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Certain Risk Factors
There are significant risk factors associated with an investment in Kennedy Lewis Capital Company (“KLCC” or the “Fund”). An investment in KLCC will involve a high degree of risk due to, among other things, the nature of KLCC’s investments and actual and potential conflicts of interest. There can be no assurance that KLCC will be able to implement its strategy, achieve its investment objectives, find investments that fit its criteria or avoid substantial losses. Investors should have the financial ability and willingness to accept the risks (including, among other things, the risk of loss of investment and the lack of liquidity) characteristic of investments in entities such as KLCC. Prospective investors should be aware of the additional risk factors that may affect an investment in KLCC. These risk factors include (but are not limited to) the following, each of which is described in more detail in KLCC’s prospectus which should be reviewed carefully prior to making an investment in KLCC. Investing in KLCC’s Common Shares involves a high degree of risk. Also consider the following:
Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Company.
Investors may not have access to the money they invest for an extended period of time.
We do not intend to list our shares on any securities exchange, and we do not expect a secondary market in our shares to develop prior to any listing.
You should not expect to be able to sell your Common Shares, regardless of how we perform. Because you may not be able to sell your shares, you will be unable to reduce your exposure on any market downturn.
We have implemented a share repurchase program, but only a limited number of shares will be eligible for repurchase and repurchases will be subject to available liquidity and other significant restrictions.
An investment in our Common Shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program” in the prospectus.
You will bear substantial fees and expenses in connection with your investment. See “Fees and Expenses” in the prospectus.
Our Common Shares are not currently listed on an exchange and given that we have no current intention of pursuing any such listing, it is unlikely that a secondary trading market will develop for our Common Shares. The purchase of our Common Shares is intended to be a long-term investment.
Distributions are not guaranteed, and if made, may be funded from sources other than cash flow from operations, including the sale of assets, borrowings, return of capital or offering proceeds. Although we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources.
A return of capital (1) is a return of the original amount invested, (2) does not constitute earnings or profits and (3) will have the effect of reducing the basis such that when a shareholder sells its shares the sale may be subject to taxes even if the shares are sold for less than the original purchase price.
Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the Advisor or its affiliates, that may be subject to reimbursement to the Advisor or its affiliates. The repayment of any amounts owed to our affiliates will reduce future distributions to which investors would otherwise be entitled.
We are subject to financial market risks such as general market slowdowns or recessions, which may make us unable to repay our debt investments during these periods. Changes in interest rates can also occur in financial markets. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to the variable rate investments we may hold and to declines in the value of any fixed rate investments we may hold. A rise in interest rates would also be expected to lead to higher cost on our floating rate borrowings.
We use and expect to continue to use leverage, which will magnify the potential for loss on amounts invested in us. See in the prospectus “Risk Factors - The Company Borrows Money, Which Magnifies the Potential for Gain or Loss on Amounts and May Increase the Risk of Investing With Us.”
We intend to invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
We have limited prior operating history and there is no assurance that we will achieve our investment objectives;
Potential conflicts related to obligations Kennedy Lewis Capital Holdings LLC (the “Investment Advisor”), the Investment Advisor’s Investment Committee, and the Investment Advisor’s affiliates have to other clients and conflicts related to fees and expenses of such other clients. The Investment Advisor is registered as an investment adviser with the U.S. Securities and Exchange Commission;
KLCC’s ability to enter into transactions with its affiliates may be restricted;
KLCC’s business prospects and the prospects of its portfolio companies;
Risk associated with possible disruptions in KLCC’s operations or the economy generally;
General economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union, Russia and China;
KLCC’s contractual arrangements and relationships with third parties;
The use of borrowed money to finance a portion of KLCC’s investments;
The adequacy of KLCC’s financing sources and working capital;
The timing of cash flows, if any, from the operations of KLCC’s portfolio companies;
The ability of the Investment Advisor to locate suitable investments for the Company and to monitor and administer its investments;
The ability of the Investment Advisor and its affiliates to attract and retain highly talented professionals;
KLCC’s ability to qualify and maintain qualification as a BDC and as a regulated investment company (“RIC”);
The effect of changes in tax laws and regulations and interpretations thereof; and
KLCC’s shares are illiquid and KLCC’s ability to effect a liquidity event will depend on market conditions.
You may pay a sales load of up to 3.50% and offering expenses of up to 0.04% on the amounts you invest. If you pay the maximum aggregate 3.54% for sales loads and offering expenses, you must experience a total return on your net investment of 3.67% in order to recover these expenses.
There are restrictions on shareholders.
There is a risk that investors may not receive distributions.
Disclosures & Disclaimers
This sales and advertising literature is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the prospectus which can be found at www.kennedylewiscapitalcompany.com. This literature must be read in conjunction with the prospectus in order to fully understand all of the implications and risks of the offering of securities to which the prospectus relates. A copy of the prospectus must be made available to you in connection with any offering. No offering is made except by a prospectus filed with the Department of Law of the State of New York. Neither the Securities and Exchange Commission, the Attorney-General of the State of New York nor any other state securities regulator has approved or disapproved of our securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
For use with eligible investors only.
Please read this information carefully. Speak with your relationship manager if you have any questions.
Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any resales material to the contrary is unlawful.
This sales material must be read in conjunction with the prospectus in order to fully understand all the implications and risks of an investment in the Fund. This sales material is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the prospectus. Prior to making an investment, investors should read the prospectus, including the “Risk Factors” section therein, which contain the risks and uncertainties that we believe are material to our business, operating results.
Securities are offered through Realta Equities, Inc., Member FINRA/SIPC. Realta Equities, Inc. and Kennedy Lewis Capital Corp are not affiliated.
Forward Looking Statements Disclosure
Certain information contained in this sales material constitute “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” ‘forecast,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Nothing contained in this sales material may be relied upon as a guarantee, promise, assurance or a resales material as to the future. Except as otherwise indicated, the information provided in this sales material is based on matters as of the dates indicated within the sales material, and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available or circumstances existing or changes occurring after the date hereof. Potential investors should refer to the slide entitled "Risk Factors" in this sales material for a summary of the risks facing KLCC. For a more fulsome description of such risks, please refer to the prospectus.
Other Important Disclosures Section
Investments mentioned may not be in the best interest of, or is suitable for, all investors. Any product discussed herein may be purchased only after an investor has carefully reviewed the prospectus and executed the subscription documents.
Alternative investments often are speculative, typically have higher fees than traditional investments, often include a high degree of risk and are in the best interest of, or suitable for, eligible, long-term investors who are willing to forgo liquidity and put capital at risk for an indefinite period of time. They may be highly illiquid and can engage in leverage and other speculative practices that may increase volatility and risk of loss. An investment in the Fund is subject to capital loss and investors may not get back the amount originally invested.
Past performance does not predict future returns. Actual results may vary.
Alternative investments involve complex tax structures, tax inefficient investing, and delays in distributing important tax information. Individual funds have specific risks related to their investment programs that will vary from fund to fund. Investors should consult their own tax and legal advisors. BDCs are generally not taxed at the corporate level to the extent they distribute all of their taxable income in the form of dividends. Ordinary income dividends are taxed at individual tax rates and distributions may be subject to state tax. Each investor’s tax considerations are different and consulting a tax advisor is recommended. Any of the data provided herein should not be construed as investment, tax, accounting or legal advice.
The Fund intends to borrow money. If returns on such investment exceed the costs of borrowing, investor returns will be enhanced. However, if returns do not exceed the costs of borrowing, Fund performance will be depressed. This includes the potential for the Underlying Fund to suffer greater losses than it otherwise would have. The effect of leverage is that any losses will be magnified. The use of leverage involves a high degree of financial risk and will increase the Fund’s exposure to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the Investments. This leverage may also subject the Fund to restrictive financial and operating covenants, which may limit flexibility in responding to changing business and economic conditions.
The views expressed in this sales material are subject to change based on market and other conditions.
Prospective investors should pay close attention to the assumptions underlying the analyses, forecasts and targets contained herein. The analyses, forecasts, illustrations and targets contained in this sales material are based on assumptions believed to be reasonable in light of the information presently available. Such assumptions (and the resulting analyses, forecasts, illustrations and targets) may require modification as additional information becomes available and as economic and market developments warrant. Any such modification could be either favorable or adverse. The forecasts, illustrations and targets have been prepared and are set out for illustrative purposes only, and no assurances can be made that they will materialize. No assurance, resales material or warranty is made by any person that any of the forecasts and targets will be achieved and no investor should rely on the forecasts and the targets. Nothing contained in this sales material may be relied upon as a guarantee, promise, assurance or a resales material as to the future. Except as otherwise indicated, the information provided in this sales material is based on matters as they exist as of the date specified in the sales material and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available or circumstances existing or changes occurring after the date hereof. The views expressed in this sales material are subject to change based on market and other conditions.
This sales material has been provided on a confidential basis for the sole use of the person to whom it is delivered by Kennedy Lewis. This sales material may not be distributed, reproduced or used without the consent of Kennedy Lewis for any purpose other than the evaluation of KLCC by the person to whom this sales material is delivered. The recipient of this sales material agrees to keep the information contained herein confidential and not to disclose such information to any third party other than recipient’s attorneys, accountants, consultants and financial advisors (“Representatives”) on a need to know basis. The recipient will inform its Representatives of the confidential nature of this sales material and direct such Representatives to treat the information contained herein confidentially and to use such information solely for its intended purpose. Either upon a decision not to invest in KLCC, or at the request of Kennedy Lewis, each recipient shall return this sales material and/or delete all electronic copies in its possession.
The information contained herein has been prepared to assist the recipients in making their own evaluation of KLCC and does not purport to contain all information that the recipients may desire. In all cases, interested parties should conduct their own investigation and analysis of KLCC, their business, prospects, results of operations and financial condition. No party has made any kind of independent verification of any of the information set forth herein, including any statements with respect to projections or prospects of KLCC or the assumptions on which such statements are based, and does not undertake any obligation to do so. Kennedy Lewis makes no resales material or warranty, express or implied, as to the accuracy or completeness of this sales material or of the information contained herein and shall have no liability for the information contained in, or any omissions from, this sales material, or for any of the written, electronic or oral communications transmitted to the recipient in the course of the recipient’s own investigation and evaluation of KLCC. This sales material speaks as of the date hereof, except where otherwise indicated, and Kennedy Lewis undertakes no obligation to update the information contained herein.
This sales material may contain information either prepared by or obtained from independent third-party sources having no ownership of or managerial affiliation with the Kennedy Lewis or KLCC. Any such information is believed to be reliable, but there can be no assurance as to the accuracy or completeness thereof. Although Kennedy Lewis believes in good faith that all information and data provided by third-party sources that is either referred to or provided herein is reliable, Kennedy Lewis has not independently verified or ascertained, nor undertakes to verify or ascertain, any such data or information or the underlying economic assumptions relied upon by such sources.
KLCC’s common shares of beneficial interests (the “Common Shares”) are not be registered under the Securities Act of 1933, as amended (the “Securities Act”). The Common Shares issued in the continuous private offering are exempt from registration requirements pursuant to Section 4(a)(2) of and Regulation D under the Securities Act. Because the Common Shares will be acquired by investors in one or more transactions “not involving a public offering,” they will be “restricted securities.” The Common Shares offered and sold in the private offering may not be sold, assigned, transferred or pledged (each, a “Transfer”) (i) without KLCC’s prior written consent and (ii) the Transfer is made in connection with transactions exempt from, or not subject to, the registration requirements of the Securities Act, and otherwise in accordance with applicable securities laws. No Transfer will be effectuated except by registration of the Transfer on KLCC’s books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in KLCC. Following any Liquidity Event (as defined below), investors may be restricted from selling or transferring their Common Shares for a certain period of time by applicable securities laws or contractually by a lock-up agreement with the underwriters of any Liquidity Event or otherwise. A “Liquidity Event” is defined as including (1) an initial public offering (“IPO”) or other listing of the Common Shares on a national securities exchange (an “Exchange Listing”), or (2) a Sale Transaction. A “Sale Transaction” means (a) the sale of all or substantially all of KLCC’s assets to, or other liquidity event with, another entity or (b) a transaction or series of transactions, including by way of merger, consolidation, recapitalization, reorganization, or sale of stock in each case for consideration of either cash and/or publicly listed securities of the acquirer. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Common Shares and to execute such other instruments or certifications as are reasonably required by us.
Recipients are not to construe the contents of this sales material as legal, business or tax advice. Recipients must rely upon their own representatives, including legal counsel and accountants, as to any legal, tax, investment and other considerations.
Projected financial data for the investment opportunities discussed herein is based, in part, on assumptions made by the Kennedy Lewis team, which may not be borne out in the future.
Projections assume realization events at various times, with exit values typically based on the application of assumed capitalization rates, in addition to certain other disposition assumptions.
While the projected returns are based on assumptions which Kennedy Lewis currently believes to be reasonable under the circumstances, the actual return on the investments will depend on, among other factors, future operating results, market conditions and the value of the assets at the time of disposition, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which the projections are based. Accordingly, the actual returns on investments may differ materially from the projected returns indicated herein. Further, past performance is not indicative of future results.
Unless otherwise noted, all internal rates of return (“IRRs”) are presented on a “gross” basis (i.e., they do not reflect any management fees, carried interest, taxes, transaction costs and other expenses to be borne by certain and/or all investors, which will reduce returns and, in the aggregate, are expected to be substantial). In considering the targeted performance information contained herein, prospective investors should bear in mind that forecasted or targeted performance is not necessarily indicative of future results, and there can be no assurance that comparable results will be achieved.
The distribution of this sales material in certain jurisdictions may be restricted by law. This sales material does not constitute an offer to sell or the solicitation of an offer to buy in any state of the United States or other US or non-US jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction.
This is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by a prospectus or private placement memorandum. An investment in any Kennedy Lewis products involves a high degree of risk and there can be no assurance that the investment objectives of the respective fund will be attained. Securities offered through Realta Equities, Inc., Member of FINRA and SIPC. Realta Equities, Inc. and Kennedy Lewis are not affiliated.
Kennedy Lewis may offer strategies and vehicles other than or different from those summarized. All investment allocations will be subject to Kennedy Lewis’s allocation policy. Investments may be allocated between one or more Kennedy Lewis funds. Kennedy Lewis is required to provide fair and equitable treatment to any client account which shares similar investment mandates and guidelines. Allocations may be determined based on various factors, including account size, account ramp-up or liquidation status, cash considerations, tax restrictions, regulatory restrictions, specific investment guidelines, liquidity and other considerations. Pursuant to the Investment Company Act of 1940, KLCC is subject to prohibitions on co-investing with other Kennedy Lewis-managed funds on certain negotiated transactions. KLCC has received limited exemptive relief from the SEC with respect to these restrictions. Co-investment with KLCC will be in accordance with the SEC’s exemptive relief order and the conditions enumerated therein. There is no guarantee that co-investment will be available for all KLCC investments.
Important Information
The information contained herein is confidential and intended for the recipient only. Do not distribute or reproduce this materials. This material contains statements that are "forward-looking statements," which are based on certain assumptions of future events. Kennedy Lewis Capital Holdings LLC does not assume any duty to update any forward-looking statement. Actual events may differ from those assumed. There can be no assurance that forward-looking statements, including any projected returns, will materialize or that actual market conditions and/or performance results will not be materially different or worse than those presented.
Certain data and other information in these materials has been supplied by outside sources and are believed to be reliable and current. The Advisor cannot verify the accuracy of information from outside sources, and potential investors should be aware that such information is subject to change without notice.
Past performance is no guarantee of future results. An investment may be risky and may not be suitable for an investor's goals, objectives and risk tolerance. Investors should be aware that an investment's value may be volatile and any investment involves the risk that you may lose money.
This sales and advertising literature is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the prospectus. This literature must be read in conjunction with the prospectus in order to fully understand all of the implications and risks of the offering of securities to which the prospectus relates. A copy of the prospectus must be made available to you in connection with any offering, and can be found at www.kennedylewiscapitalcompany.com. No offering is made except by a prospectus filed with the Department of Law of the State of New York. Neither the Securities and Exchange Commission, the Attorney-General of the State of New York nor any other state securities regulator has approved or disapproved of our securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Please read this information carefully. Speak with your relationship manager if you have any questions.
Information provided in, and presentation of, this document are for informational and educational purposes only and are not a are commendation to take any particular action, or any action at all, nor an offer or solicitation to buy or sell any securities or services presented. It is not investment advice. The Advisor does not provide legal or tax advice.
Before making any investment decisions, you should consult with your own professional advisers and take into account all of the particular facts and circumstances of your individual situation. The Advisor and its representatives may have a conflict of interest in the products or services mentioned in these ma materials because they have a financial interest in them, and receive compensation, directly or indirectly, in connection with the management, distribution, and/or servicing of these products or services, including the Advisor’s funds, certain third third-party funds and products, and certain investment services.
Before investing, consider KLCC's investment objectives, risks, charges, and expenses. Contact Kennedy Lewis or visit www.kennedylewiscapitalcompany.com for a prospectus or, if available, a summary prospectus containing this information. Read it carefully.