Background
GASC, a Delaware limited partnership, was formed in 2005 and has approximately $82.7 billion1 of
assets under management as of December 31, 2023. All of such assets are managed by GASC,
together with General Atlantic L.P., a Delaware limited partnership (“GA LP”), and the General
Partners (as defined below), on a discretionary basis, other than the assets managed by GASC APF,
L.P. (the “GA Credit Adviser”). GASC APF, L.P. is a wholly owned subsidiary of GASC and an
investment adviser for certain investment funds focused on making credit investments.
As of January 1, 2024, GASC and its subsidiaries have more than 285 investment professionals
(including Portfolio Management and Value Creation Group professionals) located across 17 offices
(Amsterdam, Beijing, Hong Kong, Jakarta, London, Miami, Mexico City, Mumbai, Munich, New
York (2), San Francisco, São Paulo, Shanghai, Stamford, Singapore and Tel Aviv). GASC is
principally owned by its general partner, GASC SubCo, LLC, a Delaware limited liability company
(“GASC SubCo”), and General Atlantic Partners, L.P. (“GA Partners”), as a limited partner. GA
Partners is principally owned by General Atlantic Management Holdco, L.P., a Delaware limited
partnership, and GA GenPar Holdco (Bermuda), L.P., a Bermuda exempted limited partnership, as
limited partners, and by GASC GP, LLC, a Delaware limited liability company (“GASC GP”), as its
general partner. General Atlantic Management Holdco, L.P. is owned by GASC GP as its general
partner, and certain Managing Directors, Operating Partners and other professionals of GASC as its
limited partners. GA GenPar Holdco (Bermuda), L.P. is owned by GAP (Bermuda) L.P., a Bermuda
exempted limited partnership, as its general partner, and certain Managing Directors, Operating
Partners and other professionals of GASC as its limited partners. GAP (Bermuda) L.P. is owned by
GAP (Bermuda) GP Limited, a Bermuda exempted company, as its general partner, and certain
Managing Directors, Operating Partners and other professionals of GASC as its limited partners.
GAP (Bermuda) GP Limited is wholly owned by GA Partners. William E. Ford is the only individual
limited partner that indirectly owns over 25% of GASC. No individual controls more than 25% of
GASC.
GASC’s general partner, GASC GP, is wholly owned by GASC MGP, LLC, a Delaware limited
liability company (“GASC MGP”). GASC MGP’s Partnership Committee (formerly, the
Management Committee) determines the strategic and major policy decisions of GA, oversees and
1 “AUM” refers to the assets managed by GASC. Assets Under Management equals the sum of: (i) the aggregate fair
value of the investments held by GA’s investment vehicles and (ii) Dry Powder. “Dry Powder” refers to the aggregate
amount of capital GA is entitled to call from Limited Partners as of December 31, 2023, pursuant to the terms of their
respective capital commitments for future investments or management fees and expenses, including the amount of
capital that is committed to be invested by the Sponsor Co-Investors in our investment vehicles, and excluding
investments that have been made using our subscription credit facilities, but have not yet been called from our capital
partners. For the GA Core Program, this reflects the amount of capital that is committed to be invested by the Core
Program Sponsor Co-Investors over a calendar year. However, the actual amount of capital invested by the Sponsor
Co-Investors in the Core Program is tied to an annual investment target that is set at the beginning of each year for
the GA Core Program. In the event the actual amount invested by the GA Core Program in that year exceeds or falls
short of the investment target, the actual amount of capital invested by the Sponsor Co-Investors will be higher or
lower than the amount of capital that was originally committed to be invested. AUM does not include the Personal
Investment Vehicles (as defined herein).
controls GA’s affairs and business, and is the steward of culture for GASC MGP and, indirectly,
GASC GP, GA Partners and GASC. As of March 1, 2023, GASC MGP’s Partnership Committee is
comprised of William E. Ford (Chairman and CEO), Gabriel Caillaux (Global Head of Climate, Head
of EMEA), Martín Escobari (Head of Global Growth Equity, Head of Latin America, Chairman of
the Investment Committee), David Hodgson (Vice Chairman) and Christopher G. Lanning (Chief
Legal Officer, General Counsel). The Partnership Committee has delegated oversight of day-to-day
business activities and certain strategic and balance sheet matters to the Executive Committee. The
Executive Committee is comprised of William E. Ford, Martín Escobari, Gabriel Caillaux, Albert T.
Smith (Global Head of Credit), Christopher Kojima (Global Head of Capital Solutions), Anton J,
Levy (Chairman of Global Technology), Edward G. Tompkins (Chief Operating Officer), Michael
Gosk (Chief Financial Officer), Christopher G. Lanning, and Annie Paydar (Global Head of Human
Capital). GASC MGP is owned by certain senior Managing Directors of the firm.
GASC manages third-party capital for (i) its global growth equity strategy, which is comprised of the
General Atlantic Core Program (the “GA Core Program”), companion funds to the GA Core
Program (“Companion Funds”), (ii) GASC’s credit strategy (“GA Credit”), which is comprised of
funds making credit investments, (iii) GASC’s liquidity solutions strategy, which is comprised of the
Continuation Vehicles (as defined herein), and (iv) certain LP Co-Investment Vehicles (as defined
herein) that participate in certain investments alongside other GA Clients (as defined below).
As publicly announced, certain affiliates of GASC recently entered into a transaction agreement with
Actis LLP and certain of its affiliates (collectively, “Actis”) pursuant to which certain affiliates of
GASC will acquire Actis. Upon the consummation of the transaction, which is expected at the end
of the second quarter or during the third quarter of 2024, Actis will become the sustainable
infrastructure arm within GA’s global investment platform. The transaction is subject to customary
closing conditions, including regulatory and anti-trust approvals and investor consents.
A. Global Growth Equity Business
GA Core Program
Through the GA Core Program, General Atlantic2 focuses on investments across the growth spectrum
(generally private, but sometimes public), primarily targeting later-stage growth companies, but may
from time to time invest in emerging growth companies, which are earlier stage investments where
GA believes there is a potential for outsized returns, and pre-revenue stage life sciences companies.
The GA Core Program invests in six industry sectors (Technology, Financial Services, Healthcare,
Consumer, Life Sciences and Climate) and the following geographic regions: United States, China,
Europe, Middle East and Africa (“EMEA”), India and Southeast Asia, and Latin America. These
industry and geographic sectors may evolve over time to reflect increasing globalization and other
emerging trends.
GASC and GA LP currently raise third party capital for the GA Core Program by entering into
individual commitment agreements (each, a “Commitment Agreement”) with investors (each, a
2 Where appropriate, “General Atlantic” or “GA” may refer to GASC (including its relying advisers) or one or more
General Partners or GASC (including its relying advisers) and the General Partners, collectively.
“Core Program Limited Partner”)3 for the purpose of making investments in portfolio companies.
Pursuant to its Commitment Agreement, each Core Program Limited Partner (i) commits to make
capital contributions to private investment vehicles (the “Core Program Partnerships”), of which
the Core Program Limited Partners are limited partners or members and GA LP or one of its affiliates
serves as general partner, manager or managing member (or analogous control person) (a “General
Partner”) and (ii) agrees to pay management fees (referred to as service fees) (“Management Fees”)
to GASC for its investment advisory and management services. The Core Program Partnerships make
investments in portfolio companies, directly and indirectly through affiliated entities.
A Core Program Limited Partner may invest in the Core Program Partnerships through a Five-Year
Commitment, an Evergreen Commitment or a Pooled Managed Account in the following manner:
Individual Managed Accounts.
Five Year Commitments. A Core Program Limited Partner may commit capital to GA
LP for investments in portfolio companies and other uses pursuant to a Commitment
Agreement with a five-year commitment period (a “Five-Year Commitment”).
Evergreen Commitments. A Core Program Limited Partner that commits $100 million
or more to GA LP for investments in portfolio companies and other uses may enter
into a Commitment Agreement that does not have a fixed capital commitment or a
fixed commitment period (an “Evergreen Commitment”). Under an Evergreen
Commitment, a Core Program Limited Partner has a series of notional commitment
periods that continuously renew, subject to the right of such Core Program Limited
Partner to elect under certain circumstances to convert to a commitment with a fixed
capital commitment and fixed commitment period.
Pooled Managed Accounts. An investor may invest in the Core Program Partnerships by
committing capital for a five-year commitment period to a pooled investment vehicle (a
“Pooled Managed Account”), of which such investor is a limited partner and a General
Partner is the general partner. In turn, the Pooled Managed Account enters into a Commitment
Agreement with GA LP and GASC pursuant to which such Pooled Managed Account makes
a Five-Year Commitment. The Pooled Managed Account is a Core Program Limited Partner.
In addition to participating in a Pooled Managed Account, an investor in a Pooled Managed
Account (a “Pooled Account Investor”) may also be a Core Program Limited Partner with a
separate Commitment Agreement.
GA LP and GASC may enter into Commitment Agreements with investors at any time, including
investors making new commitments, Core Program Limited Partners increasing their commitments,
Core Program Limited Partners renewing their commitments and Core Program Limited Partners who
wish to change their Five-Year Commitments to Evergreen Commitments, or vice versa, or who
renew their Five-Year Commitments through a Pooled Managed Account. An investor may invest
through a Pooled Managed Account only at the time that General Atlantic determines to offer interests
3 Unless otherwise indicated, a “Core Program Limited Partner” also means the Pooled Managed Accounts, as
described below.
in a new Pooled Managed Account. As noted above, a Pooled Account Investor may also be a Core
Program Limited Partner with a separate Five-Year Commitment or Evergreen Commitment.
Subject to the terms of the Commitment Agreements and the limited partnership agreements of the
Core Program Partnerships, GA has, and may in the future, enter into a Commitment Agreement with
a strategic investor who is subject to terms that may vary from the terms applicable to other Core
Program Limited Partners (which terms may require Core Program Limited Partner consent). Such
different terms may impact the other Core Program Limited Partners. To date, GA has entered into
one such strategic investor arrangement, which focuses on investment opportunities in China (as
defined in the Commitment Agreements) and results in such strategic investor receiving an allocation
of a predetermined percentage of the capital that the GA Core Program invests in a new investment
in China.
GASC provides investment advisory and management services to the Core Program Limited Partners
who enter a Five-Year Commitment and an Evergreen Commitment, as well as the Pooled Managed
Accounts, each of which is a client of GASC.
Companion Funds
The Companion Funds are investment vehicles or accounts (including, without limitation, pooled
investment funds) managed by GASC or its affiliate and established to co-invest alongside the GA
Core Program in all or a subset of investment opportunities (including follow-on investments) that
fall within the investment focus of the GA Core Program. The terms of the Companion Funds vary
from the terms applicable to the GA Core Program. As of the date of this Brochure, GASC has
established two sets of Companion Funds. Additional Companion Funds may be established at any
time, with the consent of the limited partner advisory committee of the GA Core Program (the
“Core
LP Advisory Committee”).
Other Global Growth Equity Advisory Clients
In addition to the GA Clients described above, subject to the terms of the Commitment Agreements,
GASC may also establish, sponsor and manage from time to time: (i) one or more single investor
vehicles or separate accounts managed by GASC or its affiliate and whose overall investment
mandate is the same or substantially similar to that of the GA Managed Account Program and whose
total investor capital commitment to any one such vehicle or account is equal to at least $500 million
(a “Similar Single Account”); and (ii) one or more investment vehicles or accounts (including,
without limitation, pooled investment funds) managed by GASC or its affiliate and whose principal
objective is to invest in a subset of investments which would otherwise be suitable for the GA
Managed Account Program based on the overall investment mandate of the GA Managed Account
Program at the time such vehicle or account is being established (a “New Focused Client”). As of
the date of this Brochure, GASC has not established any Similar Single Accounts or New Focused
Clients, however, the Actis funds will be deemed New Focused Clients after closing of the transaction
described above. The terms of any Similar Single Account or New Focused Client are determined by
GASC upon their establishment, subject to the terms of the Commitment Agreements and, in the case
of any New Focused Client, with the prior consent of the Core LP Advisory Committee.
The Core Program Limited Partners, the Companion Funds, Similar Single Accounts and New
Focused Clients, and any LP Coinvestment Vehicles that are formed to invest alongside any of the
foregoing, are collectively referred to herein as the “Global Growth Equity Clients,” and investors
in the Global Growth Equity Clients are collectively referred to herein as the “Global Growth Equity
Limited Partners.”
B. GA Credit
The GA Credit Adviser manages a strategic credit strategy. The GA Credit Adviser serves as an
investment adviser to certain pooled investment vehicles (each, individually, a “GA Credit Fund”
and, collectively, the “GA Credit Funds”). The GA Credit Funds have in the past and may in the
future include pooled investment vehicles that invest in a credit strategy primarily focused on making
investments in publicly-traded or broadly-traded debt, bonds and similar credit products (the “Public
Debt Funds”). In addition to existing and future pooled investment vehicles (which may include
funds-of-one), the GA Credit Adviser expects in the future to advise one or more separately managed
accounts (collectively with the GA Credit Funds and the Public Debt Funds, the “GA Credit Clients”
and each a “GA Credit Client”). The GA Credit Adviser provides discretionary investment
management services to each GA Credit Client pursuant to separate investment advisory agreements.
References herein to the GA Credit Adviser shall be deemed to refer to the GA Credit Adviser as a
relying adviser of GASC.
Investment management services provided to each GA Credit Client are tailored to such GA Credit
Client’s specific investment strategy, objectives, limitations and restrictions, as set forth in each
investment advisory agreement, commitment agreement, private placement memorandum, limited
partnership agreement and/or other constituent document, as applicable (collectively, the “Governing
Documents”) of the GA Credit Clients. While the GA Credit Clients generally seek to primarily
make debt investments, certain investments are also expected to be in the form of, or include a
component of, common equity, preferred equity or warrants, and are further described in the
Governing Documents. The investors in the GA Credit Clients are referred to herein, collectively, as
the “Credit Limited Partners.”
Pursuant to the Commitment Agreements, GASC or its affiliates may establish, sponsor and manage
from time to time one or more investment vehicles or accounts (including, without limitation, pooled
investment funds) managed by GASC or its affiliate and having an investment focus that is not
substantially similar to the investment focus of the GA Managed Account Program (each, a “New
Other Client”). As of the date of this Brochure, the GA Credit Clients are the only New Other
Clients.
C. Liquidity Solutions
GASC serves as an investment adviser to one or more investment vehicles (including pooled
investment funds or single investor vehicles) managed by GASC or its affiliate and whose principal
objective at the time of establishment is to purchase one or more existing investments of the GA Core
Program from the Core Program Partnerships and Sponsor Coinvestment Funds (“Continuation
Vehicles”). The terms of the Continuation Vehicles vary from the terms applicable to the GA Core
Program and the Companion Vehicles and are set forth in the Governing Documents of the
Continuation Vehicles. As of the date of this Brochure, GASC has established three sets of
Continuation Vehicles. GA will consult with the Core LP Advisory Committee prior to establishing
a new GA Continuation Vehicle. Unless GA offers each Limited Partner that has an interest in the
investment being sold the option to roll all or portion of such interest to the Continuation Vehicle, the
approval of the Core LP Advisory Committee will be required.
D. Limited Partner Coinvestment Vehicles
GASC serves as an investment adviser to various co-investment vehicles structured to facilitate
investments by third party co-investors (the “LP Coinvestment Vehicles”) alongside other GA
Clients. The terms of the LP Coinvestment Vehicles vary from the terms applicable to the GA Core
Program. As of the date of this Brochure, GASC has established numerous LP Coinvestment Vehicles
that participate in investments alongside the Core Program Partnerships and the Sponsor
Coinvestment Funds.
E. Sponsor Coinvestment Funds
GASC provides investment advisory and management services to pooled coinvestment funds (the
“Sponsor Coinvestment Funds”) in which affiliates, partners, members and employees (and former
partners, members and employees) of GASC or its subsidiaries and persons who maintain or
previously maintained a professional or business relationship (including individuals that serve or
formerly served as Senior Advisors to GASC or its subsidiaries) with GA LP, GASC or GASC
subsidiaries invest their own capital (the “Sponsor Coinvestors”) in or alongside other GA Clients,
other than the Personal Investment Vehicles, including the Core Program Partnerships, the
Companion Funds, the Continuation Vehicles and the GA Credit Clients. GA LP or another General
Partner serves as general partner, manager or managing member (or analogous control person) of the
Sponsor Coinvestment Funds.
The Sponsor Coinvestment Funds invest side-by-side with other GA Clients, or through other GA
Clients, in portfolio companies or investments of the other GA Clients, generally on the same terms
and conditions as the investments made by such other GA Clients in portfolio companies, except that
the Sponsor Coinvestment Funds do not make any performance-based allocations to the General
Partners. Regardless of whether a Sponsor Coinvestment Fund invests through a GA Client or side-
by-side with a GA Client, the Sponsor Coinvestment Fund makes the same investment, disposition,
voting and other decisions with respect to portfolio companies as such GA Client. The Sponsor
Coinvestors do not pay Management Fees to GASC or its affiliates with respect to their participation
in the Sponsor Coinvestment Funds; however, once a Sponsor Coinvestor is no longer employed by
GASC or its subsidiaries, such departed Sponsor Coinvestor will generally bear an annual
administrative charge.
For closed-ended GA Clients, the Sponsor Coinvestors make a commitment to the Sponsor
Coinvestment Fund for the duration of the GA Client’s investment period. With respect to the GA
Core Program, the Sponsor Coinvestors do not make a five-year commitment to the Sponsor
Coinvestment Funds, and instead have an annual (or shorter) commitment to the Sponsor
Coinvestment Funds. Effective as of January 1 of each calendar year, General Atlantic determines
the persons who may participate as Sponsor Coinvestors in the Sponsor Coinvestment Funds for the
GA Core Program in such year, and each Sponsor Coinvestor commits an amount of capital that such
Sponsor Coinvestor wishes to invest in the GA Core Program through the Sponsor Coinvestment
Funds during such calendar year. The annual capital commitment amount of each Sponsor Coinvestor
is subject to the approval of General Atlantic, and represents the targeted amount that such Sponsor
Coinvestor will fund to a Sponsor Coinvestment Fund for Core Program investments during such
calendar year. The actual amount funded by such Sponsor Coinvestor in the GA Core Program in
such year increases or decreases depending on whether or not the GA Core Program Partnerships and
the Sponsor Coinvestment Funds invest, in the aggregate, an amount more or less or equal to the
Annual Investment Target (as defined below) and depending on the number of follow-on investments
in which such Sponsor Coinvestor participates. During a calendar year, certain eligible new partners
and new employees of GASC or its subsidiaries and persons who commence a professional or
business relationship (including individuals that become Senior Advisors to GASC or its subsidiaries)
with GA LP, GASC or its subsidiaries will become Sponsor Coinvestors during such year and each
such Sponsor Coinvestor makes a capital commitment to the GA Core Program of the targeted amount
that such Sponsor Coinvestor wishes to invest in portfolio companies during such year (such capital
commitment amount subject to the approval of General Atlantic). In addition, during a calendar year,
a Sponsor Coinvestor may cease to be a partner or employee of GASC or its subsidiaries or cease to
have a professional or business relationship with GA LP, GASC or its subsidiaries and, consequently,
GASC may terminate such Sponsor Coinvestor’s participation in the Sponsor Coinvestment Program.
In this case, such Sponsor Coinvestor will no longer have the right to participate in new investments
in Core Program portfolio companies notwithstanding that such Sponsor Coinvestor has made a
capital commitment with respect to such year. While they will not make any new commitments to
the Sponsor Coinvestment Funds, former partners, members or employees of GASC or its subsidiaries
will continue to have an existing interest in the Sponsor Coinvestment Funds and may also continue
to be investors in the Personal Investment Vehicles described under “F. Personal Investment Vehicles”
below.
F. Personal Investment Vehicles
Separate from its advisory services provided to third-party capital and the Sponsor Coinvestment
Funds, GASC provides investment advisory and management services to several private investment
funds whose investors are members, partners or employees (or former partners, members or
employees) of GASC and its subsidiaries (the “Personal Investment Vehicles”). The Personal
Investment Vehicles make and hold investments that are Personal Investments (as defined in “Item
11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”). The
Personal Investment Vehicles do not pay any fees to GASC for its services, but GASC is reimbursed
for certain costs and expenses. The Personal Investment Vehicles do not participate in the GA Core
Program but they may participate in another GA Client where permitted under the documents
governing such other GA Client. The Personal Investment Vehicles are managed by General Atlantic
Prism, L.P. (“GA Prism”), which is under common control with GASC and is a relying advisor of
GASC.
As referred to herein, “GA Clients” includes the Global Growth Equity Clients, the GA Credit
Clients, the Continuation Vehicles, the LP Coinvestment Vehicles and the Sponsor Coinvestment
Funds. Investors in the GA Clients, including the Sponsor Coinvestors, are referred to herein
collectively as “Limited Partners.”
Each GA Client is governed by, and the terms of each GA Client are as set forth in, the Governing
Documents of each such GA Client. The General Partners have also entered into side letters or other
similar agreements with certain Limited Partners that have the effect of establishing rights under,
supplementing or altering the GA Clients’ Governing Documents or a Limited Partner’s subscription
agreement.