Martello Capital Map

Who put capital in, when, through what chain, and where it went — 2021 to 2025. Solid blue = equity; dashed gold = debt and ancillary capital; red = capital out.

FROM WHOM 39 investors · $1,639,625,000 sold (Form D) MassMutual Centerbridge Partners Brown Brothers Harriman HSCM Bermuda Other institutions & family offices THROUGH WHAT Martello Re LP Delaware + Feeder LP (2024) Martello Re Holdings Ltd LLC Delaware MARTELLO RE LTD Bermuda · Class E licensed 13-Dec-2021 Martello Re GP LLC 100% Barings GP equity equity Capital contributions in ($M) 2021 · 306.0 (at incorporation) 2022 · 1,162.2 (launch $1.65B total) 2023 · 222.5 2024 · 606.5 (Jul raise: $935M commit) 2025 · 691.0 return of capital $(250)M · 2024 surplus notes $441M $221M 6/2022 · SOFR+2.00 $220M 6/2024 · SOFR+2.25 · due 6/2027 LOC banks 4 added at 2024 raise $750M drawn 2025 · Tier 2 $360M facility upsize 7/2024 WHERE IT WENT Directly-held book $1.38B bought with 2022 raise → $4.0B YE25 OC Trust collateral pledged: $3.11B YE25 Absorbed 2022 mark $(2.23)B investment losses · equity $(482)M rebuilt to $2.22B by YE25 MassMutual Ascend cedant of the $14.2B founding block ceding commission $320M · Feb 2022 WHEN 2021 2022 2023 2024 2025 Aug 13: first sale — $1,639.6M · 39 investors Jul: incorporated · $306M drawn Dec: licensed + IMAs $1,162M drawn Jan: launch announced $223M equity $607M equity − $250M out Jul: $935M raise closed $691M equity + $12M NCI (VIE) Jun: $221M note Jun: $220M note · $360M facility LOCs drawn to $750M Feb: $320M commission → Ascend Cumulative equity contributions net of return: $2,738.3M — ties exactly to YE2025 additional paid-in capital
Equity flows through the Delaware LP chain into the Bermuda reinsurer; the general partner of the LP is wholly owned by Barings. Per SEC Form D (CIK 1916713, filed from Barings' Charlotte address): first sale 13-Aug-2021 — before incorporation — with $1,639,625,000 sold to 39 investors under 3(c)(7), offering open-ended; the Jan-2022 "launch" was the announcement, not the raise. The Jul-2024 $935M raise never appears in a Form D — drawn as capital calls under the indefinite offering — and Martello Re Feeder LP (CIK 2020879, registered May-2024) shows $0 sold. Per-investor allocations are not public: Form D reports aggregates only, and neither MMLIC's audited statutory (affiliate list, no carrying value) nor the Centerbridge ADV (feeders folded into insurance RAUM) sizes any single party. Debt and ancillary capital (surplus notes from HoldCo, bank LOCs) sit beside the equity, not in the LP chain; the 2025 VIE adds $12.1M NCI and a $138.1M mortgage payable. Sources: audited statements FY2022–FY2025, FCRs, Form D/D-A filings 2022–2024, press releases.
CAPITAL CONTRIBUTIONS RECONCILIATION — US$ thousands, per audited equity rollforwards
PeriodContributionsReturnSurplus notesRunning APIC
2021 (Jul 21 – Dec 31)306,045——306,045
FY20221,162,197—221,0001,468,242
FY2023222,500——1,690,742
FY2024606,540(250,000)220,0002,047,282
FY2025690,975——2,738,257
Total2,988,257(250,000)441,0002,738,257

Fees collected by counterparty

The running cost of the structure — every disclosed related-party fee out of Martello Re, from inception.

MARTELLO RE LTD fees settle out of NII and opex ~19bp blended on managed assets Barings LLC IM fees · MassMutual-owned · board chair Centerbridge Martello Advisors IM fees + origination deal expenses Martello Re Holdings LLC new-business fee + surplus-note interest Martello Re Services Co management, actuarial, reporting $137.7M IM fees 2022–25 26.5 → 29.4 → 34.8 → 47.1 $41.5M IM + $9.1M deal 4.4 → 8.5 → 12.2 → 16.4 $76.8M new-business fee + $60.3M note interest paid $58.7M service fees 1.2 → 12.6 → 20.5 → 24.4
All flows per Notes 14 (FY2025), 13 (FY2023) and 12 (FY2022) of the audited statements; note interest is cash paid for interest (FY2023 not separately extracted). Centerbridge's fee share of the joint IM mandate rose from 14.2% (2022) to ~26% (2024–25) and its deal expenses ran 12x Barings' in 2025 — the origination-heavy sleeve. The new-business fee compensates Barings and Centerbridge for administering the Martello group, paid via the Holding Company.
RELATED-PARTY FEES BY COUNTERPARTY — US$ thousands, per audited statements
Counterparty / feeFY2022FY2023FY2024FY2025Total
Barings — investment management26,47029,37134,76947,065137,675
Centerbridge — investment management4,3758,51112,21316,39141,490
Deal expenses (Barings / Centerbridge)n/dn/d2,7797,35410,133
HoldCo — new-business fee (for Barings + CB admin)16,29618,44120,59721,49876,832
ServiceCo — services and expense agreement1,21812,55120,51224,43158,712
HoldCo — interest paid on surplus notes (cash)1,595n/d26,76831,91360,276
Disclosed related-party fees49,95468,874117,638148,652385,118

Cumulative disclosed fee flow to the sponsor ecosystem since inception: ~$385M (excluding two n/d cells), against $2.99B of gross capital contributed — the sponsors have collected back roughly 13% of contributed capital in fees and note interest over four years, most of it recurring. Deal-expense split marks Centerbridge as the origination sleeve: $9.1M vs Barings' $1.0M across 2024–25.

The Jul-2024 raise was $935M of commitments against an $800M target; drawn amounts arrive as the 2024–25 contribution lines. The press release's "~$3.6B total drawn and undrawn capital" reconciles as equity + notes + facility + undrawn commitments. Common stock adds $250K (250,000 shares at $1 par, unchanged since 2021).

Commitments vs drawn: Form D total sold $1,639.6M (Aug-2021 offering, 39 investors) + 2024 commitments $935M = ~$2,575M committed, against $2,988M of gross contributions received through YE2025 — the excess reflects drawdowns above the initially reported sale plus recycled amounts; the LP offering is open-ended, so "sold" was never re-amended past May-2024. Per-party splits exist only in the LPA and side letters — not public. Form D XMLs archived in the package under source_documents/form_d/.