ANDALUSIAN CAPITAL PARTNERS, LP Part 2A of Form ADV: Firm Brochure Item 1. Cover Page Andalusian Capital Partners, LP Three Greenwich Office Park Greenwich, Connecticut 06831 Contact: Maureen Howley 203.987.5677 203.724.2040 (fax) www.andalusiancap.com March 2016 Andalusian Capital Partners, LP is an investment advisor that is registered with the United States Securities and Exchange Commission. Registration with the United States Securities and Exchange Commission does not imply a certain level of skill or training. This brochure provides information about the qualifications and business practices of Andalusian Capital Partners, LP. If you have any questions about the contents of this brochure, please contact us at 203.987.5677. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Andalusian Capital Partners, LP is also available on the SEC’s website at www.adviserinfo.sec.gov. 1 Item 2. Material Changes This Item discusses only specific material changes that are made to this Brochure and provides clients with a summary of such changes. The last annual update of our Brochure occurred in March 2015. The assets under management in Item 4. were updated to reflect December 31, 2015 numbers. There have been no material changes since the most recent update of this Brochure. We recommend that you read this Part 2A of Form ADV in its entirety. This Brochure may be requested by contacting us at 203. 987.5677. 2 Item 3. Table of Contents Item 1. Cover Page ...................................................................................................................1 Item 2. Material Changes ........................................................................................................2 Item 3. Table of Contents ........................................................................................................3 Item 4. Advisory Business .......................................................................................................4 Item 5. Fees and Compensation ..............................................................................................5 Item 6. Performance-Based Fees and Side-By-Side Management ......................................7 Item 7. Types of Clients ...........................................................................................................8 Item 8. Method of Analysis, Investment Strategies and Risk of Loss .................................9 Item 9. Disciplinary Information..........................................................................................13 Item 10. Other Financial Industry Activities and Affiliates .................................................14 Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .......................................................................................................15 Item 12. Brokerage Practices ..................................................................................................16 Item 13. Review of Accounts ...................................................................................................18 Item 14. Client Referrals and Other Compensation .............................................................19 Item 15. Custody ......................................................................................................................20 Item 16. Investment Discretion ...............................................................................................21 Item 17. Voting Client Securities ............................................................................................22 Item 18. Financial Information ..............................................................................................23 3 Item 4. Advisory Business Andalusian Capital Partners, LP (herein referred to as “we” or “our firm”), founded in May 2009, is an investment advisory firm specializing in investment management for pooled investment vehicles and we may, in the future, to advise managed accounts. The principal owners of our firm are Michael Reeber and Harrison M. Wreschner. The investment objective of our clients is to generate high, risk-adjusted absolute returns, uncorrelated to traditional fixed income and equity portfolios, by investing in or shorting the securities, loans and other obligations of primarily U.S. companies over long periods. We utilize deep fundamental analysis across all classes of a company’s capital structure to achieve our clients’ investment objectives. We believe the prior experience of our principals investing across multiple asset classes, and in securities and liabilities at different levels of seniority throughout the capital structure of companies, will help our clients achieve their investment objectives. For more information on the investment strategy of our clients, please see Item 8: Method of Analysis, Investment Strategy and Risk of Loss. Our firm tailors our advisory services in accordance with each client’s needs and investment strategy as disclosed in its offering document or managed account agreement. We have full discretion in trading on behalf of our clients. We do not require, and do not seek, approval from our clients or the investors in our clients with respect to their trading. We do not participate in any wrap fee programs. We manage $291,949,766of client regulatory assets under management on a discretionary basis as of December 31, 2015. We do not manage any client assets on a non-discretionary basis. 4 Item 5. Fees and Compensation Our firm or one of our affiliates typically receives two types of compensation from our clients – an asset-based management fee and performance-based compensation. Our fees are generally not negotiable. We have the general discretion to waive all or a portion of the asset-based management fee and/or the performance-based compensation. In addition, we may enter into side letter arrangements with certain investors in our clients, in which we grant them preferential terms. Our firm and certain of our affiliates do not pay asset-based or performance-based fees. We deduct the asset-based management fee described above from our clients’ accounts quarterly at the beginning of each quarter. We also deduct the performance-based compensation described above from our clients’ accounts at the end of each year or when investors make a withdrawal or redemption (but only for the amount withdrawn or redeemed). Our compensation from managed account clients will likely be similar to the compensation we receive from our current pooled investment vehicle clients. In connection with our pooled investment vehicle advisory services, our clients bear all of their own organizational and operational expenses. The list below details some of these expenses, but does not include every possible expense our fund clients may incur.  legal fees (including settlement costs);  costs of any litigation or investigation involving our clients’ activities;  accounting costs (including tax preparation and audit expenses);  administration costs;  marketing expenses;  insurance;  costs associated with reporting and providing information to existing and potential investors;  any governmental fees imposed on our clients; and  withholding and/or transfer taxes. Our clients also pay for expenses related to the investment of their assets, such as:  proxy expenses;  interest and commitment fees on loans and debit balances; 5  borrowing charges on securities sold short;  custodial fees;  brokerage commissions;  trade processing fees, including clearing and settlement charges;  research fees and materials (including online news and quotation services);  costs of any outside appraisers, accountants, attorneys or other experts or consultants engaged in connection with specific transactions;  bank charges; and  other ordinary miscellaneous research and trade-related expenses. We may choose to absorb some of these costs on behalf of our clients in our sole discretion. Our managed account clients will pay for all of their own operating expenses. These will include all expenses incurred with their account transactions, such as custodial fees, brokerage commissions, taxes and any applicable registration fees. For more information on brokerage transactions and costs, please see Item 12: Brokerage Practices. The asset-based management fee that we charge our clients is payable at the beginning of each quarter. Investors in our clients may only withdraw or redeem capital at the end of each quarter. Accordingly, we do not need to provide fee refunds to underlying investors in our clients before the end of a billing period, because they do not pay a fee in excess of what they owe. Our clients do not pay any performance-based compensation in advance. Neither our firm nor any of our principals or employees receives any compensation for the sale of securities or other investment products, including charges or fees from the sale of mutual funds. 6 Item 6. Performance-Based Fees and Side-By-Side Management Our firm or our affiliates receive performance-based compensation in the form of a performance allocation from our clients. Please see Item 5: Fees and Compensation for an explanation of our performance-based compensation. The existence of the performance allocation may create an incentive for our firm or our affiliates to make riskier or more speculative investments than would be the case if we only received compensation based on a flat percentage of assets that we manage, because these investments may allow our firm to collect larger performance-based compensation. Our affiliates’ investment in our clients aids in aligning our interests with the interests of our clients. See also above Item 5.. 7 Item 7. Types of Clients All of our current clients are pooled investment vehicles. We may provide discretionary investment advice to a limited number of separately managed accounts in the future. Our current clients rely on an exclusion from the definition of “investment company” in the Investment Company Act of 1940, as amended. Accordingly, none of our clients is registered as an investment company with the Securities and Exchange Commission. The investors in our clients must qualify as both “accredited investors,” as defined in the U.S. Securities Act of 1933, as amended, and “qualified purchasers” or “knowledgeable employees,” as defined in the U.S. Investment Company Act of 1940, as amended, and the rules thereunder, or as non-United States persons. Investment Requirements Investors in our clients must generally make a minimum investment of $1,000,000. We have the discretion to, and on occasion may, accept investments for a lesser amount. We will decide whether to open a separately managed account on a case-by-case basis. This Firm Brochure is not an offer to invest in our clients. 8 Item 8. Method of Analysis, Investment Strategies and Risk of Loss In managing our clients, we utilize deep fundamental analysis across all classes of a company’s capital structure to achieve our clients’ investment objectives. These asset classes include a broad range of listed and unlisted instruments, whether publicly or privately offered, including but not limited to, loans, corporate bonds of investment and non-investment grade, convertible securities, equities, U.S. Treasuries, derivatives (interest rate, credit and equity), futures (mainly for hedging purposes), options (interest rate and equity), financing trades, margin loans, repurchase agreements, reverse repurchase agreements and total return swaps. There are no limitations on the markets, sectors or instruments in which we may trade for our clients, or the trading strategies that we may apply. Our strategy entails investing in event-driven equities and debt focusing on cash flow generation or asset value. Event-driven securities include equities and debt created through spin-offs and financial restructurings as well as other potential changes in capitalization. We generally focus the analysis of the investment opportunity into two distinct areas: (i) understanding the operational and underlying business model, as well as studying the capital structure, so that we can attempt to fully understand the limitations and benefits of how the entity is financed and (ii) looking for the proper vehicle to express an investment view for our clients. We seek to buy securities that trade at a significant discount to their intrinsic values and to short securities that trade well above their intrinsic values. We invest in situations where a reason for a valuation discrepancy can be discerned and we deem temporary. We have described our investment policy and approach in detail in each client’s offering documents, copies of which will be provided to qualified prospective investors. Please see below for a detailed explanation of some of the significant risks associated with the investment strategies we employ.  Investment Judgment and Market Risk: The success of our investment program depends, in large part, on correctly evaluating future price movements of potential investments. We cannot guarantee that we will be able to accurately predict these price movements and that our investment programs will be successful.  Investment and Trading Risk: Investments in securities and other financial instruments involve a degree of risk that the entire investment may be lost. The use of short sales and option trading can, in certain circumstances, substantially increase the impact of unfavorable price movements of our clients’ investments. Also, changes in the general level of interest rates may negatively affect our clients’ results.  Dependence on our Firm. The success of our clients is largely dependent upon our firm. There is no guarantee that our firm or the individuals employed by our firm will remain willing or able to provide advice to our clients’ accounts or that trading on this advice will be profitable in the future. The 9 performance of our firm depends upon certain key personnel. If any of these personnel become incapacitated, the performance of our clients may be adversely affected.  Financial Markets and Regulatory Change: The instability in global financial markets has increased the risks associated with the investment activities and operations of pooled investment vehicles, including those resulting from a reduction in the availability of credit and the increased cost of short-term credit, a decrease in market liquidity and an increased risk of bankruptcy of third parties with which we work. Market disruptions over the recent years and the increase in capital being allocated to pooled investment vehicles and other alternative investment vehicles have led to increased scrutiny and regulation over pooled investments and the asset management industry. In addition, the laws and regulations affecting business continue to evolve unpredictably. Laws and regulations applicable to our clients, especially those involving taxation, investment and trade, can change quickly and unpredictably in a manner adverse to our clients’ interests. The following is a description of the various strategies that we utilize in advising our clients and some important risks associated with each strategy. The following explanation of certain risks is not exhaustive, but rather highlights some of the more significant risks involved in our investment strategies.  Short Selling: We may sell short securities on behalf of our clients. Short selling of securities occurs when we borrow securities, promising to buy them at a later date. If the price drops, we can buy the securities at the lower price and make a profit on the difference. If the price of the securities rises, we have to buy them back at the higher price, and the investment loses money. Buying the securities can itself cause the price of the securities to rise further which would exacerbate the potential for loss.  Options: We may take long or short positions in call and/or put options on behalf of our clients. There are risks associated with the sale and purchase of options. Call options are the right to buy a security at a certain price within a defined time period. Put options are the right to sell a security at a certain price within a defined time period. A buyer of either type of option assumes the risk of losing its entire investment in the option. A buyer of a call option risks losing its investment if the particular security never reaches the designated price within the set time period. A buyer of a put option risks losing its investment if the particular security does not decline enough to reach the designated price within the set time period. A seller of an uncovered option may have to pay substantial additional margin, and may bear an unlimited risk of loss, since the seller must deliver, or take delivery of, an asset at a predetermined price which may, upon exercise of the option, be significantly different from the market value. 10