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Adviser Profile

As of Date 03/27/2024
Adviser Type - Large advisory firm
Number of Employees 8
of those in investment advisory functions 8
Registration SEC, Approved, 5/28/2019
AUM* 455,390,078 21.22%
of that, discretionary 0
Private Fund GAV* 289,214,852
Avg Account Size 227,695,039 21.22%
SMA’s No
Private Funds 2
Contact Info 202 xxxxxxx
Websites

Client Types

- Pooled investment vehicles

Advisory Activities

- Portfolio management for pooled investment vehicles

Compensation Arrangments

- A percentage of assets under your management
- Fixed fees (other than subscription fees)

Recent News

Reported AUM

Discretionary
Non-discretionary
376M 322M 268M 215M 161M 107M 54M
2019 2020 2021 2022 2023

Private Funds



Employees

Private Funds Structure

Fund Type Count GAV
Fund TypePrivate Equity Fund Count2 GAV$289,214,852

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Brochure Summary

Overview

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 down. 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.