BPCM, a Delaware limited partnership, provides investment advisory services to
investment funds privately offered to qualified investors in the United States and elsewhere.
BPCM commenced operations in August 2018 and is registered with the SEC as an investment
adviser.
BPCM’s clients are private investment funds (the “Funds,” and each, a “Fund”) to which
BPCM or its affiliates provide investment advisory services.
One or more affiliates of BPCM serve as the general partners of the Funds (each such entity
in such capacity, a “General Partner,” and collectively, the “General Partners,” and together
with BPCM and their affiliated entities, “Brighton Park”).
Each General Partner is subject to the Advisers Act pursuant to BPCM’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 BPCM.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Brighton Park’s 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. Although investments are made predominantly in non-public
companies, investments in public companies are permitted in certain circumstances. From time to
time, where such investments consist of portfolio companies, the senior principals or other
personnel of Brighton Park generally serve on such portfolio companies’ respective boards of
directors or otherwise act to influence control over management of portfolio companies in which
the Funds have invested.
Brighton Park’s advisory services to the Funds are detailed in the applicable private
placement memoranda or other offering documents (each, a “Memorandum”), investment
management agreements, limited partnership or other operating agreements (each, a “Partnership
Agreement” and, as applicable, together with any relevant Memorandum, the “Governing
Documents”) and are further described below under “Methods of Analysis, Investment Strategies
and Risk of Loss.” In performing investment advisory services for the Funds, BPCM acts as the
manager (the “Management Company”), to provide advisory personnel and services. The
advisory services of the Management Company are described herein. Investors in the Funds
participate in the overall investment program for the applicable Fund, but in certain circumstances
can be excused from a particular investment due to
legal, regulatory or other agreed-upon
circumstances pursuant to the relevant Governing Documents; such arrangements generally do not
and will not create an adviser-client relationship between Brighton Park and any investor. The
Funds or the General Partners generally 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 relevant Governing
Documents with respect to such investors.
Additionally, from time to time and as permitted by the relevant Governing Documents,
Brighton Park provides (or agrees to provide) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain investors or other persons, including
other sponsors, market participants, finders, consultants and other service providers, Brighton
Park’s personnel and/or certain other persons associated with Brighton Park (e.g., a vehicle formed
by Brighton Park’s principals to co-invest alongside a particular Fund’s transactions). Such co-
investments typically involve investment and disposal of interests in the applicable portfolio
company at the same time and on the same terms as the Fund making the investment. However,
from time to time, 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 in the portfolio company (also known as a post-closing sell-
down or transfer), which generally will have been funded through Fund investor capital
contributions and/or 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. Where appropriate, and in Brighton Park’s sole
discretion, Brighton Park 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 such
amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2023, Brighton Park managed approximately $3,827,895,397 in client
assets on a discretionary basis. Brighton Park Capital Management, L.L.C., a Delaware limited
liability company, acts as the general partner of BPCM. BPCM is controlled by Brighton Park
Capital Management, L.L.C.