discretion as to the amount (if any) of co-investment opportunities that will be made available and it is expected that many investors who express an interest in coinvestment opportunities will not be allocated any co-investment opportunities or will receive a smaller amount of co-investment opportunities than the amount requested. The Advisers will take into account various facts and circumstances deemed relevant in their discretion in allocating coinvestment opportunities, which could include such factors as: the nature of the transaction; speed of execution required; tax considerations; familiarity with and history of investing in the relevant asset; ability to provide strategic insights and/or capital; Tikehau Group’s past experience or relationship with the potential co-investor; whether a potential co-investor will help establish, recognize, strengthen and/or cultivate relationships that could provide longer-term benefits to a Fund or the Group; the expected amount of negotiations required in connection with such coinvestor’s commitment; and such other factors that the Advisers deem relevant under the circumstances.
Where deemed appropriate, Tikehau Group can form one or more investment vehicles to facilitate co-investment opportunities in transactions. Such investment vehicles can include, by way of example and without limitation, transaction-specific co-investment vehicles and/or one or more “overflow” funds formed to generally receive an allocation of investment opportunities to the extent that the Advisers determine that the amount of such investment opportunity exceeds the amount of the investment required to be made available to, or otherwise deemed appropriate for, a Fund and/or one or more Other Accounts (“Co-Investment Vehicles”). The establishment of CoInvestment Vehicles would likely result in fewer co-investment opportunities for investors who do not participate therein and allocations to Co-Investment Vehicles are likely to result in a Fund receiving a smaller allocation than it might otherwise have received in the related investments. Each co-investment opportunity will be completed on such terms and conditions that the Advisers and the investors participating therein agree, including with respect to the economic terms. The allocation of co-investment opportunities will, in many or all cases, involve a benefit to Tikehau Group including, without limitation, the opportunity to receive fees or Carried Interest from the co-investment opportunity and/or commitments to a Fund, any Co-Investment Vehicles and/or Other Accounts, which could differ as among co-investors and also could differ from the fees and/or Carried Interest borne by investors in the relevant Fund. Participation by an investor in a co-investment opportunity will be entirely the responsibility and investment decision of such investor. No investor will have a right to any co-investment opportunities, and the Advisers can offer any such opportunities in their sole discretion to one or more investors to the exclusion of all other investors or to a Co-Investment Vehicle, Tikehau Group, service providers and/or one or more third parties, in addition to or to the exclusion of, any investors. The Advisers could agree with one or more investors to more favorable rights with respect to co-investment opportunities, and to the extent any such arrangements are entered into, this is likely to result in fewer coinvestment opportunities being made available to other investors. It should also be noted that the Advisers can present co-investment opportunities to certain potential co-investors at any time and, with respect to any particular co-investment opportunity, at different times. Thus, one or more potential co-investors could have a longer period of time to evaluate a co-investment opportunity relative to other potential co-investors being offered the same opportunity. Transaction-specific returns, and an investor’s overall returns from its exposure to a Fund’s investments, can be affected significantly by the extent to which the Fund’s Adviser offers coinvestment opportunities. The performance of co-investments is not aggregated with that of a Fund, including for purposes of determining Carried Interest or Management Fees. In addition, co-investors generally will not share in broken deal expenses (all of which could be borne by the Funds, even if a portion of such investment would have been or was offered for co-investment). The Advisers offer co-investment opportunities in their sole discretion and should not be expected to offer co-investment opportunities with respect to all investments (or any particular investment) made by the Funds. There are no assurances that any such opportunities will be offered. The Advisers also typically have the authority under Clients’ Governing Documents to organize one or more parallel Funds for legal, regulatory, or tax reasons. The parallel Funds will invest on a pro rata basis in all main Fund transactions and will be managed in accordance with the provisions of the main Fund’s Governing Documents. As discussed in Item 10, the Advisers seek always to act in a manner that they believe to be in the best interests of each Client. To that end, the Advisers have established a variety of policies and other controls regarding, among other things, how the Advisers allocate investment opportunities
among Clients in a fair and equitable manner, including those seeking to manage the conflicts of interest identified above.
Item 10: Other financial industry activities and affiliations Conflicts of interest
The Advisers are subsidiaries of Tikehau Capital. Tikehau Capital is an asset management and investment company which was set up in Paris in 2004. Tikehau Capital directly and indirectly managed approximately €52.8 billion in AUM as of December 31, 2025, and had shareholders’ equity of approximately €3.1 billion as of December 31, 2025. The Group has expanded dynamically through its four business lines: credit, real assets, private equity investment and capital market strategies (fixed income management/balanced and equities management). The Group provides its investors with alternative investment opportunities targeting long-term value creation. As a global alternative asset manager with significant assets under management and a long history of owning and operating assets and businesses across various industries, sectors and geographies, the Group leverages its broad reach, expertise and relationships in managing its clients’ investment and asset management activities. The Group similarly leverages its relationship with the Advisers, their Clients and/or their portfolio investments to the extent practicable. These activities give rise to conflicts (and potential conflicts) of interest considerations as the Group (indirectly) benefits from them. However, Tikehau believes that these activities are in the best interest of its Clients. By deploying its shareholders’ equity to support the Group’s four investment strategies particularly through investments in the funds managed as part of its strategies, Tikehau Capital creates the conditions for an alignment of interests between the Group balance sheet and investments made by its client-investors. This approach is central to building a relationship of trust with its shareholders and investors. The Group is majority-owned by its management, alongside leading institutional partners, which ensures that an alignment of interests is instilled in its culture. Across all of its strategies, Tikehau Capital’s unique approach focuses primarily on fundamental analysis and highly selective investments. Tikehau Capital is organized as a Société en commandite par actions governed by French law and listed in compartment A of Euronext Paris. Founded in Paris, Tikehau Capital and its group of entities have expanded over recent years, and now have offices in London, Brussels, Germany, Hong Kong, Luxembourg, Milan, Amsterdam, Madrid, Montreal, Singapore, Seoul, Tel Aviv, Tokyo, Abu Dhabi Global Market, New York, and Zurich. In some cases, Tikehau Group and its subsidiaries, including Tikehau Capital, Tikehau IM or the Advisers have business arrangements with related persons or companies that are material to their advisory business or to a Fund. These business arrangements create the appearance of, potential for, or actual conflicts of interest between the Advisers and a Client of another member of the Group. Tikehau IM. Tikehau IM is authorized and supervised by the French supervisory authority, the Autorité des Marchés Financiers, acting as an alternative investment fund manager of several vehicles. Tikehau IM is also an investment adviser that files reports with the SEC as an exempt reporting adviser under the private fund exemption. TSCM. TCNA’s and TSCM’s investment activities give rise to certain conflicts of interest. Because TSCM is subject to the supervision and control of Tikehau, Tikehau has the right to be consulted and coordinate TSCM’s investment activities and/or decisions. TSCM maintains a dedicated investment committee which is expected to include at least one member that is also a member of the TPDS investment committee.
The investment strategies of the Funds advised by the Advisers and the entities in the Tikehau Group currently do not overlap, limiting the risk of conflicts. If those protocols conflict with the Governing Documents of a TCNA client, then the Governing Documents shall control. Participating Affiliates. In rendering investment management services to its Clients, TCNA uses the services of certain personnel of affiliated non-U.S. investment managers, including for portfolio management, research and trading services, pursuant to “participating affiliate” arrangements. Under such arrangements, each of the non-U.S. managers, Tikehau IM, Tikehau Capital Europe Limited and Tikehau Investment Management Asia Pte. Ltd. is a “participating affiliate” as that term is used in relief granted by the staff of the SEC allowing U.S. registered investment advisers to use investment management and trading resources of unregistered advisory affiliates subject to the supervision of the registered ” of TCNA as that term is defined in the Advisers Act for purposes of TCNA’s required sup erv ision. A participating affiliate may recommend to Clients, or invest on behalf of Clients in, securities that are the subject of recommendations to, or discretionary trading on behalf of, such Clients, but, for the avoidance of doubt, the participating affiliate is neither a representative nor an agent of TCNA and shall have no authority to bind TCNA in any way. Unlike TCNA, the participating affiliates are not registered as investment advisers with the S E C . In connection with its provision of services to TCNA, each participating affiliate has appointed TCNA as its agent for service of process, including for any investigation or administrative proceeding conducted by the SEC. Various subsidiaries of Tikehau Group might also have similar interests in a particular issuer, which will give rise to potential conflicts of interest. Broad and Wide-Ranging Activities. Tikehau Group engages in a broad spectrum of activities. In the ordinary course of their business activities, the Group is expected to engage in activities where its interests or the interests of its clients will conflict with the interests of investors in the Clients. Other present and future activities of the Group are expected to give rise to additional conflicts of interest. In the event that a conflict of interest arises, the Group and the Advisers will attempt to resolve such conflicts in a fair and equitable manner on a case-by-case basis. Any such discussions and resolutions will take into consideration the interests of the relevant parties and the circumstances giving rise to the conflict. Tikehau will typically have the power to resolve conflicts of interest, including by seeking the consent of the relevant LPAC for the impacted Fund, and such resolution will be binding on a Fund. Investors should be aware that conflicts will not necessarily be resolved in favor of a particular Client’s interests. These resolutions could include, by way of example and without limitation, refraining from investing in or disposing of the security giving rise to the conflict of interest, appointing an independent fiduciary or consulting the LPAC. Shared Services. In certain circumstances, in order to create efficiencies and optimize performance, one or more affiliates or related persons of the Advisers share operational, legal, financial, back-office, or other resources, including shared personnel and consultants. Any costs and expenses related to such shared resources will be allocated among the relevant entities on the basis that the Advisers deems fair and equitable. In addition, employees of the Advisers and their affiliates sometimes serve as managers, directors, and/or officers of certain portfolio investments, and in that capacity, are required to make decisions that consider the best interests of such portfolio investment and its shareholders, which may conflict with the best interests of the Clients invested in such portfolio investment. Other Accounts; Allocation of Investment Opportunities. Certain inherent conflicts of interest arise from the fact that Tikehau provides investment management services to several Clients and
the Group provides investment management services to the Other Accounts. The respective investment programs of the Clients and the Other Accounts will often be substantially similar. Tikehau is expected to give advice and recommend investments to one Client which differs from advice given to, or securities recommended or bought for, another Client, even though their investment objectives could be the same or similar. While Tikehau will seek to manage potential conflicts of interest in good faith, such transactions or advice could have consequences that are adverse to the interests of the Clients, for example and without limitation, adversely affecting the availability, price or other terms of investments. Investors should be aware that conflicts will not necessarily be resolved in favor of a particular Client’s interests. Tikehau generally will share appropriate investment opportunities (and sale opportunities) with each Client for which that opportunity is within its investment mandate and in general, this means that such opportunities will be allocated pro rata among the relevant Clients based on available capacity for such investment in each Client, taking into account capital commitments, available cash and the relative capital of the respective Clients and such other factors as Tikehau determines in good faith to be appropriate, subject to any priority arrangements set forth in the relevant Governing Documents. Nevertheless, such appropriate investment and/or sale opportunities could be allocated other than on a pro rata basis (i) based upon a Client’s priority with respect to certain investments and/or (ii) if Tikehau deems in good faith that a different allocation among the Clients is appropriate, taking into account, among other considerations (a) risk-return profile of the proposed investment, (b) the Clients’ objectives, whether such objectives are considered solely in light of the specific investment under consideration or in the context of the portfolio’s overall holdings, (c) the potential for the proposed investment to create an industry, sector, issuer or other similar imbalance in one or more Clients’ portfolios, (d) liquidity requirements (or cash position) of each Client, including during a ramping or wind-down period, (e) tax consequences, (f) regulatory restrictions, (g) the need to re-size risk in a Client’s portfolio, (h) redemption or withdrawal requests or defaults on contributions and anticipated future contributions, (i) proximity of a Client to the end of its specified term/commitment period, (j) when a pro rata allocation could result in de minimis or “odd lot” allocation, (k) availability of leverage and any requirements or other terms of any existing leverage facilities, (l) the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals dedicated to a Client, and (m) other considerations deemed relevant by Tikehau. As discussed in Item 6 above, in addition to Tikehau’s right to permit one or more strategic investors to invest in transactions in which a Client invests, Tikehau can in its sole and absolute discretion give certain persons, including Co-Investment Vehicles, an opportunity to co-invest in particular investments. The allocation of co-investment opportunities could involve a benefit to Tikehau, including, without limitation, management fees or incentive allocations from the coinvestment opportunity, capital contributions to a Fund and capital commitments to Other Accounts. There can be no assurances with respect to the amount of any investment opportunity that will be allocated to a Client, or that any particular Client will be allocated any particular opportunity. Allocation of Time and Personnel. The Advisers and their respective members, partners, officers and employees will devote as much of their time to the activities of Clients as they deem necessary and appropriate. Subject to the Governing Documents of the relevant Client, the Advisers and the Tikehau Group are not restricted from forming additional investment funds, CLOs or CFOs, from
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Code of Ethics Tikehau has adopted a code of ethics (“Code”) that applies to all supervised persons. Each of them must comply with the Code. Tikehau’s CCO administers and enforces the Code. The Code requires supervised persons to:
Comply with applicable federal and state securities laws;
Conduct themselves with integrity and act ethically in their dealings with the public, Clients and professional associates;
Fulfill their duty of loyalty by acting solely in Clients’ best interests;
Strive to provide long-term Client satisfaction;
Disclose any known conflict of interest;
Adhere to policies limiting the giving or receiving of gifts and business entertainment;
Adhere to policies limiting the giving of political contributions;
Adhere to policies regarding outside business activities;
Report any violation of the compliance manual to the CCO as soon as possible; and
Submit reports of securities beneficially owned by them and their related persons, and submit reports of securities transactions by them and their related persons, subject to certain permitted exceptions.
Investors or prospective investors who wish to receive a copy of the Code should contact the CCO, or the address on the cover page of this Brochure. General Standards of Business Conduct; Insider Trading The Code was developed to provide general ethical guidelines and specific instructions regarding the duties owed to Clients. All access persons must act with competence, dignity, integrity, and in an ethical manner, when dealing with Clients, the public, prospects, third-party service providers and fellow access persons. Access persons must use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, trading, promoting Tikehau’s services, and engaging in other professional activities. All access persons are expected to adhere to the highest standards with respect to any potential conflicts of interest with Clients. As a fiduciary, Tikehau must act in its Clients’ best interests. In addition, and in compliance with Section 204A of the Advisers Act, and Rule 204A1 thereunder, Tikehau has adopted written policies and procedures that are embodied in the Code.
Transactions Between Portfolios If a portfolio manager plans to carry out transactions between the portfolios under his management or between a portfolio under his management and the holdings/portfolios of an affiliated company, such transactions will be undertaken in compliance with the applicable regulations and relevant Governing Documents, including the rules under the Advisers Act applicable to cross trades, agency cross trades and principal transactions. As transactions between portfolios involve a high risk of conflicts of interest and should therefore be carried out only if they can be duly justified for the relevant portfolios, such transactions are subject to approval by the CCO, in order to:
Understand the interest of the transaction for the relevant funds; and
Confirm the appropriateness of the price at which the transaction will take place.
Item 12: Brokerage practices Conflicts of interest
Where applicable given the nature of the Advisers business activities, the Advisers seek to achieve best execution on behalf of Clients and to base broker-dealer selection not only on the transaction costs but also considering other criteria. These criteria include but are not limited to:
Execution capability;
Transaction charges such as spreads;
Financial responsibility and responsiveness;
Access to particular markets or instruments;
Overall costs of a transaction (i.e., net price paid or received) including mark-ups, markdowns, spreads commissions or other current transaction costs;
Reputation, financial strength, ability to maintain confidentiality and stability;
Quality of execution (including accurate and timely execution, settlement, clearance and dispute resolution);
Willingness to execute difficult transactions; and
Market intelligence regarding trading activity.
It should be noted the investments bought and sold on behalf of the CLOs typically trade at a bid/ask spread and without an explicit brokerage charge. While the CLOs do not pay commissions or other formal trading expenses of the sort associated with more traditional equity market transactions, the CLOs bear the implicit trading costs reflected in these spreads. The Advisers do not currently engage in soft dollar arrangements through which they receive research or services other than execution in exchange for commissions, however, the Advisers could do so if in accordance with Section 28(e) of the Securities Exchange Act of 1934. From time to time, the Advisers receive information from the banks or similar parties engaged to service portfolio investments; however, the receipt of this information is in the best interests of the Clients, and the Advisers believe that it does not create a conflict of interest. The Advisers at times aggregate the purchase or sales orders of securities for various client accounts, when the Advisers have determined that doing so is in the best interest of the participating client accounts. Considering the investment strategies of the Clients, the Advisers expect that aggregating orders will occur infrequently. Finally, the Advisers have no occasion to and do not engage in directed brokerage
Item 14: Client referrals and other compensation Conflicts of interest
The Advisers have the authority to engage one or more persons to act as a placement agent in connection with the offer and sale of Fund, CLO, CFO or CFO Fund interests to certain prospective investors. The Advisers and the placement agent will individually negotiate fees payable to a placement agent. Generally, and except as otherwise set forth in the relevant Governing Documents, the Advisers will ultimately bear all fees and out-of-pocket expenses of any such placement agent. Personnel of the Advisers solicit investors in investment vehicles managed by the Group as representatives of a third-party broker-dealer.
Item 9: Disciplinary information
Tikehau and its management personnel have no reportable disciplinary events.
Item 13: Review of accounts
The Advisers’ Clients generally invest in private, illiquid and long-term equity or debt instruments, and accordingly the Advisers’ review is not directed toward a short-term decision to dispose of securities. As such, the Advisers and their affiliates monitor most closely at the portfolio investment level that is, monitoring of the underlying issuers and generally maintaining ongoing oversight of a Client’s position in such portfolio investments. This often includes day-to-day monitoring of news; monthly or quarterly meetings with management; a seat for board observation; and other monitoring of actual versus expected performance. Each Client is, or is expected to be, monitored by the Advisers that are responsible for performance monitoring and reporting, financial risk management and all aspects of the Client such as corporate, legal, tax, accounting, financing, hedging and cash distribution. This team also monitors, or is expected to monitor, the due diligence process applicable to potential investments for a Client, transaction structuring, acquisition budgets and transaction documentation. A review might be triggered by material changes in key variables that could affect the performance of the portfolio investments, including, without limitation, changes in the financial markets, activity and trends in the political or economic environment. For CLOs and CFOs, reviews assess overall portfolio strategies, performance and compliance with investment guidelines in the relevant Client’s Governing Documents, including any investment restrictions and other tests, such as detailed coverage tests, portfolio profile tests, and/or collateral quality tests. Investors in the Funds typically receive, among other things, a copy of audited financial statements annually within 120 days (180 days in the case of funds of funds) from the closing of the financial year. In addition, certain Funds could electronically provide a quarterly unaudited financial report within ninety days of each quarter end. The UCITS Funds publish annually detailed audited reports on their activities and on the management of their assets. The reports include detailed descriptions of the assets of the UCITS Funds and reports from the auditors. The UCITS Funds also publish semi-annual unaudited reports, including a description of the investments underlying the portfolio of the UCITS Funds and the number of shares issued and redeemed since the last publication. The trustee of each CLO provides investors with monthly and quarterly written reports as described in the Governing Documents for each CLO. We will also furnish certain reports to the trustees of the CLOs, as required by the Governing Documents.
Item 15: Custody
The Advisers are deemed to have custody of certain Clients under Rule 206(4)-2 of the Advisers Act. For each such Client, each investor receives audited financial statements, prepared in accordance with U.S. GAAP, within 120 days of the end of each fiscal year or, for Clients that are funds of funds, within 180 days, Each Client has engaged a third-party bank to serve as trustee/custodian to maintain custody of the client assets in accordance with relevant Governing Documents. The Advisers do not have custody of any CLO’s funds or securities and therefore the CLO’s are not subject to an annual audit.
Item 16: Investment discretion
In accounts where the Advisers have investment discretion, they will make investment-related decisions without consultation of their Clients, which decisions involve determinations regarding which investments are bought and sold for the account and the total amount of investments to be bought or sold. The Advisers’ discretionary authority in making investment-related decisions is limited by all applicable account guidelines, investment objectives and trading restrictions, eligibility criteria and investment guidelines, policies and restrictions as agreed between the Advisers and the Client and/or its manager and as set forth in relevant Governing Documents. With respect to the Funds advised by Tikehau IM and sub-advised by the Advisers, Tikehau IM and the Advisers, as managers of the Funds, generally have discretionary authority from each relevant Fund. With respect to the Advisers’ recommendations on behalf of those Funds, the Advisers are guided by the Governing Documents of the relevant Fund, which mandate investment guidelines and restrictions imposed by the relevant Fund. While the Advisers have sole discretion to pursue any investments and strategies on behalf of a Client that are not prohibited by the applicable Governing Documents, and to modify the strategy from time to time in the future without the approval of or prior consultation with any other person, CLO or CFO Governing Documents typically place restrictions on the Advisers’ ability to buy and sell collateral obligations on behalf of the CLO or CFO. As a result of such restrictions, the Advisers could be unable to buy or sell investments on behalf of a CLO or CFO or to take other actions which they might otherwise consider in the best interests of such CLO or CFO or its investors.
Item 17: Voting client securities
The Advisers or affiliates of the Tikehau Group receive information regarding the voting of client securities and proxy voting proposals as well as amendments, consents or resolutions, as applicable to investments held in Client portfolios (collectively, “proxies”). The Advisers are generally, or will generally be, granted authority to vote and consent on such matters on behalf of Clients, and to the extent such authority is granted by a Client, the Advisers will exercise such authority in the best interest of the Client and in a manner consistent with its duties to Clients, subject at all times to such Client’s Governing Documents. The Advisers will accept authority to vote Client securities and have adopted procedures in compliance with Rule 206(4)-6. Clients can obtain a copy of proxy voting policies and procedures upon request. Generally, the strategy for the exercise of voting shall include but will not be limited to the following measures and procedures for: monitoring relevant corporate actions; ensuring that the exercise of voting rights is in accordance with the investment objectives and policy of a Client; and mitigating any conflicts of interest arising from the exercise of voting rights. If the Advisers become aware of a material conflict in connection with an upcoming vote for a Client, the Advisers, with the assistance of management, legal counsel, and certain other persons such as an outside proxy voting service or consultant, outside counsel and/or others deemed appropriate, will determine the direction in which Advisers should vote on the proposal. A Client’s best interests with respect to a proxy vote could diverge from the interests of another Client (e.g., if a CLO holds a differing interest than a Fund), co-investors, the Advisers and/or the Tikehau Group. This could result in the Advisers casting votes for one or more Clients that differ from votes cast for other Clients or entities, or the Advisers taking other steps to mitigate any conflicts that arise. In no event, however, will the Advisers be obligated to vote, or refrain from voting their own securities, securities held by other Clients or securities held by an affiliate or coinvestor in a manner that is inconsistent with the Advisers’ views as to the best interests of such holders, simply because another Client has a differing interest.
Item 18: Financial information
Tikehau does not require or solicit payment of fees of more than $1,200 per Client more than six months in advance of services rendered. Therefore, Tikehau is not required to include a financial statement. Tikehau is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual obligations. Tikehau has no additional financial circumstances to report. Tikehau has not been the subject of a bankruptcy petition at any time during the past ten years.
Subsidiaries and ownership
Parent company (GLEIF)
- Tikehau Capital 100%1
Subsidiaries (GLEIF)
Ownership links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); each one cites its LEI record.
Timeline
Sources
The numbers on this page point here. Each one links to the record it came from.
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