Indigo Partners LLC (“Indigo Partners”) is a Nevada limited liability company and a registered
investment adviser that began operations in December 2010, continuing a business that began in 2002.
Indigo Partners and its affiliated investment advisers that serve as general partners, Indigo Denver
Management Company, LLC, Indigo Hungary Management LLC, Indigo LatAm Management LLC, Indigo
Management LLC, Indigo Pacific Management LP, Indigo Pacific Management II LLC, Indigo Partners
Management III LLC and Indigo Partners III LLC (each a “Fund Manager” or “Adviser”, together with
Indigo Partners, the “Advisers” and, collectively, with any other investment advisers that may be formed
in the future, “Indigo”) provide investment advisory services to private fund clients and/or separately
managed accounts with a focus on investments in the aviation industry and related sectors. Each Fund
Manager is registered as an investment adviser in accordance with SEC guidance under the Advisers Act.
Each Adviser’s client or clients may consist of, or include, one or more private funds, including co-
mingled funds, parallel funds, alternative investment vehicles, single investor vehicles and co-investment
funds (each a “Fund” and, collectively, the “Funds” and together with any future private funds managed
by one or more Advisers or investment advisers that may be formed in the future, the “Indigo Advised
Funds”) and separately managed accounts (collectively with the Indigo Advised Funds, the “Clients”). An
investor in any of the Indigo Advised Funds is referred to as a “Fund Investor” for purposes of this
Brochure. William A. Franke directly or indirectly is the sole owner of each Adviser, including Indigo
Partners.
Each Adviser’s investment advisory services to any Client served by such Adviser are tailored in
accordance with such Client’s investment strategy as set forth in the applicable private placement
memorandum (or other applicable disclosure documents), partnership agreement (or similar governing
document) and investment management agreement (the “Governing Documents”). These services
generally may include sourcing, evaluating, negotiating and overseeing investments in the aviation industry,
including monitoring the performance of portfolio companies and advising as to disposition opportunities.
From time to time, where such investments consist of portfolio companies, the senior principals or other
personnel of an Adviser or its affiliates may serve on such portfolio companies’ respective boards of
directors, or otherwise act to influence management of portfolio companies held.
Further specific details of the advisory services provided by any Adviser to a particular Client are
set forth in such Indigo Advised Fund’s Governing Documents. Typical services are further described
below in Item 8, “Methods of Analysis, Investment Strategies and Risk of Loss.”
Additionally, to the extent permitted by an applicable Governing Document, from time
to time, the
Advisers have provided and may in the future provide (or agree to provide) certain Fund Investors or other
persons the opportunity to co-invest in certain portfolio companies alongside an Indigo Advised Fund.
Certain co-investment opportunities may arise when an Adviser believes it necessary to have a particular
co-investor participate (e.g., transaction size or U.S. and international restrictions on foreign ownership) in
order for Indigo to be able to consummate the transaction. Such co-investments are typically made through
a vehicle controlled by an Adviser and generally invest and dispose of their investments in the applicable
portfolio company at the same time and on the same terms as the Fund making the investment. However,
from time to time, for strategic and other reasons, a co-invest vehicle may purchase a portion of an
investment from an Indigo Advised Fund. Any such purchase from an Indigo Advised Fund by a co-
investment vehicle generally would occur shortly after the Fund’s completion of the investment (also
known as a post-closing sell down or transfer) to avoid any changes in the valuation of the investment. The
participants in the co-investment vehicle may be charged interest on the purchase to compensate the
applicable Indigo Advised Funds for the applicable holding period. See Item 11 below “Participation or
Interest in Client Transactions” for additional information regarding co-investment arrangements.
Additionally, potential co-investors may choose not to participate or participate only for a portion of the
co-investment opportunity made available to them.
Investors in any Indigo Advised Fund participate in the overall investment program for the
applicable Indigo Advised Fund, but may be excused or excluded from a particular investment due to legal,
regulatory or other applicable constraints. Any Adviser may enter into other written agreements (“Side
Letters”) with, subject to any applicable requirements or limitations in the respective Governing
Documents, with certain Fund Investors that have the effect of establishing, supplementing or altering rights
under the applicable Governing Documents or a Fund Investor’s subscription agreement (see “Side Letters”
risk factor under “Risks Related to Indigo Advised Funds” under Item 8 for additional detail). With respect
to single-investor Indigo Advised Funds, the Fund Investor may have limited veto or other approval rights
with respect to such Indigo Advised Fund’s investments.
Terms of any investment advisory services provided to separately managed accounts are negotiated
on a case-by-case basis.
The information provided above about the investment advisory services provided by the Advisers
is qualified in its entirety by reference to the Governing Documents and the subscription agreements for
the Indigo Advised Funds.
As of December 31, 2023, the Advisers managed approximately $2,912,638,620 in Client assets
on a discretionary basis.