Who we are
Blue like an Orange Capital US LLC (“BlueOrange”, “our” or “we”) is a Delaware limited liability company.
Our office is in Washington, DC. In September 2022, we opened a branch office in Mexico City. We are a
subsidiary of Blue like an Orange SAS (“BlueOrange SAS”), a French holding company and a Related
Person. BlueOrange SAS is owned by certain of our related persons, as disclosed in our Form ADV Part 1
Schedule A. AXA group (“AXA”), through AXA Impact Fund, an unaffiliated minority shareholder, has a
board member in BlueOrange SAS.
Blue like an Orange Gestora de Recursos Ltda (“BlueOrange Gestora”), a subsidiary of BlueOrange SAS, is
a Brazilian company that provides us with research on local market issues that are relevant to our
activities (sources of investment opportunities in Brazil) and assistance in monitoring realized
investments. BlueOrange Gestora is regulated by the securities market authority in Brazil, Comissâo de
Valores Mobiliaros (“CVM”). Blue like an Orange Capital France SAS (“BlueOrange France SAS”), also a
subsidiary of BlueOrange SAS, is a French company that provides services to Blue like an Orange
Sustainable Capital Fund GP S.à r.l. (“Fund GP”) in relation to marketing of sub-funds (“Sub-Funds”) and
relations with investors. Both are Related Persons, disclosed in our Form ADV Part 1.
Mr Badré, Mr Kaldany and Ms Yannakis are our Managing Partners and members of our management
team (“Management” or “Management Team”). Mr Badré, Mr Kaldany, Chief Investment Officer (“CIO”)
and deputy Chief Compliance Officer (“deputy CCO”), Ms Yannakis, CLO and CCO, Cristina Penteado,
Managing Director and Head of Brazil, and Mauricio Orellana, Managing Director serve on our Investment
Committee (“IC”). The roles performed by these persons are discussed herein, as are the conflicts of
interest arising from these and the means used to address them.
What we do
We provide non-discretionary investment advisory services to our clients, which are Sub-Funds of Blue
like an Orange Sustainable Capital Fund SICAV-SIF SCS, an umbrella fund (“Fund”), discussed below. The
advice and recommendations that we generate go to FundRock LIS S.A. (“FundRock LIS”), a Luxembourg
société anonyme, under a non-discretionary investment advisory agreement (“Advisory Agreement”).
FundRock LIS is authorized and supervised by the Luxembourg
Commission de Surveillance du Secteur
Financier (“CSSF”) as an alternative investment fund manager (“AIFM”) under the Luxembourg Law of 12
July 2013 and the EU Alternative Investment Funds Directive. FundRock LIS is the AIFM to the Fund. We
make recommendations to FundRock LIS, who, in turn, acts upon those and causes a Sub-Fund to make a
loan. The advice that we provide to FundRock LIS is used for the Sub-Funds, not for FundRock LIS itself.
The Fund, Sub-Funds and the General Partner
The Fund has an umbrella structure and currently consists of three Sub-Fund(s), one of which is a feeder
fund. The Fund’s investment objective is to provide attractive risk-adjusted, market-level financial return
to achieve sustainable development from capital invested in eligible assets for the benefit of its investors
while reducing investment risks through diversification. Each Sub-Fund has its own pool of assets that
are or will be invested in accordance with the investment objective, investment policy and investment
restrictions applicable to that Sub-Fund.
The Fund general partner is Blue like an Orange Sustainable Capital Fund GP S.à r.l., a Luxembourg
société
à responsabilité limitée (“Fund GP”). The Fund GP has the power and authority to manage the business
and affairs of the Fund and its Sub-Funds. It is a Related Person and subject to our Code of Ethics (“Code”),
which is discussed in Item 11. Mr Badré and Ms Yannakis are Managers of the Fund GP. Due to a CSSF
requirement, Christian Hertz, Managing Director of FundRock LIS, is a Manager of the Fund GP. The Fund
GP is not an AIFM.
There are three Sub-Funds; of these, two make loans/investments and one is a feeder fund.
• Blue like an Orange Sustainable Capital Latin America Fund I (“Sub-Fund I”) seeks to achieve risk-
adjusted market-level financial returns through sustainable development investing in companies and
projects that serve the social, economic and environmental needs for entrepreneurs and businesses
in Latin America and the Caribbean. Lending takes the form of mezzanine debt and debt securities,
including but not limited to convertible bonds, high yield debt, warrants, hybrids and similar
instruments, such as certain equity-kickers. Sub-Fund I invests opportunistically in senior debt
investments with a risk/return profile consistent with Sub-Fund I’s stated overall risk/return profile.
With the final closing completed in May 2020, a total amount of $203.6m was raised for Sub-Fund I.
To date, close to 97% of the accepted commitments were drawn. Sub-fund I has committed to
sixteen investments. One of them was fully paid back.
• Blue like an Orange Sustainable Capital Latin America Fund II (“Master Fund II” or “Sub-Fund II”) has
an investment strategy similar to Sub-Fund I with two main differences. First, Sub-Fund II is able to
invest up to 20% of its net assets in Emerging Markets outside Latin America and the Caribbean.
Second, it is able to acquire and/or hold equity securities or interests in target companies in an
amount not more than 10% of its net assets. In order to avoid conflicts of interest, in no event will
equity instruments be made in a company where a Sub-Fund has invested or intends to make a loan.
After the fourth closing completed on May 25, 2023, a total of $251.8 was raised, of which
$216.4m has been accepted; these figures include the contribution of Blue like an Orange Sustainable
Capital Latin America Feeder Fund II (see below). As at December 31, 2023, 69.10% of the accepted
commitments are drawn. Sub-fund II has committed to 12 investments.
• Blue like an Orange Sustainable Capital Latin America Feeder Fund II (“Feeder Fund II” or “Sub-Fund
III”), incorporated in Luxembourg, aims to achieve its investment objective by pursuing a master-
feeder strategy. It is not for U.S. investors. Feeder Fund II will invest not less than 85% of its total net
assets in Sub-Fund II. Up to 15% of its total net assets may be reserved for liquidity needs, currency
hedging, as a margin to buffer for currency fluctuations or any other fees and expenses. After the
third closing was completed on May 25, 2023, a total of € 65.1m ($70.6
m)1 was raised. As of the date
of this Brochure, all of its assets are invested in Master Fund II. We do not provide investment
recommendations to FundRock Lis in respect of Feeder Fund II.
Upon receipt of funds from capital calls from investors and prior to investment, a Sub-Fund reserves the
right to invest such cash in one or more money market funds.
As of the date of this Brochure, we have RAUM of $455,390,078.
1 Using the European Central Bank’s EUR/USD exchange rate as of March 5, 2024.
How we work
We engage in the following activities on a continuous and regular basis:
• source, research, identify, evaluate and propose investment opportunities, through our own
network or the network of IDB Invest or Co-Investment Partners;
• perform due diligence in connection with such potential investments;
• research and formulate advice and recommendations;
• generate advice and recommendations and provide these to FundRock LIS;
• negotiate but not agree (this is a role of FundRock LIS) investment terms for loans;
• provide ongoing and active review and oversight of investments;
• monitor the performance of investments; and
• report on the social development impact of the investments of each Sub-Fund.
We work on our own, and with Inter-American Investment Corporation (“IDB Invest”) and other co-
investment partners (“Co-Investment Partners”), source opportunities for a Sub-Fund through the
network of existing clients of IDB Invest and the Co-investment Partners. We and the Fund GP are not
affiliated with IDB Invest, the Co-Investment Partners or their clients. IDB Invest acts as the lender of
record to make mezzanine
loans and a Sub-Fund buys participations in such loans with a Sub-Fund buying
the majority portion of such loans.
We have no power to exercise discretion or enter into any transaction or agreement for or on behalf of
a Sub-Fund. We cannot make investment decisions for a Sub-Fund.
We will, from time to time, be presented with investment opportunities that fall within the investment
objectives of Sub-Funds I and II. This allocation issue is a conflict of interest, particularly when the
availability of opportunities is limited or where, in compliance with our Code, a Supervised Person (a
director, officer or employee of us) has an investment. We will allocate the investment opportunities
according to each Sub-Fund’s stated investment objectives (and restrictions)
pro rata based on capital
commitments among the Sub-Funds. However, it may not be feasible to allocate such opportunities as
such; in this event, we would allocate on a basis that is reasonably determined in good faith to be fair
and reasonable taking into account all factors deemed relevant, including the sourcing of the transaction,
the nature of the investment focus, the relative amounts of capital available for investment, the nature
and extent of involvement in the transaction on the part of the respective teams of investment
professionals and other considerations deemed relevant in good faith. It may be the case that the
allocation process is bound by affirmative obligations to make certain investments for clients or accounts
that it manages or advises before or without offering such opportunities to a Sub-Fund. There can be no
guarantee under this policy that a Sub-Fund will receive any allocation of a particular investment
opportunity, even where such opportunity fits within a Sub-Fund’s investment strategy.
Co-investments
The Fund GP would in its sole discretion give investors in a Sub-Fund (other than the Management Team),
direct or indirect beneficial owners of BlueOrange or the Fund GP and unaffiliated third parties, an
opportunity to co-invest alongside a Sub-Fund, IDB Invest and the Co-Investment Partners in investments
on such terms (including with respect to fees and expenses) as the Fund GP in its sole discretion agrees
with such parties. The Management Team, BlueOrange, the AIFM, the Fund GP and any of their affiliates
are not permitted to coinvest with a Sub-Fund.
As provided for in the Fund and Sub-Funds co-investment policy, a co-investment opportunity is available
first to an investor in a Sub-Fund (other than a member of the Management Team) and only then to a
third party.
The Fund GP may allocate a larger proportion of any co-investment opportunity to investors of a class of
a Sub-Fund with a higher minimum commitment amount, and a smaller proportion to investors of a class
with a smaller minimum commitment amount, it being understood that, within each class, any co-
investment opportunity will be offered on equal terms to the investors of that class. No investor of any
given class will be treated more favorably than any other investors of the same class. Any excess co-
investment opportunity not initially taken up by investors in a Sub-Fund will be allocated in the discretion
of the Fund GP.
Each investor participating in a co-investment opportunity will be charged its pro rata share of: (a) the
fees, costs and expenses of establishing, maintaining, operating, managing, protecting and winding-up
any investment holding entity (including, but not limited to, any holdings partnerships or blocker entities
as may from time to time be established by the Fund GP), including any subsidiary or intermediate
vehicle, including if necessary employee costs of such entity (and, for the avoidance of doubt, no such
employee will provide any services to the Fund GP or us); (b) any and all transaction and administration
fees, expenses and taxes (including, without limitation, brokerage, due diligence, investment banking,
financial advisory, legal, accounting, surveyor and travel fees (which may include non-commercial travel,
only to the extent no reasonable alternative mode of transportation is available) and accommodation
expenses and other professional fees) with respect to the acquisition, monitoring or disposal, or the
proposed disposal, of the investment and related expenses in connection therewith; and (c) accounting,
due diligence, legal, and other service providers in relation to the investment. Investors in a Sub-Fund
will bear all broken deal expenses (including the portion attributable to any co-investment partners who
may have invested in such co-investment opportunity were it to have been made), to the extent not
otherwise reimbursed.
Investments by the Management Team and our affiliates
The Management Team and direct or indirect beneficial owners of BlueOrange or the Fund GP will invest
in a Sub-Fund on the same terms as unaffiliated third-party investors in that Sub-Fund.
The Management Team is not eligible for any co-investment opportunities and will not pay management
fees and general partner reimbursements or performance fees, referred to in this Brochure as Carried
Interest (defined below), related to their investments in a Sub-Fund, and will not have voting rights.
Notwithstanding this, the members of the Management Team are indirect owners of BlueOrange Special
Limited Partner SCSp (“Special Limited Partner”), a Luxembourg SCSp, which has a
de minimis (0.2%)
ownership investment in the Fund and, indirectly, in a Sub-Fund, and, through this, are indirect owners
of the Sub-Funds and will receive some portion of Carried Interest.
How the Fund GP works
The Fund GP has the exclusive power to administer and manage the Fund and its Sub-Funds and to
determine the investment objective, investment policy and investment restrictions applicable to each
Sub-Fund, and the course of conduct of the management and business affairs of the Fund and the Sub-
Funds. The Fund GP appointed FundRock LIS as AIFM and will act upon FundRock LIS’s investment
decisions.
We have in place a service agreement with the Fund GP by which it provides us with certain
administrative, legal, compliance and financial services.
Funding structure
Organizational funding for us and for the Fund GP came from Fee HoldCo, a Luxembourg special limited
partnership. Fee HoldCo is owned by Blue Orange Equity TopCo SCSp (“Equity TopCo”) and was financed
through loans from Blue Orange Debt TopCo SCSp (“Debt TopCo”), a Luxembourg special limited
partnership. Investors in Equity TopCo and Debt TopCo are U.S. and non-U.S. persons, including Mr
Badré, Mr Kaldany and Ms Yannakis and unaffiliated third parties. Debt TopCo, Equity TopCo and Blue
Orange Carry Management SCSp (“Carry Management”) are the co-owners of BlueOrange Carry HoldCo
SCSp (“Carry HoldCo”), a Luxembourg special limited partnership. The members of our Management
Team are investors in Carry HoldCo and Fee HoldCo through Carry Management SCSp and Fee
Management SCSp (“Management Companies”), both Luxembourg special limited partnerships.
Fee HoldCo and Carry HoldCo were established to receive fee income and Carried Interest from the Fund.
The members of the Management Team will receive a portion of these fees and Carried Interest via their
investment in the Management Companies. The Special Limited Partner, a subsidiary of Carry HoldCo,
and a direct investor in the Sub-Funds, will receive Carried Interest from the Sub-Fund.
AXA Impact Fund, a French registered
Fonds Commun de placement, Equity TopCo and Fee Management
are the three shareholders of BlueOrange SAS. In July 2023, AXA Impact Fund granted a loan facility to
BlueOrange SAS for €2.0m ($2.2m); as of the date of this Brochure, the total amount was drawn do
wn. 2
Because members of the Management Team hold multiple roles across these partnerships and
companies, have through them provided organizational funding to us, vote on the repayment of this
organizational funding and will receive Carried Interest, there are multiple conflicts of interest with
respect to our funding structure. The conflicts of interest and the means to address these conflicts are
disclosed in this Brochure at Item 10.