A. General Description of Cat Rock Capital Management LP
Cat Rock Capital Management LP is an investment advisory firm founded by Alexander Captain. Cat
Rock was formed on February 19, 2015 and is organized as a Delaware limited partnership. Cat Rock
Capital GP LLC (the “General Partner”) is the general partner of Cat Rock. Cat Rock’s principal owner
is Alexander Captain.
We are registered with the SEC as an investment adviser pursuant to the Investment Advisers Act of
1940, as amended (“Advisers Act”). Such registration does not imply that the SEC has endorsed or
approved the qualifications of Cat Rock, the General Partner, or any of their respective affiliates,
employees or representatives to provide the advisory services described herein.
We serve as the investment manager to (i) Cat Rock Capital Master Fund LP, a Cayman Islands
exempted limited partnership (the “Master Fund”); (ii) Cat Rock Capital Partners LP, a Delaware
limited partnership (the “US Feeder”), which is designed primarily for certain qualified U.S. taxable
persons, and which will invest all of its investable assets in the Master Fund; (iii) Cat Rock Capital
Partners Cayman Ltd, a Cayman Islands exempted company (the “Offshore Feeder”), which is
designed primarily for certain qualified investors who are not U.S. persons and for certain qualified
U.S. tax-exempt investors, and which will invest all of its investable assets in the Master Fund; (iv) Cat
Rock Opportunities Fund LP, a Delaware limited partnership (the “Opportunities Fund”); and (v) Cat
Rock Opportunities Fund II LP, a Delaware limited partnership (the “Opportunities Fund II”). In
addition, we may in the future serve as the investment adviser to certain separately managed
accounts (the “Managed Accounts” and each, individually as the context may dictate, a “Managed
Account”). Unless otherwise noted, we refer to the US Feeder together with the Offshore Feeder as
the “Feeder Funds” and, together with the Master Fund; the Opportunities Fund; and the
Opportunities Fund II as the “Funds,” and each, individually as the context may dictate, a “Fund.” We
refer to the Funds and the Managed Accounts, collectively, as our “Direct Clients”, or as our “Clients”,
and each a “Direct Client” or “Client.” We refer to each of the limited partners or shareholders of the
Funds with other prospective limited partners or shareholders of the Funds, as the case could be,
collectively, as our “Fund Investors.”
The general partner of the US Feeder and the Master Fund is Cat Rock Capital LLC (the “Fund GP”);
the general partner of the Opportunities Fund is Cat Rock Opportunities Fund GP LLC (the
“Opportunities Fund GP”); and the general partner of the Opportunities Fund II is Cat Rock
Opportunities GP II LLC (the “Opportunities Fund GP II”).
From time to time, we or our affiliates may launch, sponsor, or provide investment advisory services
to additional pooled investment vehicles or managed accounts. References to Feeder Funds, Funds,
Managed Accounts, Direct Clients, Clients and Fund Investors shall include any such additional pooled
investment vehicles or separately managed accounts.
B. Description of Advisory Services
We, as an investment adviser, provide discretionary investment advisory services and design,
structure and implement investment strategies through a master-feeder structure in the Master Fund
and Feeder Funds, or a drawdown structure for the Opportunities Fund and Opportunities Fund II, to
entities that are pooled investment vehicles. The Funds’ investment strategy is to achieve capital
appreciation through long-term investing in a concentrated portfolio of undervalued publicly-traded
securities as well as certain private securities. The Funds engage in the purchase and/or sale of a broad
range of securities. Cat Rock provides its advisory services to the Clients in accordance with the
investment objectives, investment guidelines, limitations and restrictions set forth in each Client’s
confidential private placement memorandum, limited partnership agreement, investment
management agreement and other formation and operating documents pertaining to the Client
(collectively, the “Governing Documents”). Cat Rock’s advisory services for each Client are detailed
in the Client’s Governing Documents and are further described below under “Item 8. Methods of
Analysis, Investment Strategies and Risk of Loss.” The general investment guidelines and restrictions
applicable to any particular Client are negotiated and fixed at the time that the particular Client is
formed, although there may be subsequent revisions with the consent of the Client’s limited partners.
In accordance with common industry practice, the general partner of a Fund has in certain instances
entered into “side letters” or side agreements with certain Fund Investors in a Fund whereby the
general partner (an affiliate of Cat Rock) grants individual Fund Investors specific rights, benefits, or
privileges not set forth in the Governing Documents. See “Item 8. Methods of Analysis, Investment
Strategies and Risk of Loss—Side Letters.” Fund Investors participate in the Fund’s overall investment
program, but could be excused from a particular investment due to legal, regulatory or other
applicable constraints.
C. Description of Advisory Services / Tailoring Advisory Services to the Individual Needs of Clients
Except as discussed above, we do not tailor advisory services to the individual needs of a Client or
Fund Investor, and the Fund Investors could not impose restrictions on investing in certain securities
and other financial instruments or certain types of securities and other financial instruments. As
referenced above, Cat Rock provides its advisory services to the Funds in accordance with the specific
investment objectives, strategies, limitations and restrictions described in the Governing Documents
of a respective Fund.
D. Wrap Fee Program
We do not participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2023, we managed approximately $1,587,579,148 in regulatory assets under
management on a discretionary basis. We do not manage any regulatory assets on non-discretionary
basis.
No individualized investment advice is provided to any particular Fund Investor.