A. North Peak Capital Management, LLC (“Adviser”), a Delaware limited liability company, is an
investment adviser formed in 2015 and principally owned by Jeremy Kahan and Michael Kahan.
Since August 2015, the Adviser has been managing the private fund assets of North Peak Capital
Partners, LP (a section (3(c)(1) exempt onshore fund). On June 1, 2018, the Adviser launched North
Peak Capital Partners II, LP (a section 3(c)(7) exempt onshore fund), on July 1, 2018, launched North
Peak Capital Fund II, Ltd. (a section (3(c)(7) exempt offshore fund) for offshore and non-taxable U.S.
investors, on February 1, 2023 launched North Peak Capital Alpha Fund, LP (a section 3(c)(7) exempt
onshore fund) and on March 1, 2023, launched North Peak Capital Ultra Fund, LP (a section 3(c)(7)
exempt onshore fund), known collectively as (the “Funds”). The Adviser began managing a
Separately Managed Account (“SMA”) on June 1, 2022. The Adviser also manages three special
purpose vehicles: North Peak Special Opportunity Partners, LLC, a single stock special purpose
vehicle (“SPV”) launched on January 1, 2020; North Peak Special Opportunity Partners II, LLC, a
single stock special purpose vehicle (“SPV II”) launched on July 10, 2020; North Peak Special
Opportunity Partners III, LLC, a single stock special purpose vehicle (“SPV III”) launched on April 1,
2021; (collectively, the “SPVs”). The Adviser registered with the SEC effective on April 27, 2018.
B. Adviser offers the following types of advisory services:
i. Separately Managed Account (“SMA”) Portfolio Management: Adviser provides investment
advice to an institutional separately managed account client on a discretionary basis by
recommending a select number of highly researched publicly traded equity securities that
are capable of compounding earnings over a multi-year time horizon. The SMA will
primarily focus on equities that the Adviser believes to be mispriced relative to future
earnings and free cash flow. While the account will be long-biased, the Adviser will
selectively take short positions in companies that are secularly challenged, companies that
the Adviser believes are fundamentally mispriced relative to estimates of future earnings
and ETFs.
ii. Private Fund Portfolio Management: The Adviser provides investment advice to the Funds
based on the investment objective of the Funds, and the Funds in-turn invest its assets into
securities. The investment objective of the Funds is to achieve superior capital appreciation
over a multi-year time horizon. The Funds employ a private equity style approach to the
public markets. The Adviser seeks to make a select number of highly researched
investments each year in companies that are capable of compounding earnings over a
multi-year time horizon. The Funds will primarily focus on equities that the Adviser believes
to be mispriced relative to future earnings and free cash flow. While the Funds will be long-
biased, the Adviser will selectively take short positions (in the Funds, that allow for shorting)
in companies that are secularly challenged, companies that the Adviser believes are
fundamentally mispriced relative to estimates of future earnings and ETFs.
Investors in the onshore Funds are limited partners (“Limited Partners”) and shareholders
(“Shareholders”) in the offshore fund. The General Partner solely responsible for the
management of the onshore Funds is North Peak Capital GP, LLC. North Peak Capital GP,
LLC is also the Managing
Member of the SPVs. The Limited Partners and Shareholders of
the Funds are not clients of Adviser; each prospective Limited Partner and Shareholder must
confer with his or her own adviser to determine the suitability and appropriateness of an
investment in the Funds. This document is not an offer to sell or a solicitation of an offer
to buy interests in the Funds. Such an investment is made only after receipt and review of
the corresponding Fund Confidential Private Placement Memorandum or Confidential
Explanatory Memorandum (the “Memorandum”). The Memorandum contains important
information concerning risk factors and other material aspects of the corresponding Fund
and it must be read carefully before making an investment decision. The information in
this document is qualified in its entirety by, and should be read in conjunction with, the
information contained in the Memorandum. A copy of the corresponding Memorandum
is available upon request to the Adviser by persons who are “accredited investors” as
defined under Regulation D of the Securities Act of 1933 or “qualified purchasers” under
the Investment Company Act.
Investors in the SPVs are Members. The Members of the SPVs are not clients of the Adviser;
each prospective Member must confer with his or her own adviser to determine the
suitability and appropriateness of an investment in the SPVs. This document is not an offer
to sell or a solicitation of an offer to buy interests in the SPVs. Such an investment may be
made only after receipt and review of the corresponding SPV’s Limited Liability Company
Agreement (the “LLC Agreement”). The LLC Agreement contains important information
concerning risk factors and other material aspects of the corresponding SPVs and it must
be read carefully before making an investment decision. The information in this document
is qualified in its entirety by, and should be read in conjunction with, the information
contained in the LLC Agreement. A copy of the corresponding LLC Agreement is available
upon request to the Adviser by persons who are “accredited investors” as defined under
Regulation D of the Securities Act of 1933.
The Adviser provides investment advice to the SPVs based on the investment objective of the
specific vehicle. SPV’s investment objective is to generate capital appreciation through an
investment in a publicly listed online food-delivery services company. SPV II’s investment objective
is to generate capital appreciation through an investment in a publicly listed, US-based developer
and manager of timeshare resorts. SPV III’s investment objective is to generate capital appreciation
through an investment in a publicly listed, consumer fitness services company.
C. The Adviser tailors its private fund portfolio management services to the Funds based on the
investment objective of the Funds. The Adviser’s recommendations will allocate portions of the
Funds’ assets to various asset classes classified according to historical and projected risks and rates
of return. The Adviser does not provide tailored investment advice to the Limited Partners of the
Funds, but the Funds may impose restrictions on investing in certain securities or types of securities
so long as such restrictions may reasonably be implemented by Adviser.
D. The Adviser does not participate in any wrap fee programs.
E. The Adviser has the following amount of discretionary regulatory assets under management
calculated as of December 31, 2023:
i. Discretionary: $1,873,800,000