American Infrastructure Partners (“AIP”) was organized as a Delaware limited liability company
in 2018. American Infrastructure Partners continues the infrastructure-focused investment
business pioneered by Robert B. Hellman, Jr. during his time with American Infrastructure
Funds, L.L.C. (“AIM”), and McCown De Leeuw & Co. (“MDC”) as further described in Item 10
below. American Infrastructure Partners provides discretionary investment advice and
administrative and ministerial support to pooled private investment vehicles, typically organized
as Delaware limited partnerships (the “Funds”), pooled co-investment vehicles typically organized
as Delaware limited liability companies or Delaware limited partnerships (the “Co-Investment
Vehicles”), and separately-managed accounts for institutional clients (the “SMA clients” and
together with the Funds and Co-Investment Vehicles, the “Advisory Clients”). The Advisory
Clients are not registered under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), and the securities of the Advisory Clients are not registered under
the Securities Act of 1933, as amended (the “Securities Act”). The Advisory Clients make
primarily private investments in infrastructure and real property-based assets and businesses that
seek to generate attractive current yield with significant potential for long-term capital
appreciation.
American Infrastructure Partners’ advisory services consist of investigating, identifying and
evaluating investment opportunities, structuring, negotiating and making investments on behalf
of the Advisory Clients, managing and monitoring the performance of such investments and
disposing of such investments. The Funds have limited terms, at the conclusion of which final
distributions will be paid to investors. The Co-Investment Vehicles are generally open only to
investors in the Funds (“Fund Investors”), though American Infrastructure Partners (and its
affiliates) has the right to and may make exceptions in the future. The SMA clients will often
invest alongside Funds and Co- Investment Vehicles that share the same or similar investment
strategy.
Affiliates of American Infrastructure Partners serve as the respective general partners or
managers of the Funds and Co-Investment Vehicles (as applicable) (collectively, the “GPs”).
Each GP is a related person of American Infrastructure Partners and is under common control
with American Infrastructure Partners.
Each Fund and Co-Investment Vehicle is governed by a limited partnership agreement or a limited
liability company agreement, as applicable, and each SMA client by an investment management
agreement (the “Governing Documents”) that specify the investment guidelines and restrictions
applicable to the Advisory Client. In addition, the private placement memoranda or similar offering
documents prepared for the Investors of each Advisory Client also contain information regarding
the intended investment program for such Advisory Client. American Infrastructure Partners,
together with the GPs, provides investment management and administrative services to the
Advisory Clients in accordance with the applicable Governing Documents and private placement
memoranda or other offering materials. Each of the GPs retains management authority over the
business and affairs, including investment decisions, of the Advisory Clients for which it serves
as general partner or manager.
The Investors in the Funds and Co-Investment Vehicles are “accredited investors” (as defined in
Regulation D under the Securities Act) or “qualified purchasers” (as defined in the Investment
Company Act), and may include, among others, high net worth individuals, trusts, estates, limited
partnerships and limited liability companies.
It should be noted that each of the GPs has full and exclusive management authority over all
investments, asset dispositions, distributions, and other affairs of its respective Fund or Co-
Investment Vehicle. While the GPs maintain ultimate discretionary investment authority over the
respective Fund or Co-Investment Vehicle assets, American Infrastructure Partners has been
delegated the role of investment adviser to the Funds or Co-Investment Vehicles pursuant to
certain Investment Management Agreements between American Infrastructure Partners and the
GPs (the “Management Agreements”).
The GPs and their members will be subject to the Investment
Advisers Act of 1940 (the “Advisers
Act”) and rules thereunder, and to all of American Infrastructure Partners’ compliance policies
and procedures, including but not limited to American Infrastructure Partners’ code of ethics,
conflict of interest, insider trading, personal securities transactions reporting, and recordkeeping
policies and procedures. Each of the members of the GPs will be deemed “persons associated
with” American Infrastructure Partners (as defined in section 202(a)(17) of the Advisers Act) and
will be subject to SEC examination. As such, references to American Infrastructure Partners in
this Brochure should also be considered references to the GPs in the appropriate context.
Currently, American Infrastructure Partners advises private funds formed for the purpose of
investing inU.S. post offices (the “Postal Fund”), New American Bridges (the “NABF”), and one
SMA client, a non-US insurance company. The SMA client shares the same investment strategy as
the Postal Fund and will make the same investments as the Postal Fund. The following describes the
nature of American Infrastructure Partners’ advisory services with respect to its Advisory Clients:
Postal Infrastructure Fund
The Postal Fund was established to make acquire, consolidate, and improve
privately owned U.S. postal facilities and seeks to deliver both attractive current
income and equity returns to Fund Investors.
NABF
NABF was established to make private investments in fully-private, toll-based
bridges designed for motor vehicles. These infrastructure investments are expected
to generate stable, recurring cash flows that will increase with inflation and
demographic growth. The Fund expects to have majority ownership in each bridge
in which it invests, and full discretion on setting and changing toll rates.
Individually, or together as a portfolio, the Fund’s investments can be restructured
as MLPs, REITS or other similar entities.
Co-Investment Vehicles
The Co-Investment Vehicles are pooled investment vehicles which co-invest with
Funds in deals which have investment opportunities exceeding the capacity of the
Funds. The Co-Investment Vehicles will generally be open only to Investors in the
Funds, though American Infrastructure Partners may in the future permit certain
other investors to invest in the Co-Investment Vehicles. Investors in Co-
Investment Vehicles are referred to herein as “Co-Investors”, and together with
Fund Investors, are referred to as the “Investors.” American Infrastructure Partners
and/or the GPs have sole discretion regarding when to create a Co-Investment
Vehicle that will invest alongside a Fund. American Infrastructure Partners
organizes a Co-Investment Vehicle to co-invest with a Fund in a particular
investment when American Infrastructure Partners determines in good faith that
the available investment opportunity exceeds the total amount that is in the Fund’s
best interests to invest.
As noted above, the only clients of American Infrastructure Partners are the Funds and
Co-Investment Vehicles. American Infrastructure Partners tailors its investment advice to
each such Advisory Client in accordance with the Advisory Client’s investment
objectives and strategy as set forth in the relevant Governing Documents and confidential
private placement memorandum or other offering document, as applicable. American
Infrastructure Partners does not tailor its advisory services to the individual needs of
Investors in its Funds or Co-Investment Vehicles, and Investors may not impose
restrictions on investing in certain securities or types of securities.
The Investors in each Fund or Co-Investment Vehicle are able to negotiate the terms of the
applicable Governing Documents only in connection with their investments in such Advisory
Client at the time of its organization, but the relevant GP may enter into side-letter terms with a
particular Investor.
The terms of the applicable Governing Document are tailored to the needs of each SMA client,
and SMA clients may impose restrictions on investing in certain securities or types of securities.
American Infrastructure Partners does not participate in wrap fee programs.
Robert B. Hellman, Jr. is the principal owner of American Infrastructure Partners. As of
December 31, 2023, American Infrastructure Partners manages approximately $1,559,458,349 of
Advisory Client assets on a discretionary basis.