Bluescape Energy Partners LLC (the “Manager” or “Bluescape”) is a Delaware Limited Liability
Company formed in May 2015 and is ultimately controlled by C. John Wilder.
As of the date of this Brochure, Bluescape provides investment advisory services, pursuant to the
investment guidelines as set forth in the applicable offering memoranda or other offering
documents, as supplemented from time to time, (each, a “Memorandum”), limited partnership or
other operating agreements, as supplemented from time to time (each, a “Partnership Agreement”
and together with any relevant Memorandum, the “Governing Documents”), to Bluescape Energy
Recapitalization and Restructuring Fund III LP, a Delaware limited partnership (“BERR III”),
Bluescape Energy Recapitalization and Restructuring Fund III (TE) LP, a Delaware limited
partnership (“BERR TE III”), Bluescape Energy Recapitalization and Restructuring Fund III (IP)
LP, a Delaware limited partnership (“BERR IP III”), Bluescape Energy Recapitalization and
Restructuring Fund III (ECI) LP a Cayman Island exempted limited partnership (“BERR ECI III”
and together with BERR III, BERR TE III and BERR IP III, the “BERR III Funds”) and Bluescape
Energy Recapitalization and Restructuring Fund IV LP, a Delaware limited partnership (“BERR
IV,” and together with the BERR III Funds and any future investment vehicles managed by
Bluescape, the “Funds”). Bluescape Energy Partners III GP LLC, a Delaware limited liability
company (the “General Partner III”) is the sole general partner of the BERR III Funds. Bluescape
Energy Partners IV GP LLC, a Delaware limited liability company (the “General Partner IV,” and
together with General Partner III, the “General Partners”) is the sole general partner of BERR IV.
The General Partners are controlled by Bluescape Resources GP Holdings LLC, a wholly-owned
subsidiary of Bluescape Resources Company LLC (“BRC”). The Funds are privately-offered
private equity funds formed by Bluescape that will seek to make investments (equity or debt) in
deep value and distressed opportunities in the energy sector, typically with board participation and
other control elements, which will be primarily in the North American oil and gas and power
sectors. As of the date of this Brochure, the BERR III Funds are outside of their investment period.
Bluescape may provide investment advisory services to other private equity funds in the future.
The General Partners have entered into side letters or other similar agreements (“Side Letters”)
with certain investors that have the effect of establishing rights under, or altering or supplementing
the terms (including economic or other terms) of, the relevant Governing Documents with respect
to such investors.
Bluescape may, in its sole discretion, offer co-investment opportunities to certain limited partners
in the Funds (each a “Limited Partner,” and collectively the “Limited Partners”) and/or any other
person or entity, including third parties, limited partners of any parallel fund, investors in any
feeder fund, the General Partners, Bluescape, any Fund, certain employees and principals of
Bluescape (the “Principals”) or their respective affiliates. Such co-investors may include entities
formed by a General Partner, Bluescape, or their respective affiliates (in each case, with or without
the participation of other persons or entities, including the limited Partners) (“Co-Investment
Vehicles”). Co-Investments Vehicles will invest side-by-side
with a Fund in some or all of such
Fund’s investments and may or may not be subject to a management fee or carried interest. Co-
investments may take place concurrently with a Fund or subsequent thereto and will generally be
made on substantially the same terms as the investment made by the Fund. Dispositions of any co-
investments are expected to be made at the same time and on the same terms as the disposition of
a Fund’s investment.
In general, expenses related to the formation and operation of any Co-Investment Vehicles, many
of which are similar in nature to those borne by the Funds, will be split pro rata among the
applicable co-investors, whereas expenses related to a portfolio company will be split pro rata
among the applicable Funds, the co-investors, any Co-Investment Vehicles, any other parallel
funds, and any alternative investment vehicles based upon invested capital. Bluescape, in its sole
discretion, may structure a co-investment so that co-investors and, if applicable, Co-Investment
Vehicles, do not share in any broken-deal expenses. It is anticipated that, in the event that a
transaction in which a co-investment was planned, including a transaction for which a co-
investment was believed necessary in order to consummate such transaction or would otherwise
be beneficial, in the judgment of a General Partner, ultimately is not consummated, all broken deal
expenses relating to such proposed transaction will be borne by the applicable Fund(s), and not by
any potential co-investors, that were to have participated in such transaction.
Bluescape will allocate available investment opportunities among the Funds, any other parallel
fund, and any alternative investment vehicle, on the one hand, and the applicable co-investors
(including any Co-Investment Vehicles), on the other hand. Participation in co-investment
opportunities that Bluescape determines to offer will generally be offered initially to the Limited
Partners and the partners, shareholders, or other members of any other parallel funds, alternative
investment vehicles, or feeder funds, pro rata based upon capital commitments, and such offer will
include the opportunity to subscribe for a share of any under-subscribed amounts resulting from
other offerees declining to participate for their full pro rata share. Bluescape may in its reasonable
judgment determine the manner for conducting such allocation and offering process. Bluescape
will have no obligation to offer, and may determine in its sole discretion whether or not to offer,
co-investment opportunities to any Limited Partner that has defaulted on a required capital
contribution or any co-investor that has defaulted on any of its obligations with respect to any co-
investment.
In the event a Fund transfers any portion of a portfolio investment to any co-investor or Co-
Investment Vehicle, the proceeds from such transfer shall be distributed among the Limited
Partners pro rata based on their respective capital contributions funding such portfolio investment
and shall be deemed, on a dollar-for-dollar basis, to increase each applicable Limited Partner’s
capital commitment and decrease each applicable Limited Partner’s capital contributions
previously made to the Fund. Such distributions will not be considered in computing the preferred
return or the General Partner catch-up.
As of December 31, 2023, Bluescape had approximately $834million in regulatory assets under
management.