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Month BDC Fund II* S&P 500 TR Nasdaq Comp Dow Jones Russell 2000 (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 Date 3.22% 4.45% 6.34% 4.37% 10.40%

*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 investorʼs 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

• 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

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

• 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 Partnerʼs
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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