The Management Company (collectively with its affiliates, “BlackSand”), a Delaware
limited liability company and a registered investment adviser, and its affiliated investment advisers
provide investment advisory services to investment funds privately offered to qualified investors
in the United States and elsewhere. BlackSand Capital commenced operations in May 2010.
BlackSand Capital’s clients include the following (each, a “Fund,” and collectively,
together with any future private investment fund to which BlackSand Capital and/or its affiliates
provide investment advisory services, the “Funds”):
• BlackSand Capital Opportunity Fund I, L.P. (“BSC I”)
• BlackSand Capital Opportunity Co-Investment Fund I, L.P. (“BSC Co-Invest”)
• BlackSand Capital Opportunity Fund II, L.P. (“BSC II”)
• BlackSand Capital Opportunity Fund II-A, L.P. (“ BSC II-A”)
• BlackSand CE (International) Co-Invest, L.P. (“BS CEI”)
• BlackSand CE (Domestic) Co-Invest, L.P. (“BS CED”)
• BlackSand PE Co-Invest, L.P. (“BS PE”)
• BlackSand RLR Domestic Co-Invest, LP (“BS RLRD”)
• BlackSand RLR International Co-Invest, LP (“BS RLRI”)
(BSC I, BSC II and BSC II-A each, a “Main Fund,” and collectively, the “Main Funds.”
BSC Co-Invest, BS CEI, BS CED, BS PE, BS RLRD and BS RLRI each, a “Co-Invest Fund,”
and collectively, the “Co-Invest Funds”).
The following general partner entities are affiliated with BlackSand Capital:
• BlackSand Capital Management I, LLC (“BCM I”)
• BlackSand Capital Management II, L.P. (“BCM II”)
• BlackSand Capital Management II-A, L.P. (“BCM II-A”)
• BlackSand Capital Management Co-Invest, L.P. (“BCM Co-Invest”)
• BSC RLR GP, LLC (“BSC RLR”)
(BCM I, BCM II, BCM II-A, BCM Co-Invest and BSC RLR each, a “General Partner,”
and collectively, together with any future affiliated general partner entities, the “General
Partners,” and collectively with BlackSand Capital and any affiliated advisory entities, each, an
“Adviser,” and collectively, the “Advisers”).
BCM I is separately registered with the SEC as an investment adviser. Each of BCM II,
BCM II-A, BCM Co-Invest and BSC RLR is subject to the Advisers Act pursuant to BlackSand
Capital’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
BlackSand Capital.
The Funds invest through negotiated transactions primarily in Hawaii-based real estate and
real estate-related assets, generally referred to herein as “portfolio companies” or “portfolio
investments.” The Advisers’ 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. Where such investments
consist of operating entities, the senior principals or other personnel of the Advisers or their
affiliates generally serve on such operating entities’ respective boards of directors (or equivalent
governing body) or otherwise act to influence control over management of operating entities and
other assets in which the Funds have invested.
The Advisers’ advisory services to the Funds are detailed in the relevant 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 together with any relevant
Memorandum, the “Governing Documents”) 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,” “limited partners” or “partners”)
participate in the overall investment program for the applicable Fund, but in certain circumstances
are excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the Governing Documents; for the avoidance of doubt, such
arrangements generally do not and will not create an adviser-client relationship between any
Adviser and any investor. The Funds or the General Partners have entered, and expect in the future
to enter, 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 Governing Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, the Advisers expect to provide
(or agree to provide) 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 and other service providers, portfolio
investment management or personnel, the Advisers’ personnel and/or certain other persons
associated with or related to the Advisers and/or their affiliates (e.g., a vehicle formed by the
Adviser and/or Adviser personnel to co-invest alongside one or more Fund transactions). Such co-
investments typically involve investment and disposal of interests in the applicable portfolio
investment at substantially the same time and on substantially 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 (also known as a post-closing sell-down or
transfer), which generally will have been funded through Fund investor capital contributions
and/or the 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 avoid any
changes in valuation of the investment, but in certain instances could be well after the Fund’s
initial purchase. Where appropriate, and in the applicable Adviser’s sole discretion, the Adviser
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. However, to the extent any such amounts are
not so charged or reimbursed (including charges or reimbursements required pursuant to applicable
law), they generally will be borne by the relevant Fund.
As of December 31, 2023, BlackSand Capital managed approximately $474,526,720 in
client assets on a discretionary basis. BlackSand Capital is principally owned and controlled by
Bert A. Kobayashi, Jr. and Ian MacNaughton (together, the “Principals”). While Mr.
MacNaughton remains a Principal owner and control person of BlackSand Capital, he has
delegated day-to-day management responsibilities and the authority to make investment decisions
to Mr. Kobayashi, who serves as Chairman and Chief Executive Officer of BlackSand.