Arcapita Investment Management US Inc. (“Arcapita US”) is an investment advisory firm
based in Atlanta, Georgia. Arcapita US is a wholly-owned indirect subsidiary of Arcapita
Group Holdings Limited and part of a global group of affiliated financial services firms (the
“Arcapita Group”). The Arcapita Group’s headquarters are located in Bahrain.
Arcapita US is the United States (“US”) based investment advisory arm of the Arcapita Group
and focuses on making private equity and real estate investments in the US on behalf of the
Arcapita Group and its clients.
Arcapita US provides investment advice to the Arcapita Group on a non-discretionary basis
pursuant to a sub-advisory agreement (the “Sub-Advisory Agreement”) with Arcapita
Management Limited (“AML”), an offshore affiliate of the Arcapita Group. Pursuant to the
Sub-Advisory Agreement, Arcapita US is responsible for providing the following sub-advisory
services to AML on an ongoing basis: (i) sourcing potential US investment opportunities, (ii)
conducting due diligence and investment analysis of potential investment opportunities, (iii)
making investment recommendations to AML, (iv) implementing such investment
recommendation as are approved, (v) monitoring such investments, (vi) recommending exit
strategies to AML, and (vii) implementing such exit strategies as are approved.
Each of the private equity portfolio investments (a “Portfolio Company”) generated by
Arcapita US are typically held in a separate single asset fund sponsored by the Arcapita Group
(each a “PE Fund”). The PE Funds are organized and operated in accordance with Islamic
rules and principles. At the onset, the Arcapita Group will typically hold the entire interest in
a PE Fund (and, indirectly, the underlying Portfolio Company). At a later date, the Arcapita
Group will typically establish feeder funds (the “PE Syndication Vehicles”) through which a
portion of the Arcapita Group’s interest in a PE Fund will be sold to other third party
investors. Employees of the Arcapita Group (including employees of Arcapita US) may also
invest directly or indirectly in a Fund (or such Fund’s underlying Investment).
The real estate investments generated by Arcapita US are typically controlling equity
investments in real property. These controlling equity investments in real property are not
discussed in this Brochure. However, on occasion, Arcapita US may acquire a non-controlling
interest in a real estate asset or pool of real estate assets through a joint venture (a “Non-
Controlling Real Estate Investment”). Such Non-Controlling Real Estate Investments are
typically held in a separate single asset fund sponsored by the Arcapita Group (each a “RE
Fund”). The RE Funds are organized and operated in accordance with Islamic rules and
principles. At the onset, the Arcapita Group will typically hold the entire interest in a RE Fund
(and, indirectly, the underlying Non-Controlling Real Estate Investment). At a later date,
the
Arcapita Group will typically establish feeder funds (the “RE Syndication Vehicles”) through
which a portion of the Arcapita Group’s interest in a RE Fund will be sold to other third party
investors. Employees of the Arcapita Group (including employees of Arcapita US) may also
invest directly or indirectly in a RE Fund (or such RE Fund’s underlying Non-Controlling Real
Estate Investment).
Arcapita may, in the future offer other types of investment products including blind pool fund
that invest in either real estate or private equity, and which may or may not be offered to US
investors.
For purposes of this Brochure, (i) the Portfolio Companies and the Non-Controlling Real
Estate Investments may be referred to collectively as the “Investments,” (ii) the PE Funds and
the RE Funds may be referred to collectively as the “Funds,” and (iii) the PE Syndication
Vehicles and the RE Syndication Vehicles may be referred to collectively as the “Syndication
Vehicles.”
Arcapita US tailors its investment advisory activities to comply with the instructions given to
it by AML pursuant to the Sub-Advisory Agreement and with the investment objectives,
guidelines and restrictions set forth in the governing documents for each Fund (the “Fund
Governing Documents”). Arcapita US does not tailor its investment advice to the needs of any
particular investor in a Fund or Syndication Vehicle. However, in accordance with common
industry practice, the Arcapita Group, a Fund or a Syndication Vehicle may from time to time
enter into a “side letter” or similar agreement with an investor pursuant to which the investor
is granted specific rights, benefits or privileges that are not generally made available to all
investors. The terms of such “side letters” or similar agreements are generally not disclosed
to other investors in a Fund, except to investors that have separately negotiated for the right
to review such agreements. See “Item8–MethodsofAnalysis,InvestmentStrategiesandRisk
ofLoss”below for more details.
The Arcapita Group may, in its sole discretion, offer opportunities to one or more institutional
or strategic investors (each, a “Co-Investor”) to co-invest in a Fund’s Investment in a typical
“club deal” arrangement. The terms of each such co-investment will be as agreed between
the Arcapita Group and the relevant Co-Investor and could be different from those under
which the Fund makes its investment. For example, Co-Investors may negotiate preemptive
rights, rights of first approval, restrictions on transfer, board seats, blocking/consent rights
with respect to certain matters and buy/sell rights and/or the right to assume control upon
the occurrence of certain events. See “Item8–MethodsofAnalysis,InvestmentStrategiesand
RiskofLoss”below for more details.
As of the date hereof, Arcapita US had approximately $280,441,892 in regulatory assets under
management, all of which are managed on a non-discretionary basis.