Enclosed in this email is the quarterly investor letter for the Centerbridge Partners, L.P. fund in which you are invested.
The information included on this site, including any text, images, audio, video, data, tools, documents, attachments and other information, is strictly confidential and privileged work product and is available to you only for the limited purposes of inquiry and review in your capacity as an investor or potential investor in one or more of the Centerbridge Partners, L.P. (“Centerbridge”) sponsored investment fund(s) (each, a “Fund” and collectively, the “Funds”). The information is intended for individual use only and is protected by copyright owned by Centerbridge or its affiliates. You may view the content on this site individual records for the purposes described above, but (i) mass download of information from this site, (ii) altering information from this site, (iii) recording information from this site and/or (iv) distribution to any third party of any information from this site in any manner is strictly prohibited.
By registering, you agree that, unless otherwise already agreed in a separate writing executed by you and Centerbridge (including the applicable limited partnership agreement of the Fund if you are admitted as a limited partner in the Fund) and except as required by law or legal process, you will maintain the confidentiality of any information provided on this site (including information regarding any entity in which Centerbridge holds, or contemplates acquiring, any investments) in accordance with such procedures as you apply generally to information of this kind, and shall use such non-public information solely in connection with the evaluation and / or monitoring of an investment or prospective investment in a Fund or other similar collective investment vehicle and you agree in that regard not to trade in securities on the basis of any such information; provided, that the foregoing shall not limit your ability to provide access and / or furnish any such information to (i) your affiliates or advisors or (ii) examiners, auditors, inspectors, attorneys, or persons with similar responsibilities or duties of a nationally recognized industry self-regulatory association, federal or state regulatory body or federal, state or local taxation authority (each, an “Agent”); provided further, that you shall be liable to Centerbridge for any such affiliate’s, advisor’s or Agent’s failure to comply with the foregoing (unless you receive a written undertaking (such undertaking being enforceable by Centerbridge) from such affiliate, advisor or Agent to maintain the confidentiality of such information); provided further, that if information is required to be disclosed pursuant to law or legal process, you will provide Centerbridge with (i) a written opinion of counsel detailing the scope of the required disclosure and (ii) a reasonable opportunity to review the disclosure before it is made and to interpose its own objections to or seek to limit the disclosure.
By registering, you agree that you: (i) to the extent you have been provided with a webcast link, are the investor or prospective investor to which the webcast link you utilized to log in was assigned by Centerbridge or an authorized agent of such investor or prospective investor; (ii) are, or if you are acting as the authorized agent for the investor or prospective investor, the investor or prospective investor is, both, (a) a “qualified purchaser” within the meaning of the U.S. Investment Company Act of 1940, as amended, and (b) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended, and otherwise qualify for analogous “private placement” exemptions under applicable foreign law; (iii) have reviewed and agree to abide by, and have abided by, each of the terms set forth herein; and (iv) understand that you are solely responsible for the proper use and safekeeping of your password and any consequences that result from the unauthorized use of your password.
Current performance may be lower or higher than any performance data presented. You should bear in mind that past performance is not necessarily indicative of future results. There can be no assurance that any Centerbridge Fund or portfolio company described herein will achieve comparable results or that any Centerbridge Fund or portfolio company will be able to implement its investment strategy and investment approach or achieve its investment objective or the potential outcomes which may be described on this site within the timeframes contemplated or at all.
The information presented in or referred to on this site is summary in nature and does not purport to include a complete description of the companies named herein, of the portfolio of any Fund or the risks associated with the investments described herein or an investment in any Fund.
The selected examples and case studies presented in or referred to on this site may not be representative of all transactions of a given type or of investments generally, and are merely intended to be illustrative of some of the types of investment techniques or transaction types that may be made or used by a Fund employing the investment strategies discussed herein. Prospective investors and investors also should note that the selected examples, case studies and / or transaction summaries presented in or referred to in this site may not have involved all of the Centerbridge professionals who will be involved with the management and operations of any given Fund and involved other Centerbridge personnel who will not be involved in the activities of such Fund. In addition, certain selected examples and case studies may not be investments made in recent investment cycles. There can be no assurance that a Fund will be able to obtain comparable returns, be able to implement its investment strategy, achieve its investment objective or avoid substantial losses.
Statements contained herein that are not historical facts are based on current expectations, estimates, projections, opinions, and / or beliefs of Centerbridge. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Prospective investors and investors should not rely on these statements as if they were fact. Moreover, certain information contained herein constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “seek,” “should,” “could,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” “plan” or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Such information is inherently less reliable. Due to various risks and uncertainties, actual events or results or the actual performance of any Fund may differ materially from those reflected or contemplated in such forward-looking statements, which may arise from a variety of factors, including general economic conditions, as well as factors specific to each of the investments discussed on this site, including factors identified in any registration statements and reports filed by the companies with the U.S. Securities and Exchange Commission (the “SEC”) or other regulatory bodies. As a result, such forward-looking statements should not be relied upon such forward-looking statements in making any investment decisions. No representation or warranty is made as to future performance or such forward-looking statements. None of the information contained herein has been filed with the SEC, any securities administrator under any securities laws of any U.S. or non-U.S. jurisdiction or any other U.S. or non-U.S. governmental or self-regulatory authority. No such governmental or self-regulatory authority will pass on the merits of an investment in any Centerbridge Fund or the adequacy of the information contained herein. Any representation to the contrary is unlawful.
In preparing the information presented, including the estimates and other forward-looking statements provided on this site, Centerbridge has relied without independent verification on certain information prepared or provided by third parties and has made various assumptions. Further information regarding the assumptions underlying any such estimates and forward-looking statements is available upon request. The timing and outcome of any investment made by any Fund is uncertain; actual results will differ and such differences could be material.
Any opinions, advice, statements, services, offers or other information or content expressed or made available by third parties are those of such third party and do not necessarily state or reflect those of Centerbridge.
Certain economic, market and other information contained herein (including forward-looking statements and information) has been obtained from published and non-published sources and / or prepared by other parties and in certain cases has not been independently verified or updated through the date hereof. While such sources are believed to be reliable for the purpose used herein, none of Centerbridge or any of its respective directors, officers, employees, partners, members, shareholders or their affiliates or any other person assumes any responsibility for the accuracy or completeness of such information. Such information may not be updated through the date hereof and none of Centerbridge nor any of its respective directors, officers, employees, partners, members, shareholders or their affiliates or any other person shall have any obligation to update or otherwise revise such information or any other information contained herein. Additional source information is available upon request.
Information on this site is provided to you upon your request and on a confidential basis for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase interests in any Fund. Any such offer or solicitation is made only pursuant to such Fund’s Confidential Private Placement Memorandum (as amended, supplemented and/or restated from time to time, the “Memorandum”), which describes the significant risks and other important information related to an investment in a Fund, qualifies in its entirety the information contained on this site and should be read carefully prior to subscribing for interests in such Fund for a description of the merits and risks of an investment therein. Any decision to invest in a Fund should be made after reviewing the Memorandum together with Centerbridge’s Form ADV Part 2A (CRD #157359), which is available on this site and on the SEC’s website (http://www.adviserinfo.sec.gov/), conducting such investigations as you deem necessary and consulting your own advisors in order to make an independent decision with respect to the legal, tax, regulatory, financial, accounting and other similar consequences and suitability of an investment in the Funds. None of the Funds nor any of their respective affiliates make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein and nothing contained herein should be relied upon and must not be taken as solely as the basis for any investment decision or as a promise or representation as to past or future performance of a Fund or any other entity. An investment in a Fund entails a high degree of risk. Unless otherwise indicated, any information contained on this site is as of the date indicated therein, if applicable. The posting of any information on this site does not imply that the information contained therein is correct as of any time subsequent to the date of such information. By accessing information on this site, you acknowledge and agree to promptly return to Centerbridge any information that you or your affiliates or advisors have downloaded or printed upon request by Centerbridge. Centerbridge reserves the right to terminate at any time and without notice any user’s access to this site. Potential investors should not construe the information on this site as financial or other advice, and each potential investor should consult with its advisors with respect to any issues concerning an investment in the Fund.
Centerbridge is a registered investment adviser with the SEC. However, interests in the Funds have not been registered with the SEC or any other regulatory authority in any other jurisdiction, nor is such registration contemplated. There may be legal requirements in various countries and jurisdictions which may restrict a user’s access to this site. Persons who obtain access to this site should inform themselves about and observe any restrictions imposed in the jurisdiction in which this site is accessed.
YOUR CONTINUED USE OF THIS SITE FOLLOWING THE POSTING OF ANY CHANGES TO THE TERMS CONTAINED HEREIN CONSTITUTES ACCEPTANCE OF SUCH NEW OR MODIFIED TERMS.
Notice for Consultants and Advisors:
If you are an advisor or consultant who provides investment advice, sourcing or other similar consulting services to one or more clients, you may not disclose in any way information from this site or provide access to such information or this site, except to persons who are your clients (and not any prospective clients of yours) and in the case of each client: (i) who you have first ascertained is qualified to invest in the Fund (i.e., is a “qualified purchaser” within the meaning of the U.S. Investment Company Act of 1940, as amended, and an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended, (ii) with whom you have first entered into a written agreement directly with Centerbridge or with you (under which Centerbridge will become a third party beneficiary) to protect the information presented on this site on a basis at least as strict as set forth or incorporated herein and (iii) whose identity has been disclosed in writing to Centerbridge prior to receipt of any information presented herein (a “Permitted Offeree”). Moreover, you may use such information solely in connection with advising Permitted Offerees in connection with assisting such persons in their evaluation of an investment or prospective investment in the Fund.
Notice for Prospective Investors Resident in or with Registered Office in the EEA
Prospective investors resident in the European Economic Area (“EEA”) should be aware that neither Centerbridge nor any of its affiliates has registered with any EEA regulatory authorities to market the Funds anywhere within the EEA. Consequently, Centerbridge is not subject to the Alternative Investment Fund Managers Directive (“AIFM Directive”).
You have been provided access to this site because you, on your own initiative, requested information from Centerbridge about Centerbridge and the Funds, and this has been determined by us to be your reverse solicitation, meaning that where you have requested access to this site at your initiative we may provide the materials provided on this site to you outside the scope of the AIFM Directive requirements applicable in your EEA jurisdiction. By clicking on “agree” and, if applicable, continuing to enter into discussions with us you are acknowledging that you have requested this information. Please note also that you will be required to represent in your subscription documents, should you elect to invest in the Funds, that you requested all marketing materials at your own initiative and that Centerbridge has not marketed to you other than at your own request.
The information provided on this site may include information about certain Funds in which you are not currently invested, in which you may not be eligible to invest and / or about which you may not have requested information. Such information is being provided for your due diligence purposes with respect to the Fund in which you are contemplating and / or hold an investment and Centerbridge (and, in certain instances, such information may include the rights of investors in other Centerbridge Funds that generally invest alongside the Fund in which you are contemplating and / or hold an investment).
You acknowledge and agree that due to the unique nature of the information contained on this site, any breach of the terms of this site agreement would result in irreparable harm to Centerbridge for which there is no adequate remedy at law, and therefore, that upon any such breach or any threat thereof, Centerbridge shall be entitled to seek injunctive or equitable relief, in addition to damages and any other the remedies available to it at law, without the requirement of posting a bond, as may be deemed proper by a court of competent jurisdiction.
This site agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of law provisions thereof, and both parties consent to jurisdiction by the state and federal courts sitting in the County of New York in the State of New York. The parties hereto waive the right to a jury trial with respect to any cause of action arising under this site agreement.
Last Revised: April 2020