About the Firm
Ariel Alternatives, LLC, a Delaware limited liability company and registered investment adviser
(“Ariel Alternatives”), and its affiliated investment advisers provide investment advisory services
to investment funds privately offered to qualified investors in the United States and elsewhere.
Ariel Alternatives commenced operations in February 2021 and is the private asset management
arm of Ariel Investments, LLC, a global value-based asset management firm and registered
investment adviser founded in 1983.
Major business leaders from a variety of disciplines have come together to serve on Ariel
Alternatives’ board of managers (the “Board of Managers”). The Board of Managers is responsible
for overseeing the business and management of Ariel Alternatives and Ariel Alternatives provides
compensation to the members of the Board of Managers in exchange for their service. Effective
November 1, 2023, the Board of Managers was expanded to include additional members, all of
whom had previously served as members of Ariel Alternatives’ board of advisers (the “Advisory
Board”). The members of the Advisory Board, who together with the members of the Board of
Managers, were sometimes and previously referred to as “accelerants,” and certain members of
the Advisory Board historically provided advice and consultation to the Board of Managers and
Ariel Alternatives. Effective October 31, 2023, the Advisory Board was dissolved in an effort to
streamline the governance of Ariel Alternatives.
Ariel Alternatives’ Advisory Services
Ariel Alternatives’ clients include the following (each, a “Fund,” and collectively with any future
private investment fund to which Ariel Alternatives and/or its affiliates provide investment
advisory services, the “Funds”):
• Project Black, LP, a Delaware limited partnership (“Project Black Fund”);
• Project Black Coordinated Participation Fund, LP, a Delaware limited partnership
(“Project Black CP Fund”); and
• Project Black Sparta II Inclusion Co-Investment, LLC, a Delaware limited liability
company (“Project Black Sparta Fund”; and together with Project Black CP Fund, the
“Co-Invest Vehicles”; and collectively with Project Black Fund and Project Black CP
Fund, “Project Black”).
The following general partner or manager entities are affiliated with Ariel Alternatives (each, a
“General Partner,” and collectively with any future general partners or managers that may be
formed from time to time, the “General Partners”):
• Project Black GP, LP, a Delaware limited partnership;
• Project Black Coordinated Participation Fund GP, LP, a Delaware limited partnership;
and
• Project Black Sparta II Inclusion Co-Investment Manager, LP, a Delaware limited
partnership.
The following relying adviser is affiliated with Ariel Alternatives (the “Relying Adviser,” and
collectively with any future relying advisers that may be formed from time to time, the “Relying
Advisers,” and collectively with Ariel Alternatives and the General Partners, “Ariel Alternatives”
or the “Firm”):
• Project Black Management Company, LLC (“Project Black Management”).
Each General Partner is subject to the Investment Advisers Act of 1940, as amended (the “Advisers
Act”) pursuant to Ariel Alternatives’ registration in accordance with SEC guidance, and each
Relying Adviser is registered under the Advisers Act pursuant to Ariel Alternatives’ registration.
This Brochure also describes the business practices of the General Partners and the Relying
Advisers, which collectively operate as a single advisory business together with Ariel Alternatives.
The Funds are private equity funds and invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” Ariel Alternatives’ 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. From time to time, where such investments consist
of portfolio companies, the senior principals or other personnel of Ariel Alternatives 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.
Ariel Alternatives’ advisory services to the Funds 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 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 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 Ariel
Alternatives and any investor. The Funds or the General Partners are authorized 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.
Synchrony Financial and Truist Financial Corporation are the sole investors of Project Black CP
Fund and Project Black Sparta Fund, respectively, and have each committed to co-invest up to
$100 million through their respective Co-Invest Vehicles. Paget L. Alves serves on the board of
directors of Synchrony Financial, in addition to serving on the Board of Managers of Ariel
Alternatives and the board of directors of Sorenson Communications, LLC (“Sorenson”), a Project
Black portfolio company. The investors of the Co-Invest Vehicles are otherwise unaffiliated with
Ariel Investments and Ariel Alternatives.
Mellody Hobson is (a) a co-founder of Ariel Alternatives, (b) Co-CEO and President of Ariel
Investments, the majority-owner of Ariel Alternatives, (c) an investor in Project Black Fund and
(d) a member of the board of directors of JPMorgan Chase & Co (“JPM”). Project Black’s
investment strategy arose in part due to discussions between Ms. Hobson and JPM to consider and
facilitate the goals embodied by Project Black’s investment strategy. To boost Project Black’s
impact, and as an expression of JPM’s alignment with Project Black’s purpose and values, JPM
has agreed to co-invest alongside Project Black on a no-fee, no-carry basis in investment
opportunities with excess capacity and will potentially provide up to $200 million to be invested
in such opportunities in JPM’s discretion through investment vehicles managed and controlled by
JPM.
In connection with this arrangement, JPM has been granted certain co-investment rights, including:
(1) the right (but not the obligation in respect of any investment) to invest in excess investment
opportunities (i.e., only in investment opportunities in which Ariel Alternatives determines that
excess capacity exists because Project Black Fund and the Co-Invest Vehicles will not take all of
the available investment opportunity) alongside Project Black Fund and (to the extent applicable)
the Co-Invest Vehicles, in each case, in an amount not to exceed 25% of the aggregate equity
investment made in such portfolio company by Project Black Fund, JPM and any other Project
Black Fund co-investors (including the Co-Invest Vehicles); (2) access to information about
Project Black Fund’s investment program, including with respect to Project Black Fund’s
investment pipeline; and (3) the opportunity to review applicable transaction documents and
reasonably request terms and conditions with respect thereto, which Ariel Alternatives will seek
to include, subject in each case to its regulatory and fiduciary obligations to Project Black Fund
and the Co-Invest Vehicles. It is expected that JPM will make and dispose of investments alongside
Project Black Fund substantially at the same time and substantially on the same terms as Project
Black Fund, subject to legal, tax, regulatory, accounting, and other considerations.
Additionally, from time to time and as permitted by the Governing Documents, Ariel Alternatives
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, including Operations Group
members (as defined below), and other service providers, Ariel Alternatives’ personnel and/or
certain other persons associated with Ariel Alternatives and/or its affiliates (e.g., a vehicle formed
by Ariel Alternatives’ 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-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. Where appropriate, and in Ariel Alternatives’ sole
discretion, Ariel Alternatives 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 such
amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2023, Ariel Alternatives managed $1,624,115,559 in client assets on a
discretionary basis. Ariel Alternatives is controlled by Ariel Investments, LLC, a Delaware limited
liability company (“Ariel Investments”), which in turn is controlled by Ariel Capital Management
Holdings, Inc., an Illinois corporation (“Ariel Holdings”). Ariel Holdings is controlled by John W.
Rogers, Jr., Chairman, Co-CEO, and Chief Investment Officer of Ariel Investments. Mr. Rogers
is a principal owner of Ariel Investments. Mellody Hobson, Co-CEO and President of Ariel
Investments, is the other principal owner.