The Filing Adviser, Align, Capital Partners, LP and the Relying Adviser Align Collaborate
Management, LP (“Align or “Adviser”), a Delaware Limited Partnership, formed on October 23, 2023,
by Christopher K. Jones and Robert A. Langley (collectively, the “Principals”). The Advisers’ principal
place of business is in Shaker Heights, Ohio with another office in Dallas, Texas. The Filing Adviser and
the Relying Adviser together have filed a single form ADV in reliance on the umbrella registration
provisions provided in SEC Release No. IA-4509 (August 25, 2016). References herein to the Filing
Adviser or the Relying Adviser include affiliated management companies of the Filing Adviser and the
Relying Adviser, and references herein to the (“Adviser”) means the applicable Adviser(s) for a particular
Fund and its affiliated management companies, and “Advisers” include the Filing Adviser, the Relying
Adviser and their affiliated management companies.
The Adviser provides advisory services on a discretionary basis to privately pooled investment
vehicles, (the “Funds”) Aligns’ Funds are exempt from registration under the Investment Company Act of
1940, as amended (“1940 Act”), and whose securities are not registered under the Securities Act of 1933,
as amended (“Securities Act”).
Align Capital Partners GP I, LP, Align Capital Partners GP II, LP, Align Capital Partners GP III,
LP, Align Collaborate GP I, LP, and ES EV Fund GP, LP are general partner entities affiliated with the
Advisers (collectively the “General Partner” and together with the Advisers, (“Align”). The General
Partner is registered under the Advisers Act pursuant to Aligns’ registration in accordance with SEC
guidance. This Brochure also describes the business practices of the General Partner, which operates as a
single advisory business together with the Advisers.
The Funds are private equity funds and invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” Align investment advisory services to the Funds
consist of identifying and evaluating investment opportunities, negotiating the terms of investments,
managing and monitoring investments and achieving dispositions for such investments. Although
investments are made predominantly in non-public companies,
investments in public companies are
permitted under certain circumstances. From time to time, where such investments consist of portfolio
companies, the senior principals or other personnel of Align generally serve on such portfolio companies’
respective boards of directors or otherwise act to influence control over management of portfolio companies
in which the Funds have invested.
Align advisory services to the Funds are detailed in the applicable private placement memoranda
or other offering documents (each, a “Memorandum”), limited partnership or other operating agreements
or governing documents (each, a “Partnership Agreement”) and are further described below under
“Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds participate in the
overall investment program for the applicable Fund but may be excused from a particular investment due
to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Partnership Agreement.
The Funds or the General Partner generally expect to enter into side letters or other similar agreements
(“Side Letters”) with certain investors that have the effect of establishing rights (including economic or
other terms) under, or altering or supplementing the terms of, the relevant Partnership Agreement with
respect to such investors.
Additionally, from time to time and as permitted by the relevant Partnership Agreement, the
Advisers expect to provide (or agree to provide) co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain investors or other persons, including other sponsors, market
participants, finders, consultants and other service providers, Align personnel and/or certain other persons
associated with Align. Such co-investments typically involve investment and disposal of interests in the
applicable portfolio company at the same time and on the same terms as the Fund(s) making the investment.
However, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle may purchase
a portion of an investment from one or more Funds after such Funds have consummated their investment
in the portfolio company (also known as a post-closing sell-down or transfer).
As of December 31, 2023, Align manages approximately $1.5 billion in client assets on a
discretionary basis.