ES June 2010

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S&P 500 Nasdaq Russell 2000

Month BDC Fund II* Dow Jones


TR Comp (DRI)

January - 2010 -0.75% -3.60% -5.37% -3.46% -3.68%

February - 2010 9.15% 3.10% 4.23% 2.56% 4.50%

March -2010 8.07% 6.03% 7.14% 5.15% 8.14%

April – 2010 4.66% 1.58% 2.64% 1.40% 5.66%

May – 2010 -19.28% -7.99% -8.29% -7.92% -7.59%

Year to Date -1.10% -1.5% -0.53% -2.79% 6.29%

Inception to 3.22% 4.45% 6.34% 4.37% 10.40%


Date

*Performance shown is net of all fees & expenses including management & performance fees. Past
performance is not necessarily indicative of future performance. This material does not constitute an offer to
sell (nor the solicitation of an offer to buy) interests in BDC Fund II, LP (the “Fund”). Offering is made by
Private Placement Memorandum from a Principal only.

THE GENERAL PARTNER OF BDC FUND II, LP

The general partner of BDC Fund II, LP (the “Partnership”) is Southland Capital Management, LLC (the “General Partner” or
“SCM”), a limited liability company. The General Partner is registered as an investment adviser in the State of California and
has discretionary trading authority. Nicholas Marshi is the Chief Investment Officer; William Hansen is the Chief Marketing
Officer.

Prime Broker: MS Howells & Co.


Custodian: Goldman Sachs Execution & Clearing, LLC
Administrator: PartnersAdmin, LLC – Monthly statements.
Auditor: Rothstein Kass & Partners P.C. – Annual Audit.
Legal Counsel: The Securities Law Group, LLC
Web Site: www.southlandcapitalmanagement.com
BDC Blog: http://www.bdcreporter.com
AUM, USD: $ 4.6 million
Strategy AUM: $15.4 million

STRATEGY DESCRIPTION

To achieve a stream of high current income (currently in excess of 25% per annum, net of all fees and expenses, and
exclusive of any capital gains) by investing in a modestly leveraged portfolio of Business Development Companies (“BDCs”)
stocks. BDCs pay out regular dividends with an average yield above 11% per annum. The Partnership is financed one third by
the investor’s equity capital and two-thirds by leverage provided by Goldman Sachs. The Partnership is generating a stable
stream of current income, which can be paid out to the Limited Partner monthly or retained in the Partnership.

BACKGROUND

BDCs are publicly registered, closed-end investment companies with shares that trade on an U.S. stock exchange. A BDC is a
unique kind of investment company, which focuses on investing in or lending to private companies. BDCs are required by
regulation to use only modest amounts of indebtedness. Debt is limited to less than 100% of equity. Moreover, a BDC is
legally required to distribute at least ninety percent of its taxable ordinary income, monthly or quarterly, creating a steady
source of regular dividend income for shareholders.

INVESTMENT CONSIDERATIONS
Southland Capital Management, LLC 1221 Ocean Ave., Ste. 208, Santa Monica, CA 90401 T: 310.395.8174 F:
310.394.5658
• SCM’s principals have over 25 years of combined experience in private equity, and 6 years
experience investing in BDCs with their own capital. The partners of SCM have been participants
in the private equity industry that BDCs invest in, since the early 1980’s. Both of the principals have
direct experience as lenders, investment bankers and principals in private companies, and have been
involved in both expansions and recessions. Mr. Marshi, who serves as the Chief Investment Officer,
was previously with Citibank, Kleinwort Benson and founded and managed two private equity firms.
For the Partnership, Mr. Marshi has developed a proprietary database on all the significant participants
in the BDC industry, including company profiles, dividend and earnings histories, and internally
generated stock research reports. Furthermore, Mr. Marshi has created a unique rating system to
determine which BDC companies are most likely to increase or maintain their dividend over the long
term.

• BDC stocks are still trading at substantial discounts to Realizable Value. The General Partner
believes the BDC market is currently under-valued two years into the “credit crunch” of 2008.
Notwithstanding a market-wide run-up in stock prices since March 2009, we believe virtually all the
BDCs are trading at a discount of 20-30% to their Realizable Value, which is the price they will trade at
once the economy fully revives.

• BDC Distributions Are Stable During Economic Expansions. Notwithstanding the dividend cuts
experienced by some BDCs during the recent recession, historically BDC distributions have been very
stable. During the five-year period prior to the downturn (2003-2007) none of the 21 BDCs we track
reduced their dividend from one year to the next, or even from one quarter to the next.

• Dividend Yields Are On The Upswing. We have been tracking the dividend paying history of
virtually all the public BDCs. We calculate that dividend payouts stabilized in the second quarter of
2009, and have begun to gradually l increase in subsequent quarters. The General Partner expects
dividends to continue increasing through 2010, which will boost yields further.

• Modest use of leverage from Goldman Sachs amplifies returns. To boost returns, the
Partnership borrows two times its capital and takes advantage of the arbitrage between the high yields
on investments and the low cost of borrowing (currently under 1.25% per annum) from Goldman
Sachs. With the use of leverage, the projected annual return from dividend income alone is around
25% per annum, exclusive of any prospective capital gains. When stock price appreciation of just 5%
per annum is assumed, an investor could achieve an all-in annual return of over 30%, after all fees.

• The Partnership’s portfolio is highly liquid. All the Partnership’s investments are in public equity
securities traded on a major U.S. exchange, which can be independently valued on a daily basis, and
which can be liquidated on short notice. The Partnership will not own more than 5% of any BDC, and
will not invest in any thinly traded stock.

• The Partnership’s portfolio is diversified. Although the number of BDC companies is relatively
limited, the universe of stocks that meet the Partnership’s criteria for liquidity, risk profile and
minimum return is sufficient to ensure a reasonable amount of portfolio diversification. Moreover,
BDCs invest in every sector of the U.S. economy. The Partnership’s twenty BDC investments have
loans and equity investments in nearly 1,000 different portfolio companies.

• No Lock-Up Period on Capital. Any Limited Partner may withdraw all or some of their capital or
income at the end of any month, subject only to a minimum investment amount.

• The Partnership’s financial management is fully transparent. PartnersAdmin, a respected third


party fund administrator, provides monthly financial statements for every Limited Partner. Rothstein
Kass & Partners P.C., a leading hedge fund accounting firm, undertakes a full audit of the Partnership,
which is circulated to the Limited Partners annually. Moreover, every Limited Partner will have access
to SCM’s internal website for daily updates.

• Goldman Sachs serves as independent custodian for all investments. The General Partner has
retained M.S. Howells & Co. to serve as the Partnership’s prime broker. The Prime Broker clears
through Goldman Sachs Execution & Clearing, LLC, which acts as the Partnership’s custodian.

Southland Capital Management, LLC 1221 Ocean Ave., Ste. 208, Santa Monica, CA 90401 T: 310.395.8174 F:
310.394.5658
• SCM’s principals’ interests are aligned with the Limited Partners. SCM’s principals have
invested their own capital in the Partnership from inception, and have committed to retain the
investment for the life of the Partnership.

THE OFFERING/MINIMUM INVESTMENT

The Partnership is offering its limited partnership interests (“Interests”) to a limited number of qualified subscribers–generally
individuals with a net worth of at least $1.5 million and entities with assets of at least $5 million. The minimum initial investment
is $500,000. The General Partner may, in its discretion, waive or change the investment minimum. There is no minimum or
maximum amount of Interests to be sold. Limited Partners are admitted on the first day of each month in the General Partner’s
discretion. Full payment for Interests must be made at the time of subscription.

“This Presentation is not an offer to sell or a solicitation of an offer to buy an interest in BDC Fund II, LP (the “Partnership”).
This presentation is intended merely to determine expressions of interest in the Partnership. Any offer or solicitation may
only be made after delivery of the Partnership’s Confidential Offering Memorandum. This presentation does not include
certain information that should be considered relevant to any future investment in the Partnership, including, but not limited
to, significant risk factors and complex tax considerations”.

Southland Capital Management, LLC 1221 Ocean Ave., Ste. 208, Santa Monica, CA 90401 T: 310.395.8174 F:
310.394.5658

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