Andalusian Private Capital, LP, a Delaware limited partnership and a registered
investment adviser, provides investment advisory services to investment funds privately offered
to qualified investors in the United States and elsewhere. Andalusian provides investment
advisory services to private investment funds (“Fund” or “Funds”) that it sponsors, and whose
investor base is principally drawn from certain individual and institutional investors (“Program
Participants”, and together with the Funds, “Clients”) who have entered into investment program
agreements with Andalusian (“IPAs”) for the presentation of investment opportunities sourced
by Andalusian and made available to Program Participants through the Funds (the “Program”).
The Funds are private equity funds structured as special purpose vehicles (each an
“SPV”), and which invest through negotiated transactions in a single operating entity or limited
number of operating entities, generally referred to herein as “portfolio companies.” Andalusian’s
investment advisory services to the Clients 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 Andalusian 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.
Andalusian’s advisory services to the Clients are detailed in the relevant private
placement memoranda or other offering documents (each, a “Memorandum”), investment
management agreements, limited partnership or other operating agreements (each, a “Partnership
Agreement” and together with the IPAs, the “Governing Documents”) and are further described
below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Program
Participants and other investors who invest in the Funds (generally referred to herein as
“investors” or “limited 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; such
arrangements generally do not and will not create an adviser-client relationship between
Andalusian and any investor. The Funds or their respective general partner entities, together with
any future affiliated general partner entities, (“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 Governing Documents with respect to such investors. Program Participants
generally retain the discretion to determine whether and in what amounts to participate (within
certain pro rata and other applicable investment thresholds, as further described in the IPAs and
Governing Documents) in
the Funds, though in certain instances Andalusian has the authority
under the applicable IPA to issue capital calls on behalf of a Fund for a portion of a Program
Participant’s commitment to the Program.
Additionally, as permitted by the Governing Documents, Andalusian expects to provide
(or agree to provide) co-investment opportunities (including the opportunity to participate in co-
invest vehicles) to certain current or prospective Clients and other third parties. Such co-
investors are expected to include market participants, finders, consultants and other service
providers, as well as portfolio company management or personnel and other investment vehicles
sponsored by, or associated with, certain Program Participants. Co-investors are further expected
to include Andalusian’s personnel and/or certain other persons associated with Andalusian
and/or its affiliates (e.g., a vehicle formed by Andalusian’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, for strategic and other reasons, a co-investor or co-invest
vehicle (including a co-investing Client) 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
Client investor capital contributions and/or use of an SPV 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 Andalusian’s
sole discretion, Andalusian 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.
Andalusian is a private investing group headquartered in Short Hills, New Jersey. The
firm has a flexible investment mandate focused on broad market themes across diverse sectors
and industries. Andalusian was co-founded by Jeffrey Kaplan and Nicholas Savasta. The firm
was launched with its Founding Investor, David Tepper, in July 2020. Jeffrey Kaplan serves as
President and Nicholas Savasta serves as Vice Chairman. The general partner of Andalusian
Private Capital LP is Andalusian Private Capital GP, LLC, a Delaware limited liability company.
The principal owners of Andalusian Private Capital LP are identified in Schedules A and B of
Andalusian’s Form ADV Part 1A. As of December 31, 2022, Andalusian manages
$1,137,357,241 in “non-discretionary” assets attributable to commitments made by Program
Participants to the Program, and $568,086,917 in discretionary assets attributable to the Funds.