EFTA01389948.pdf

GLDUS132 EverWatch Financial GP-led transactions can present an attractive risk-reward profile Glendower Capital has been active since 2007 in this space GP-Led transactions have significantly evolved over the last 5 years - Deals in the early days were often associated with (quasi) zombie GPs and were not always crafted in the best interest of existing LPs - Today, quality managers are proactively providing liquidity options to their LPs, often with an advisor retained to validate the process GP-led opportunities can present a number of advantages over a traditional acquisition of a LP interest - An accretive and complementary strategy to the mainstream secondary dealflow - Glendower has developed an extensive track records over 15 transactions with gross c.1.6x MOIC / 22% Gross IRR2 - In-depth due diligence on GPs and their teams - In-depth due diligence on concentrated portfolios, including onsite meetings with underlying companies' management teams - Bespoke design of a new fund and its terms to provide full re-alignment of interests between the GP and Glendower: Budgeted fees, significant GP co-investment, and ratcheted carried interest structure - Incentivisation / protection of specific individuals within the GP that are key to generate value in the existing portfolio Negative governance rights, including veto rights on add-on investments, recapitalizations, etc. - Limited to no use of leverage / deferred structures - underwriting returns based on attractive entry price and portfolio value creation l) As ct Sept;entv "S). . 2017. Performance figures have bgen cricuWed based on It* rasaudifed performance results and should be read and revievied in tors:Acton wkh the -important Infcgrnatsan" and 'Wiles to the Investment Performance' sections of this presentation, 'I he 'Notes to Investment Performance section in particular includes. among other things. a description of the terms used In the tables above and sets forth irrqx>rtard guidelirgs and limaatiors este the nerfonnarge described show Past performance nc* a irsediebon of the filtrol Mr[04rerattb. (2) Please refer to the overall transaction summaries for SOF, SOF 0, SOF II and SOF III on pages 43. 45 and 47. Glendower STRICTLY CONFIDENTIAL Capital CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094316 CONFIDENTIAL SDNY_GM_00240500 EFTA01389948