LionTree Investment Management, LLC (“LionTree Manager”) is a Delaware limited
liability company and a registered investment adviser that began operations in July 2021.
LionTree Manager, and its affiliated investment advisers, provide investment advisory services to
private investment funds.
LionTree Manager’s clients include LionTree Investment Fund, L.P. (the “Fund”), W
Yahoo LLC (“W Yahoo”), LionTree Yahoo LLC (“LT Yahoo”) and LionTree Yuga Investment,
L.P. (“LT Yuga” and, together with W Yahoo, LT Yahoo and any future co-invest vehicles, the
“Co-Invest Funds”, and the Co-Invest Funds, together with the Fund and any future private
investment funds to which LionTree Manager or its affiliates provide investment advisory services,
the “Private Investment Funds”).
LionTree Manager is affiliated with LionTree Investment Fund GP, L.P. (the “General
Partner”), LT Yahoo GP LLC (“Yahoo GP”), LT Yahoo Manager LLC (“Yahoo Manager”)
and LionTree Yuga Investment GP LLC (“Yuga GP” and together with LionTree Manager, the
General Partner, Yahoo GP, Yahoo Manager and Yuga GP, “LionTree”).
Yahoo GP and Yahoo Manager (together, the “Relying Advisers”) are relying advisers of
LionTree Manager, and together with the General Partner, are registered under the Advisers Act
pursuant to LionTree Manager’s registration in accordance with SEC guidance. This Brochure
also describes the business practices of the General Partner and the Relying Advisers, which
together with LionTree Manager operate as a single advisory business. References in this
Brochure to LionTree Manager also include the Relying Advisers, as applicable.
The Fund invests in equity, debt and other securities in any assets or businesses operating
within technology, media, telecoms, consumer, and the global digital economy. LionTree’s
investment advisory services to the Private Investment Funds consist of identifying and evaluating
investment opportunities, negotiating, managing, financing and monitoring investments and
achieving dispositions for such investments.
LionTree’s investment advisory services to the Private Investment Funds are tailored in
accordance with such Private Investment Fund’s investment strategy as set forth in the applicable
private placement memorandum (or other applicable disclosure documents), partnership
agreement (or similar governing document) or investment management agreement (each a
“Governing Document,” and collectively, the “Governing Documents”). LionTree’s advisory
services are further described below under Item 8 “Methods of Analysis, Investment Strategies
and Risk of Loss.” LionTree advises private funds and could in the future advise separately
managed accounts or single investor vehicles.
LionTree investors participate in the overall investment program for the applicable Private
Investment Fund, but could be excused or excluded from a particular investment due to legal,
regulatory or other applicable constraints. Additionally, from time to time, LionTree is permitted,
in its sole discretion, to provide (or agree to provide) certain investors or other persons the
opportunity to participate in co-investment opportunities or in co-invest vehicles that will invest
in certain investments alongside a Private Investment Fund, including the Co-Invest Funds. From
time to time, co-investment opportunities will be offered to some and not to other Private
Investment Fund investors, and the consideration of the factors set forth above likely will result in
certain investors receiving multiple opportunities to co-invest while others expressing interest in
co-investments have the potential to receive none. LionTree’s exercise of discretion in allocating
investment opportunities could result in disproportionate allocations among investors that have
expressed interest in co-investment opportunities, and such allocations will likely be more or less
advantageous to some such investors relative to other such investors.
Such co-investments will be made at substantially the same time and on substantially the
same terms as those on which the Private Investment Fund invests, subject to applicable legal, tax,
regulatory or other similar considerations. A general partner or managing member of a Private
Investment Fund (each a “LionTree
GP”) or any of its affiliates, in its sole discretion, is permitted
to charge a carried interest in respect of any other co-investors or make an investment in any
vehicle formed in connection with any co-investment opportunity to the extent it is necessary or
advisable for legal, tax or regulatory considerations. Such co-investment will generally be sold or
otherwise disposed of concurrently with the sale or disposition by the Private Investment Fund of
a like proportion of the Private Investment Fund’s investment in the applicable portfolio company,
and only on substantially the same terms and conditions as those of the Private Investment Fund’s
sale or disposition of such investment, subject to applicable legal, tax, regulatory or other similar
considerations.
LionTree has entered, and will in the future enter, into side letters or other similar
agreements with certain investors that have the effect of establishing rights under, supplementing
or altering a Private Investment Fund’s partnership agreement or an investor’s subscription
agreement. Such rights or alterations could be regarding economic terms, fee structures,
distributions, withdrawal rights, information rights, co-investment rights (including the provision
of priority allocation rights to certain Limited Partners (as defined below) based on the timing or
amount of such Limited Partners’ commitments to one or more Private Investment Funds or as
otherwise determined by the general partner or managing member of such Private Investment
Fund), excuse rights applicable to particular investments, tax and structuring matters, notice
requirements, reporting obligations of the LionTree GPs, confidentiality obligations,
reimbursement for expenses, transfer rights, rights relating to the particular legal, regulatory or
public policy characteristics of the Limited Partner, or other representations, warranties or
diligence confirmations. Certain side letter rights are likely to confer benefits on the relevant
investor at the expense of the relevant Private Investment Fund or of investors as a whole,
including in the event that a side letter confers additional reporting, information rights and/or
transfer rights, the costs and expenses of which are expected to be borne by the relevant Private
Investment Fund. As a result of such rights, certain Limited Partners in the same Private
Investment Fund experience different returns and have access to information to which other
Limited Partners do not have access. A Limited Partner’s co-investment rights under a side letter
could result in fewer co-investment opportunities or limited allocations provided to other Limited
Partners. For the most part, any rights established, or any terms altered or supplemented will
govern only the investment of the specific investor and not the terms of a Private Investment Fund
as a whole and LionTree will not be required to offer such additional or different rights or terms
to any or all of the other Limited Partners. However, certain additional rights have the effect of
increasing the expenses borne by the Private Investment Fund or its Limited Partners not party to
the particular side letter, including for example with respect to costs incurred in providing a
Limited Partner additional information or reporting. Certain such additional rights but not all
rights, terms or conditions are permitted to be elected by certain sizeable investors with “most
favored nations” rights pursuant to the Fund’s partnership agreement but not all investors will
necessarily have “most favored nations” rights in respect of all or any of the more favorable terms
provided to others.
The information provided herein about the investment advisory services provided by
LionTree is qualified in its entirety by reference to the Fund’s Governing Documents, including
offering materials and limited partnership and subscription agreements.
As of December 31, 2023, LionTree has regulatory assets under management of
approximately $1,530,497,873 all of which is managed on a discretionary basis. LionTree is
principally owned by Aryeh B. Bourkoff.
As used herein, any references to “or” shall mean “and/or” and any references to
“including” shall mean “including, but not limited to.”