RESEARCH

FMS Splitter II SEC Review: $20.6M Private Equity Vehicle Inside Calvert Street's Lower-Middle-Market Platform

FMS Splitter II SEC Review: $20.6M Private Equity Vehicle Inside Calvert Street's Lower-Middle-Market Platform

INDEPENDENT ASSESSMENT

FMS Splitter II, LLC is a newly formed Delaware private equity vehicle whose September 15, 2026 Form D shows substantial capital already in place at launch. The issuer reported an indefinite offering, $20,614,785 sold to five investors, a September 1 first sale, no outside-investor minimum, no broker-dealer compensation and no finder fees. It selected both Pooled Investment Fund and Private Equity Fund, relied on Rule 506(b), and claimed the Section 3(c)(7) exclusion. The filing lists Carrie A. Carscallen, Joshua M.D. Hall III, Brian P. Guerin and Michael J. Booth as executive officers through the issuer's managing-member ownership chain. All four use 1 Olympic Place, Suite 500 in Towson, Maryland, which is also the principal office of Calvert Street Capital Partners. The public record therefore supports a direct connection between FMS Splitter II and the Calvert Street private-equity platform rather than a merely similar name or address.

THE REAL STORY IS THE FMS SPLITTER SEQUENCE, NOT A SINGLE 2026 FUND

FMS Splitter II did not appear in isolation. An earlier FMS Splitter, LLC was formed in 2025 and filed its first Form D on August 19 of that year. That vehicle initially reported approximately $8.10 million sold and later amended its filing in September 2026 to $6.50 million of cumulative reported sales. The earlier fund uses the same Towson address and the same four related executives—Carscallen, Hall, Guerin and Booth. More importantly, Calvert Street Capital Partners' latest Form ADV-linked private-fund records identify FMS Splitter, LLC as one of the adviser's reported private funds. That adviser-level disclosure gives the predecessor vehicle a stronger connection to Calvert Street than a Form D alone would provide. The existence of FMS Splitter followed one year later by FMS Splitter II therefore points to a repeatable transaction or allocation structure rather than a single one-off issuer.

The relationship between the first and second FMS vehicles should still be handled carefully. Public records do not disclose whether Splitter II invests in the same underlying company as FMS Splitter, represents a follow-on acquisition, a new co-investment, a recapitalization or an entirely different transaction sharing the FMS label. The first vehicle's cumulative reported Form D sales also declined between filings—from roughly $8.1 million to $6.5 million—which demonstrates why Form D amounts cannot always be treated as a simple monotonically increasing cash-raised ledger. Amendments can reflect revised reporting, cancellations, restructuring or other adjustments not explained in the notice. The safest conclusion is structural: Calvert Street has used the FMS Splitter name across at least two separately constituted private-equity vehicles; the exact asset relationship between them remains undisclosed.

CALVERT STREET PROVIDES A MUCH LARGER ADVISER FOOTPRINT

The adviser behind the platform is materially larger than either FMS vehicle. Calvert Street Capital Partners, Inc. reported approximately $663 million of regulatory assets under management across 17 client accounts in its March 27, 2026 Form ADV-derived data. Its reported private-fund roster includes FMS Splitter, ACUS InvestCo, MSI InvestCo and other transaction-specific private-equity entities. The Towson office shown in those adviser records is exactly the same 1 Olympic Place, Suite 500 address used by FMS Splitter II. This alignment across Form ADV and Form D materially strengthens the sponsor identification while keeping fund-level and adviser-level numbers separate: $663 million is firmwide regulatory AUM, not FMS Splitter II NAV, and $20.615 million is reported securities sold by the new issuer, not the manager's total capital.

Private-fund data also show that Calvert Street's platform is broader than the four funds visible in the simplified adviser summary. Reported vehicles include TDS InvestCo, PCI II, HILP Splitter, TNS Splitter II, MSI InvestCo, TNS Splitter, Abrasive-Form Partners, PCI III, ACUS InvestCo and FMS Splitter, with gross fund assets ranging from single-digit millions to nearly $200 million. That naming pattern is highly relevant to FMS Splitter II because it demonstrates a repeated Calvert Street practice of using separately capitalized "InvestCo" and "Splitter" structures alongside traditional limited partnerships. Public records do not define "Splitter" as a standardized legal category; it appears to be an internal vehicle naming convention rather than a distinct SEC fund type. Investors should therefore focus on the actual governing documents and underlying investment rather than assume that every Splitter vehicle has identical economics.

THE MANAGER'S STRATEGY IS LOWER-MIDDLE-MARKET CONTROL EQUITY

Calvert Street has a long operating history in lower-middle-market private equity. Independent industry materials trace the firm to 1995 and describe a focus on owner-operated businesses in industrial services, business services, healthcare information technology and specialty manufacturing, historically targeting companies with roughly $20 million to $100 million of revenue and $5 million to $15 million of EBITDA. Older deal records show investments in companies such as Capitol Ultrasonics, Abrasive-Form, Quad City Testing Laboratory, Precision Die Casting and Lagniappe Pharmacy Services. These historical ranges are not current FMS investment criteria, but they demonstrate that the organization behind FMS Splitter has decades of private-equity transaction experience rather than beginning with the 2025 FMS vehicle.

The platform has evolved structurally as well. Crescentia Capital describes itself as the successor private-equity business of Calvert Street Capital Partners and says the strategy continues the firm's investment activity dating back to 1995. Crescentia now emphasizes three sectors: industrial services, infrastructure services and specialty manufacturing. It is described as the equity buyout business of Calvert Street Investment Partners. This succession is important for entity penetration because a researcher looking only for "Calvert Street Capital Partners" may miss the current branding of the control-equity business. At the same time, FMS Splitter II's filing still uses executives and an address tied to Calvert Street, so the vehicle belongs to the broader Calvert Street investment ecosystem even as the equity strategy has adopted the Crescentia name.

THE PLATFORM ALSO INCLUDES MEZZANINE AND FLEXIBLE CAPITAL

Calvert Street's broader organization is not limited to buyouts. Parkway Capital operates within the Calvert Street Investment Partners platform as a mezzanine and minority-equity strategy. Calvert Street states that Parkway joined forces with the Calvert Street team in 2019 and that its investment professionals have deployed more than $500 million across 70-plus portfolio companies. The broader Calvert Street and Parkway teams have collectively invested in more than 120 companies representing more than $1.5 billion of cumulative transaction value. That adds an important dimension to sponsor diligence: the manager has experience across control equity, subordinated debt and minority capital rather than only one financing instrument. It does not, however, establish whether FMS Splitter II itself holds debt, equity or a hybrid position beyond the Form D's classification as equity and pooled-fund interests.

Historical transactions also show the kind of operating environments Calvert Street has entered. Premium Inspection & Testing, for example, was a Calvert Street portfolio company operating in nondestructive testing for oil, gas and industrial markets; the manager used acquisition financing to combine it with Capitol Ultrasonics. Other records connect Calvert Street with industrial infrastructure and specialized manufacturing businesses. This history aligns with Crescentia's present sector focus and suggests that FMS could plausibly relate to an industrial, manufacturing or infrastructure-services investment. But that remains only a sector-level hypothesis: the initials FMS cannot be safely mapped to a specific operating company without fund-specific evidence.

SERVICE PROVIDERS ADD ANOTHER INDEPENDENT VERIFICATION LAYER

The earlier FMS Splitter provides useful service-provider evidence through Calvert Street's Form ADV private-fund reporting. Public private-fund data identify Stifel Bank as custodian and SC&H Attest Services, P.C. as auditor for FMS Splitter, while reporting approximately $8 million of gross assets in the March 2026 ADV period. The same data indicate that funds of funds account for a meaningful share of beneficial ownership and that adviser-related persons also hold a smaller interest. Those disclosures belong to FMS Splitter, not automatically to FMS Splitter II. Still, they demonstrate that the predecessor vehicle exists within an adviser-reported fund infrastructure with identified institutional service providers rather than only as an isolated Form D issuer.

FMS Splitter II's own service providers are not disclosed in the Form D. Investors should not assume that it uses Stifel and SC&H merely because its predecessor does. The appropriate diligence question is whether Splitter II retained the same custody, audit and administration arrangements and, if not, why. Service-provider continuity can be useful for verifying fund operations, but it must be established at the specific vehicle level.

CONCENTRATION IS THE CENTRAL STRUCTURAL RISK

FMS Splitter II reported $20.614785 million sold to only five investors. If subscriptions were equal, the average would exceed $4 million per investor, though actual commitments may vary substantially. The $0 minimum shown in Form D should not be interpreted as open access; the fund relies on Section 3(c)(7), which places significant eligibility constraints on investors. The combination of a five-investor base, a transaction-specific naming convention and a short offering duration is consistent with a concentrated institutional or sophisticated-investor vehicle rather than broad private-fund distribution.

The more significant concentration question may be at the asset level. Public records do not identify whether FMS Splitter II owns one company, one preferred-equity tranche, a co-investment alongside another Calvert Street fund, or a portfolio of assets. If it is a single-company vehicle, investment outcomes may depend almost entirely on one operating business, leverage package and exit. Investors should also understand why the opportunity sits in a dedicated Splitter rather than inside a traditional Calvert Street/Crescentia flagship fund and whether other Calvert Street vehicles hold the same company at different entry prices or security classes.

RISK AND DILIGENCE QUESTIONS

Public evidence is strong on manager identity and platform history but weak on FMS Splitter II's economics. The filing does not disclose the underlying company, entry valuation, purchase price, leverage, security class at the portfolio-company level, ownership percentage, management fee, carried interest, preferred return, distribution waterfall, expected hold period, audit firm, custodian, administrator or exit strategy. Investors should request the operating agreement, PPM or investment memorandum, subscription documents, underlying purchase agreement, capital structure of the portfolio company, debt terms, fee and carry schedule, allocation policy and side-letter disclosures.

The relationship to FMS Splitter, LLC requires particular attention. Investors should determine whether Splitter II is a continuation, sidecar, follow-on vehicle or separate investment; whether the first FMS vehicle and Splitter II participate in the same company; whether pricing and governance rights differ; and why the first vehicle's reported sales amount was revised downward in its 2026 amendment. None of those questions can be answered reliably from the headline Form D amounts alone.

FINAL ASSESSMENT

FMS Splitter II, LLC has a strong sponsor-verification trail and a substantially larger initial capitalization than the earlier FMS vehicle. The SEC filing confirms $20.614785 million sold to five investors, a 2026-09-01 first sale, Rule 506(b), Section 3(c)(7), Private Equity Fund classification and a Towson control group consisting of Carrie Carscallen, Joshua Hall III, Brian Guerin and Michael Booth. Separate adviser records connect the predecessor FMS Splitter directly to Calvert Street Capital Partners, whose 2026 platform reports roughly $663 million of regulatory AUM and multiple InvestCo/Splitter private funds. Calvert Street's equity business now operates under the Crescentia Capital name, carrying forward a lower-middle-market private-equity history dating to 1995.

The major unresolved issue is the asset behind "FMS." Public evidence does not identify the underlying portfolio company or explain how FMS Splitter II relates economically to FMS Splitter, LLC. That makes the fund a classic case where the manager can be penetrated deeply while the transaction itself remains private. The $20.614785 million figure is reported securities sold, not current NAV or enterprise value of the underlying company. Form D confirms an exempt private-equity offering; it does not constitute SEC approval or establish the underlying investment's valuation, leverage, performance or exit prospects.

Important Form D notice: A Form D filing is a notice filing for an exempt securities offering. It does not mean that the U.S. Securities and Exchange Commission has approved, licensed, endorsed, or verified the issuer or the offering. Readers should verify information through official SEC sources and conduct their own due diligence.
Verification note: SEC.gov and the relevant regulator's official records remain authoritative. This site's research is independent editorial content.