Bansk Group LLC, a Delaware limited liability company and a registered investment
adviser, and its affiliated investment advisers provide investment advisory services to investment
funds privately offered to qualified investors in the United States and elsewhere. Bansk Group
LLC commenced providing investment advisory services in February 2021.
Bansk Group LLC’s clients generally include the following (each, a “Fund,” and
collectively, together with any future private investment fund to which Bansk Group LLC and/or
its affiliates provide investment advisory services, the “Funds”):
• Bastet Co-Investors, L.P. (“Bastet Co-Invest”)
• Bastet Partners LP (“Bastet Partners”)
• Ishtar Co-Invest-A LP (“Ishtar Co-Invest-A”)
• Ishtar Co-Invest-B LO (“Ishtar Co-Invest-B”)
• Oshun Co-Invest-A LP (“Oshun Co-Invest-A”)
• Oshun Co-Invest-B LP (“Oshun Co-Invest-B”)
• Centeotl Co-Invest A, LP (“Centeotl Co-Invest-A”)
• Centeotl Co-Invest B, LP (“Centeotl Co-Invest-B”) and
• Iaso Co-Invest, LP (“Iaso Co-Invest I”)
• Iaso Co-Invest II, LP (“Iaso Co-Invest II,” and together with Bastet Co-Invest,
Bastet Partners, Ishtar Co-Invest-A, Ishtar Co-Invest-B, Oshun Co-Invest-A, Oshun
Co-Invest-B, Centeotl Co-Invest-A, Centeotl Co-Invest B and Iaso Co-Invest I, the
“Co-Invest Funds”)
• Bansk Fund I-A, LP (“Fund I-A”)
• Bansk Fund I-B, LP (“Fund I-B”)
The following general partner entities are affiliated with Bansk Group LLC:
• Bansk Fund I GP, L.P.
• Bastet Co-Investors GP, L.P.
• Bastet Co-Invest (GP) LLC
• Iaso GP, LLC
• Bansk Fund I UGP, LLC
(each, a “General Partner,” and collectively, together with any future affiliated general
partner entities, the “General Partners,” and together with Bansk Group LLC and their affiliated
entities “Bansk Group”).
Each General Partner is subject to the Advisers Act pursuant to Bansk Group’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 Bansk Group.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Bansk Group’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. Where such investments consist of portfolio
companies, the senior principals or other personnel of Bansk Group or its affiliates 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.
Bansk Group’s advisory services to the Funds generally are detailed in the relevant private
placement memoranda or other offering documents (each, a “Memorandum”), investment
management agreements, limited partnership or other operating agreements of the Funds (each, a
“Partnership Agreement” and, 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 (generally referred to herein as “investors,” “limited
partners” or “partners”) participate in the overall investment program for the applicable Fund, but
in certain circumstances are excused from a particular investment due to legal, regulatory or other
agreed-upon circumstances pursuant to the Governing Documents; for the avoidance of doubt,
such arrangements generally do not and will not create an adviser-client relationship between
Bansk Group and any investor. The Funds or the General Partners are permitted to 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 Governing Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, Bansk Group has provided and
expects 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, Bansk Group personnel and/or certain other persons
associated with Bansk Group and/or its affiliates (e.g., a vehicle formed by Bansk Group’s
principals to co-invest alongside one or more Fund 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, 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, but
in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in
Bansk Group’s sole discretion, Bansk Group 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. Similarly, Bansk Group, an affiliate thereof or another party arranged by Bansk Group
reserves the right to purchase and hold an investment for the benefit of a Fund (e.g., in situations
where a newly operating Fund is still raising capital, establishing a subscription facility or for
various other administrative, operational or other reasons, as determined by Bansk Group). In such
circumstances, the applicable Fund purchases all or a portion of the investment from the holding
vehicle after the consummation of the investment. The holding period for any such arrangement is
intended to be short to avoid changes in the valuation of an investment, but, in certain instances,
could be well after the initial purchase by the holding vehicle. Where appropriate, and in Bansk
Group’s sole discretion, a Fund is expected to bear interest, reimburse the holding vehicle for the
Fund’s share of certain transaction costs and expenses and bear its portion of Supplemental Fees
(as described below) as are received by Bansk Group during the holding period.
As of December 31, 2023, Bansk Group managed $2,242,836,288 in client assets on a
discretionary basis. Bansk Group GP Limited, a Guernsey limited company, acts as the manager
of Bansk Group LLC. Bansk Group LLC is principally owned by certain trusts and other entities
established by or for the benefit of Bart Becht and members of his family, as described in more
detail in Bansk Group’s Form ADV Part 1, Schedules A and B. Prior to the formation of Bansk
Group, certain members and personnel of Bansk Group managed capital and investments for
certain of the Bansk Group principals’ and their respective families’ investment vehicles, trusts
and other estate planning vehicles, and typically oversaw the investment of proprietary capital in
the consumer and food and beverage sectors and other middle market companies. Such investment
vehicles, trusts and other estate planning vehicles generally are referred to herein collectively as
the “Bansk Group Investors”.