LionTree Partners is a Delaware limited liability company and a registered investment
adviser that began operations in May 2012. LionTree Partners is a private equity firm that focuses
on providing co-investment opportunities to qualified investors (“Investors” or “Limited
Partners”) on select private equity transactions. For each co-investment, LionTree Partners
creates one or more special purpose vehicles (each a “Fund” and, collectively, the “Funds” and,
together with any future special purpose vehicles to which LionTree Partners or its affiliates
provide investment advisory services, the “Private Investment Funds”) to hold the portfolio
company co-investment. The Private Investment Funds to which LionTree Partners provides
investment advisory services include:
• LionTree Co-Investments LLC
• LionTree Ripken LLC
• LionTree West Opportunity LLC
• LionTree PE Co-Investment (QP) LLC
• LT Venture Access Fund LLC
• LT Venture Access Fund A LLC
• LionTree GL LLC
• W Articulate LLC
• LionTree Articulate LLC
• LionTree PB LLC
• LionTree Articulate Blocker LLC
The Adviser and or its affiliate participates in every investment opportunity along with a
select group of qualified Investors. The Adviser has in the past formed and could in the future
form one or more limited liability companies in connection with the management of a new Fund
(each a “Manager” and, collectively, the “Managers”). The Managers include:
• LT West-OP LLC
• LionTree Articulate Manager LLC
In addition, LT Venture Access Manager LLC (collectively with the Managers, the
“LionTree Managers”) is a relying adviser of LionTree Partners (collectively with the LionTree
Managers, “LionTree”).
The LionTree Managers are registered under the Advisers Act pursuant to LionTree
Partners’ registration in accordance with SEC guidance. This Brochure also describes the business
practices of the LionTree Managers, which together with LionTree Partners operate as a single
advisory business.
LionTree Partners’ investment strategy is to find investment opportunities as a co-investor
in the private equity, venture capital and growth space. LionTree focuses on creative industries
and the digital economy, including with respect to video gaming, sports betting, e-commerce,
consumer packaged goods, financial technology, health and wellness, and audio, among other
areas. LionTree also has experience in certain core sub-sectors of global media, such as content
creation and distribution. Co-investment opportunities typically will be offered to some and not
to other 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, and often will, 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.
LionTree provides investment advice
directly to the Private Investment Funds in
accordance with such Private Investment Fund’s investment strategy as set forth in its limited
liability company agreement (or similar governing document) and/or investment management
agreement (each a “Governing Document”, and collectively, the “Governing Documents”) and
does not tailor its advisory services to the individual needs of a Private Investment Fund’s
Investors. In addition, the Adviser does not accept Investor-imposed investment restrictions.
LionTree’s advisory services are further described below under Item 8 “Methods of Analysis,
Investment Strategies and Risk of Loss.”
LionTree has in the past 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 limited liability company agreement. Such rights or
alterations could be regarding economic terms, fee structures, withdrawal rights, information
rights, reporting obligations of the LionTree Managers, transfer rights, or rights or terms necessary
in light of particular legal, regulatory or public policy characteristics of an Investor. Certain side
letter rights are likely to confer benefits on the relevant investor at the expense of the relevant 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 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 govern
only the investment of the specific Investor and not the terms of such Fund as a whole. 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 limited
liability company agreement.
The information provided herein about the investment advisory services provided by
LionTree is qualified in its entirety by reference to the Funds’ Governing Documents, including
limited liability company agreements.
As of December 31, 2023, LionTree has regulatory assets under management of
approximately $167,375,151. All of LionTree’s regulatory assets under management are 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.”