FSGA was formed in January 2013 for the purpose of providing investment advisory and
administrative services to a closed-end management investment company and other
investment funds. As of December 31, 2023, the Adviser managed approximately $2.08
billion in assets for its Clients, all of which it managed on a discretionary basis. The
principal owner of the Adviser is Franklin Square Holdings, L.P. (“FS”).
Effective as of June 30, 2023, FS, the parent company of FSGA, acquired 100% of
Portfolio Advisors, LLC (“PA”). FS is now the owner of PA. The resulting ownership
changes are reflected on PA’s Form ADV, Part 1, Schedules A and B (regarding direct
and indirect owners).
Effective March 1, 2024, certain funds and accounts previously managed by PA
transitioned to management by FSGA. The specific funds and accounts that transitioned
to FSGA are: 1) Portfolio Advisors Senior Credit Opportunity Fund, L.P. (“PA SCOF I”);
2) four (4) separately managed accounts (“SMAs”), as described more fully herein; and
3) FS Senior Credit Fund II and FS SCF II Feeder Fund, L.P., a newly formed private fund
and related feeder fund (together, “FS SCF II”) (all accounts together, the “Senior Credit
Funds and SMAs”).
In addition, certain employees and access persons of PA transitioned to employees of FS
and access persons of FSGA and certain, affiliated registered investment advisers.
Specifically, as of March 1, 2024, Dan Cohn-Sfetcu, Matthew Campbell and Muhammad
Hussain, Albertus Kruger and Brandon Cohen transitioned to FSGA, as portfolio
managers, reporting to Andrew Beckman, the senior portfolio manager of FSGA.
The Adviser currently provides, or may in the future provide, advice to various clients,
including investment companies, private investment funds, institutional investors or other
persons or entities (collectively such funds and accounts as the Adviser advises from time
to time, the “Clients”). The Adviser is responsible for identifying potential investments for
its Clients. The Adviser evaluates such investments and their appropriateness based on
the investment objectives and policies of its Clients, as adopted by the Clients’ boards of
trustees or other governing bodies. If the Adviser determines that certain investments
are appropriate, and the relevant investment committee unanimously approves such
investments, the Adviser will effectuate the investments on behalf of its respective Clients.
While brokerage commissions will not generally be implicated in determining the
appropriate level of commissions, the Adviser may consider the level of products,
research and services to be obtained.
The Adviser provides investment supervisory services to each of its Clients pursuant to
an investment advisory agreement. The Adviser monitors and continually services any
investments made. With respect to FSCO, using a security analysis methodology that
includes a combination of fundamental and cyclical analyses with consideration of, among
other things, a potential investment’s credit rating, if applicable, the Adviser determines
the securities that are appropriate for purchase, sale or retention by its Clients.
From time to time, the Adviser may enter into sub-advisory arrangements with registered
investment advisers (each, a “Sub-Adviser”) that possess skills that the Adviser believes
will aid it in achieving its Clients’ investment objectives. Any such Sub-Adviser may,
among other things, assist the Adviser in identifying investment opportunities and make
investment recommendations to the Adviser. The Adviser may serve as a Sub-Adviser
to other funds.
In the event that the Adviser acts as a lead loan syndicator, the Adviser will be entitled to
a fee for such role. At present, the Adviser does not act as a lead loan syndicator.
1. FSCO and Luxco
Until March 1, 2024, the Adviser had two clients, FS Credit Opportunities Fund (“FSCO”),
a non-diversified, closed-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”) and listed on the New
York Stock Exchange, and FS Global Credit Opportunities (Luxembourg) S.à r.l., a
wholly-owned subsidiary of the Company, through which the Company holds interests in
certain, non-controlled and non-affiliated portfolio companies (“Luxco”). The Adviser
may, subject to any limitations described in the investment advisory agreements between
the Adviser and each of the FSCO and Luxco, advise other Clients.
The Adviser’s investment committee with respect to FSCO and Luxco consists of three
individuals: Andrew Beckman, Nick Heilbut and Robert Hoffman.
The investment advisory agreements between the Adviser and each of FSCO and Luxco
provide for termination without penalty upon 60 days’ written notice, (i) by the vote of a
majority of the outstanding voting securities of FSCO or Luxco, as applicable, (ii) by the
vote of FSCO’s Board of Trustees or Luxco’s Board of Managers, as applicable, or (iii) by
the Adviser.
With respect to FSCO and Luxco, the Adviser focuses its business on the provision of
advice related to secured and unsecured floating rate and fixed rate loans, bonds and
other types of credit instruments. It may also offer advice to Clients on a broad range of
securities, including, but not limited to, equity securities, which may be exchange listed,
traded in the over-the-counter market or issued by foreign entities, warrants, derivatives,
structured products, commercial paper, certificates of deposit, convertible securities,
mutual fund shares, U.S. government securities, option contracts on securities and
interests in partnerships investing in real estate, oil and gas interests and commodities.
2. PA SCOF I
PA SCOF
I was formed as a Delaware limited partnership and a private fund in 2019, to
invest in direct senior credit, investing in 1st lien senior secured loans to support leveraged
buyouts, growth financing or recapitalization transactions in middle market companies.
PA managed the fund from formation until March 1, 2024, when PA’s investment advisory
agreement with PA SCOF I was assigned by PA to FSGA.
PA SCOF I intends to focus on senior debt investments (typically, first lien, “stretch senior”
and “unitranche”) generally made in conjunction with sponsored middle market
transactions (e.g., leveraged buyouts, recapitalizations, refinancings and acquisitions).
PA SCOF I targets investments with attractive current cash yields, while attempting to
limit principal risk. More generally, the Adviser believes that on a risk-adjusted basis,
middle market senior debt is an attractive asset class and can offer meaningful
advantages over other credit investment strategies. Middle market senior secured loans
generally offer investors the ability to generate attractive returns without an offsetting
reduction in credit quality. Senior secured loans typically offer more protection than other
forms of debt financing as they are first in line for repayment. Additionally, middle market
loans typically yield a premium to comparable large-cap loans due to lower overall
availability of capital, fewer market participants and a relative lack of liquidity.
In addition to its differentiated origination capabilities and its due diligence process, the
fund structure seeks to provide benefits to its limited partners, including: (i) investors
paying management fees based on invested capital rather than on committed capital; (ii)
a “European-style” carried interest waterfall, where carried interest is deferred pending
return of all invested capital and preferred return on realized investments; (iii) its relatively
short investment period and fund life; and (iv) the ability to use conservative leverage at
the fund asset level to increase returns.
PA has provided, and going forward, FSGA will provide investment management services
to PA SCOF I, including but not limited to, long-term strategic and short-term tactical
planning, sourcing and reviewing prospective investments and the principals created
therewith, negotiation of the terms and conditions of investments, monitoring performance
of investments and providing internal and external reporting regarding such investments.
The FSGA investment committee with respect to PA SCOF I consists of five individuals:
Andrew Beckman, Nick Heilbut, Dan Cohn-Sfetcu, Matthew Campbell and Muhammad
Hussain. Investment decisions made by the PA SCOF I investment committee are
required to be unanimously approved.
3. SMAs
FSGA manages various SMAs pursuant to the terms of the applicable Investment
Management Agreements (“IMAs”). Pursuant to the IMAs, PA has provided, and FSGA
will continue to provide non-discretionary advisory services to the SMA clients. Each SMA
Client has agreed to investment guidelines relating to senior debt investments and to the
allocation procedures described in each IMA. Each SMA client is required to consent to
investments proposed by FSGA and has the ability to decline any such proposed
investment. Each SMA Client has entered into a Limited Power of Attorney which permits
FSGA to “purchase, sell, manage, negotiate the terms of and invest in senior debt
investments (including any related collateral)” for the SMA Client’s account.
Pursuant to the IMAs, FSGA is generally responsible for: i) providing the Client with
information, analysis and investment committee recommendations with respect to each
proposed senior debt investment proposed; ii) facilitating external legal review of senior
debt investment opportunities; iii) monitoring the senior debt investments in the accounts;
iv) providing each Client with quarterly statements; and v) providing each Client with
reporting related to any defaults in the payment.
The FSGA investment committee for the SMAs consists of five (5) individuals: Andrew
Beckman, Nick Heilbut, Dan Cohn-Sfetcu, Matthew Campbell and Muhammad Hussain.
Investment decisions made by the FSGA investment committee are required to be
unanimous.
4. FS Senior Credit Fund II, L.P. and FS SCF Feeder Fund, L.P.
FS Senior Credit Fund II, L.P., formed as of February 14, 2024, is a Delaware limited
partnership which will be treated as a partnership for U.S. federal income tax purposes
for the benefit of certain U.S. investors and certain U.S. tax exempt investors. FS SCF
Feeder Fund, L.P., formed as of February 14, 2024, is a Delaware limited partnership
primarily for the benefit of non-U.S. investors and certain U.S. tax-exempt investors
(together with FS Senior Credit Fund II, L.P., the “SCF Fund II”). The investment objective
of the SCF Fund II is to seek attractive, risk adjusted returns with current income by
primarily making direct investments in U.S. middle market companies and specifically,
senior debt investments (typically, first lien, “stretch senior” and “unitranche”
investments). FSGA entered into an investment advisory agreement with the SCF Fund
II dated as of March 1, 2024.
The FSGA investment committee for FS Senior Credit Fund II, L.P. consists of five (5)
individuals: Andrew Beckman, Nick Heilbut, Dan Cohn-Sfetcu, Matthew Campbell and
Muhammad Hussain. Investment decisions made by the FSGA investment committee are
required to be unanimous.
With respect to any Client, this Brochure is qualified in its entirety by the fund offering
memorandum, prospectus, statement of additional information and/or similar disclosure
and governing documents.