The Adviser is organized as a Delaware limited partnership and was formed on October 1, 2020.
The Adviser is an investment adviser registered with the SEC under the Advisers Act. BayPine
LP, a Delaware limited partnership, is a relying adviser and a subsidiary of the Adviser (the
“Management Company”, and collectively with the Adviser and its affiliates described below,
“BayPine”). The Management Company will utilize the Adviser’s personnel and the Adviser’s or
its affiliates’ systems, infrastructure and office space. The Management Company’s investment
committee (“Investment Committee”), which will direct Fund I’s and any Co-investing Funds’
(both defined below) investment activities, is comprised of Anjan Mukherjee (“Mr. Mukherjee”),
David Roux (“Mr. Roux”), Brian Frank (“Mr. Frank”), Marius Haas (“Mr. Haas”), Joel Hackney
(“Mr. Hackney”), Stephen Ko (“Mr. Ko”), Wan Ling Martello (“Ms. Martello”), Cory Eaves (“Mr.
Eaves”) and Tom O’Rourke (“Mr. O’Rourke”).
BayPine serves as an investment adviser and provides discretionary investment management and
advisory services to privately offered investment vehicles. The Adviser has sponsored, and the
Management Company manages, BayPine Capital Partners Fund I-A, L.P. (“Fund I-A”) and
BayPine Capital Partners Fund I-B, L.P. (“Fund I-B”, and together with “Fund I-A”, “Fund I”)
(collectively with any future private investment funds to which BayPine or its affiliates provide
investment advisory services, the “Funds”). BayPine has also sponsored four co-investment
vehicles: BayPine Pinnacle Co-Invest, LP; BayPine MTES Co-Invest, LP; BayPine MTES Co-
Invest I, LP; and MTES Co-Investment II, LP, each, and any future BayPine-sponsored co-
investment vehicle, a “Co-Investing Fund”, which are included in the defined term “Funds”, unless
otherwise noted. Each Fund has a special purpose vehicle designated as its general partner (each a
“General Partner”). The General Partner of Fund I (“Fund I GP”) is BayPine GP LP, a Delaware
limited partnership, which is a subsidiary of BayPine General Partner Holdings LP, a Delaware
limited partnership (the “GP Sponsor”).
BayPine Holdings GP LLC, a Delaware limited liability company, acts as the general partner of
the Adviser and the GP Sponsor. The Management Company and Fund I GP are controlled by
Messrs. Roux and Mukherjee. Fund I GP controls Fund I, and the Management Company manages
Fund I’s day-to-day affairs, including its portfolio investments. As discussed above, the
Management Company and Fund I GP are subsidiaries, respectively, of the Adviser and the GP
Sponsor, both of which are controlled by Messrs. Roux, Mukherjee and Frank. The Adviser, the
GP Sponsor, the Management Company and the General Partner are all subject to BayPine’s
policies and procedures.
The Funds are private equity funds and invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” BayPine’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. Where such investments consist of portfolio companies, the senior professionals or
other personnel of BayPine or its affiliates generally are expected to 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. BayPine does and may continue to direct
one or more of a Fund’s investments, or certain (or all) of such Funds’ investors’ (each, a “Limited
Partner” or “Investor” and collectively, the “Limited Partners” or the “Investors”) investment in
such Funds, or participation in such Funds’ investments, through alternative investment vehicles
(each, an “AIV,” and collectively, the “AIVs”) formed in connection with a specific investment,
or a specific type of investment. For purposes of this Brochure, references to a Fund will include
such Fund’s AIV(s), if any, but not any investors in such Fund or in such Fund’s AIV(s), if any.
BayPine’s advisory services to the Funds are detailed in the relevant
private placement memoranda
or other offering documents (each, a “Memorandum”), the limited partnership or other operating
agreements (each, a “Partnership Agreement” and, together with any relevant Memorandum, the
“Governing Documents”) and are further described below under Item 8: “Methods of Analysis,
Investment Strategies and Risk of Loss.”
All terms applicable to a Fund are generally established at or around the time of the formation of
such Fund and are only terminable as set forth in such Fund’s Governing Documents. The
descriptions set forth in this Brochure of specific advisory services that BayPine offers to the
Funds, and investment strategies pursued and investments made by BayPine on behalf of the
Funds, should not be understood to limit in any way BayPine’s investment activities. BayPine may
offer any advisory services, engage in any investment strategy and make any investment, including
any not described in this Brochure, that BayPine considers appropriate, subject, as applicable, to
the Funds’ investment objectives and guidelines and as set forth in the Funds’ applicable
Governing Documents.
Additionally, as permitted by the Governing Documents, BayPine has provided and expects to
continue to provide (or agree to provide) co-investment opportunities (including the opportunity
to participate in co-invest vehicles) to certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers,
portfolio company management or personnel. BayPine personnel and/or certain other persons
associated with BayPine and/or its affiliates, as described more fully below under Item 8:
“Methods of Analysis, Investment Strategies and Risk of Loss” – “Co-Investments”. 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,
for strategic, deal timing considerations and other reasons, a co-investor or co-invest vehicle
(including a co-investing Fund) will 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), which generally will have been funded through Fund investor
capital contributions and/or use of a Fund credit facility. Where appropriate, and in BayPine’s sole
discretion, BayPine 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 any such
amounts are not so charged or reimbursed (including charges or reimbursements required pursuant
to applicable law), they generally will be borne by the relevant Fund.
BayPine’s advisory services to the Funds are further described below under Item 8: “Methods of
Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds participate in the overall
investment program for the Fund but pursuant to the relevant Governing Documents, in certain
circumstances can be excused from a particular investment due to legal, regulatory, tax or other
agreed-upon circumstances; such arrangements generally do not and will not create an adviser-
client relationship between BayPine and any investor. BayPine and the General Partner have
entered, and expect to enter, into side letters or other similar agreements (“Side Letters”) with
certain investors in the applicable Fund that have the effect of establishing different or preferential
rights or terms, including but not limited to different Management Fee and Carried Interest (each,
as defined below) calculations, information rights, co-investment rights, and liquidity or transfer
rights under, or otherwise altering or supplementing the terms of, the relevant Governing
Documents with respect to such investors.
BayPine does not currently participate in any wrap fee programs.
As of March 30, 2024, the Adviser and its relying advisers managed $3,102,346,200 in client
assets on a discretionary basis.