Northlane Capital Partners, LLC, a Delaware limited liability company (the “Company”) is a registered
investment adviser based in Bethesda, Maryland. The Company and its affiliated entities provide
investment advisory services to investment funds privately offered to qualified investors in the United
States and elsewhere. The Company, the General Partners (as defined below) and their respective
affiliates are referred to collectively herein as “Northlane” or the “Firm”. The Company commenced
operations in 2016.
Northlane’s clients include the following (each, a “Fund,” and collectively together with any future private
investment fund to which Northlane provides investment advisory services, the “Funds”):
Northlane Capital Partners I, LP (“Fund I”)
Northlane Capital Partners II LP (“Fund II”)
The following general partner entities are affiliated with Northlane:
Northlane Capital Partners I GP, LP (“Fund I GP”)
Northlane Capital Partners II GP LP (“Fund II GP”)
Northlane Capital Partners III GP LP (“Fund III GP”)
(each, a “General Partner,” and collectively, together with any future Northlane general partner entities,
the “General Partners,”).
Each General Partner is subject to the Advisers Act pursuant to the Company’s registration in accordance
with SEC guidance. This Brochure also describes the business practices of the General Partners, which
operate as a single advisory business together with the Company.
The Funds are private equity funds and invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” Northlane’s 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. Where Fund investments consist of portfolio companies, the senior principals or other
personnel of Northlane 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.
Northlane’s 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 of the Funds (each, a “Partnership Agreement”) and are further
described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the
Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall
investment program for the applicable Fund, but in certain circumstances can be excused from
a particular
investment due to legal, regulatory or other agreed‐upon circumstances pursuant to the Partnership
Agreement; such arrangements generally do not and will not create an adviser‐client relationship
between Northlane and any investor. The Funds or the General Partners generally enter into Side Letters
or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing
rights (including but not limited to different fee structures, information rights, co‐investment rights and
liquidity or transfer rights) under, or altering or supplementing the terms of, the relevant Partnership
Agreement with respect to such investors.
Additionally as permitted by the relevant Partnership Agreement, Northlane expects to provide (or agree
to provide) investment or co‐investment opportunities (including the opportunity to participate in co‐
invest vehicles) to certain current or prospective investors or other persons, including other sponsors,
market participants, finders, Consultants (as defined below) and other service providers, portfolio
company management or personnel, Northlane personnel and/or certain other persons associated with
Northlane and/or its affiliates. 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 making the
investment. However, for strategic and other reasons, a co‐investor or co‐invest vehicle (including a co‐
investing Fund) purchases 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), which generally will have been funded through Fund investor capital contributions and/or use
of a Fund credit facility. Any such purchase from a Fund by a co‐investor or co‐invest vehicle generally
occurs shortly after the Fund’s completion of the investment to reduce the likelihood of any changes in
valuation of the investment but in certain instances could be well after the Fund’s initial purchase. Where
appropriate, and in Northlane’s sole discretion, Northlane reserves the right to charge interest on the
purchase to the co‐investor or co‐invest vehicle (or otherwise equitably to adjust the purchase price under
certain conditions), and to seek reimbursement to the relevant Fund for related costs (including charges
or reimbursements required pursuant to applicable law). However, to the extent any such amounts are
not so charged or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2023, Northlane managed $945,559,412 in client assets on a discretionary basis.
Northlane does not manage assets on a non‐discretionary basis. The Company is controlled by its principal
owners, Justin DuFour, Sean Eagle and Eugene Krichevsky (the “Principals”).