Great Mountain Partners LLC (the “Registrant” and, together with its affiliated entities as
described below, “GMP”), a Delaware limited liability company, provides investment advisory
services to investment funds privately offered to qualified investors in the United States and
elsewhere.
GMP’s clients include private investment funds (the “Funds,” and each, a “Fund”) to which
GMP or its affiliates will provide discretionary investment advisory services. Such Funds may invest
directly in operating entities (“Direct Funds”) or in third-party managed investment funds (“Investor
Services Funds”).
The Registrant or one of its affiliates serves as the general partner or manager of each of the
Funds (each such entity in such capacity, a “General Partner”). Each General Partner is subject to
the Investment Advisers Act of 1940, as amended (the “Advisers Act”) pursuant to the Registrant’s
registration in accordance with SEC guidance. This Brochure also describes the business practices
of the General Partners and, as applicable, any management companies or other special purpose
entities functioning as “relying advisers” of the Registrant.
The Direct Funds generally invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” GMP’s investment advisory services to the
Direct Funds consist of identifying and evaluating investment opportunities, negotiating the terms
of investments, managing and monitoring investments and achieving dispositions of such
investments. Although investments are made predominantly in non-public companies, investments
in public companies are permitted in certain circumstances. The senior principals or other personnel
of GMP or its affiliates may serve on portfolio companies’ respective boards of directors or
otherwise act to influence control over management of the portfolio companies in which the Direct
Funds have invested.
The Investor Services Funds generally invest in third-party managed funds (“Third-Party
Funds”) and direct investments in companies and projects alongside such third-party funds (“Co-
Investments”).
GMP’s advisory services to the Funds are detailed in the applicable private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, management services agreement, limited partnership, limited liability company 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.” Investors in the Funds participate in
the overall investment program for the applicable Fund, but may be excused from a particular
investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant
Governing Documents. The Funds or the General Partners may 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, GMP
expects to provide (or agree to provide) co-investment opportunities (including the opportunity to
participate in co-investment vehicles) to certain investors or other persons, including other
sponsors, market participants, finders, consultants and other service providers, GMP’s personnel
and/or certain other persons associated with GMP (e.g., a vehicle formed by GMP’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-investment vehicle may purchase 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). Any such purchase from a Fund by a co-investor or
co-investment 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 GMP’s sole discretion,
GMP is authorized to charge interest on the purchase to the co-investor or co-investment 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.
Jonathan Rotolo and Alexander Thomson each serve as managers and are members of the
Registrant.
GMP does not currently participate in any wrap fee programs.
As of December 31, 2023, the Registrant has $10,592,680,510 in regulatory assets under
management.