BBAM US LP (“BBAM US” or the “Adviser”) is a Delaware limited partnership with its principal
place of business in Dallas, Texas. The Adviser, together with its affiliates (collectively, “BBAM”
or “Babcock & Brown Aircraft Management”), is one of the world’s largest aircraft lessors. BBAM
was founded in 1989 and has been led by its founder and Chief Executive Officer, Steve Zissis,
since its inception. BBAM is a private partnership owned by its management team, affiliates of Onex
Corporation (“Onex”), an investment manager listed on the Toronto Stock Exchange, and affiliates
of GIC (“GIC” and, together with Onex, the “Strategic Partners”), a private company wholly
owned by the Government of Singapore. The Strategic Partners are operationally independent from
BBAM and do not participate in the day-to-day control of BBAM. BBAM has focused primarily
on aircraft leasing on behalf of its clients until 2023. The Adviser provides investment advice on
instruments that are “securities” for purposes of the Advisers Act.
BBAM US and certain affiliated advisers (each, an “Affiliated Adviser” or, collectively, the
“Affiliated Advisers,” and together with BBAM US, the “Advisers”) provide advisory services to
several privately offered pooled investment vehicles (each a “Fund” and collectively, the “Funds”)
focused on sourcing, buying, trading, and managing aviation-related investments and securities.
Certain Funds may make investments through alternative investment vehicles or special purpose
vehicles and other similar vehicles or funds that were formed to facilitate investments for tax,
regulatory, or other structuring reasons.
The Funds are generally organized as master-feeder structures. The persons and entities that invest
in the Funds (each, a “Limited Partner” and, collectively, the “Limited Partners”) generally invest
in the feeder funds (each a “Feeder Fund” and collectively, the “Feeder Funds”) which, in turn,
invest substantially all of their assets in a master fund (each a “Master Fund” and collectively, the
“Master Funds”). The Master Funds invest in securities and other assets as selected by the
Advisers. Investment advice is provided directly to the Funds and not individually to the Limited
Partners. In certain circumstances, for tax, regulatory, or other structuring reasons, Limited
Partners may be permitted to invest directly in the Master Funds. The Advisers investigate,
analyze, and negotiate potential investments and dispositions on behalf of the Funds. Investments
are made predominantly in aviation-related opportunities including, without limitation,
commercial passenger and freighter jet aircraft and related equipment, and certain securities,
including non-public companies, public companies, debt instruments and certain other instruments
that may be used for hedging purposes in connection with investments.
Each Fund has one or more general partners (the “General Partners”) that are affiliated with the
Advisers. Limited partnership interests in the Funds are not registered under the Securities Act of
1933,
as amended (the “Securities Act”) and the Funds are not registered under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests in the
Funds are privately offered and sold exclusively to Limited Partners who are “qualified
purchasers” as defined under the Investment Company Act and who are subject to certain other
conditions, which are detailed in the applicable offering documents, limited partnership
agreements, investment management agreement, or private placement memorandums (the
“Governing Documents”). Shares in the Funds are generally offered outside of the United States
to persons who are not “U.S. Persons,” as defined under Regulation S of the Securities Act, or who
are tax exempt U.S. Persons (or entities substantially composed of tax-exempt U.S. Persons), on a
private placement basis, and who are subject to certain other conditions, which are fully set forth
in the Governing Documents for the respective Funds.
From time to time and as permitted by the Governing Documents, the Advisers provide co-
investment opportunities to certain investors, including Limited Partners in the Funds, market
participants, finders, consultants, service providers, the Strategic Partners, and/or certain other
persons associated with BBAM or the Strategic Partners, including personnel and their family
members. Such co-investments often involve investment and disposal of interests in assets at the
same time and on the same terms as the Fund(s) making the investment. Certain Limited Partners
in Funds that are co-investment vehicles pay reduced or no management fees and/or are subject to
no or reduced carried interest.
BBAM US’ and the Affiliated Advisers’ advisory services to the Funds and any restrictions,
limitations, and investment descriptions are detailed in the Governing Documents. The individual
needs of Limited Partners in the Funds are not the basis for investment decisions by the Advisers
and Limited Partners in the Funds may not impose restrictions on types of securities in which the
Funds invest. Investment advice is provided directly to the Funds by the Advisers and not
individually to Limited Partners. The Advisers provide advice to the Funds based on specific
investment objectives and strategies described in the Governing Documents for each Fund.
Interests in the Funds are offered only to investors who meet certain eligibility conditions, which
are fully set forth in the Governing Documents of each Fund. The Advisers have in the past and
expect in the future to enter into agreements (often referred to as “side letters”) with certain Limited
Partners that grant terms which differ from those outlined in the Governing Documents. Certain
such additional rights but not all rights, terms or conditions may be elected by certain sizeable
investors with “most favored nations” rights pursuant to the Limited Partner’s side letters.
As of December 31, 2023, the Adviser managed approximately $3,445,827,125 in assets on a
discretionary basis on behalf of the Funds.