Stockbridge Capital Group, LLC (“Stockbridge,” “we,” “our” or “us”) was formed in April 2003 to
provide real estate investment advisory services and became registered as an investment adviser
with the United States Securities and Exchange Commission (the “SEC”) in January 2009. Stockbridge
is controlled by its Chief Executive Officer, Terrence Fancher.
Our investment advisory and supervisory services to clients (as defined below) are provided
principally with respect to real estate properties and real estate-related assets and businesses. Our
investment activities generally are separated into three broad real estate investment categories:
core, value-added and opportunistic. For a further description of these categories, as well as
information on the specific investment strategies we pursue and how we may tailor our services to
meet the needs of our clients, please refer to “Item 8 – Methods of Analysis, Investment Strategies
and Risk of Loss.”
Stockbridge provides investment advisory and supervisory services to the following commingled
investment funds and related co-investment partnerships or vehicles:
• Stockbridge Real Estate Fund, LP, a Delaware limited partnership (“Fund I”);
• Stockbridge Real Estate Fund II, consisting of six parallel Delaware limited partnerships1, each
designed to meet the differing tax and regulatory needs of investors (collectively, “Fund II”);
• Stockbridge Real Estate Fund III, consisting of two parallel Delaware limited partnerships2,
each designed to meet the differing tax and regulatory needs of investors (collectively, “Fund
III” and together with Fund I and Fund II, the “Opportunity Funds”);
• YES Communities, LLC, a Delaware limited liability company (“YES Communities”);
• PSERS YES Holdings, LP, a Delaware limited partnership (“PSERS YES Investor”);
• Stockbridge TI Fund, LP, a Delaware limited partnership (“TI Fund”);
• Stockbridge TI Series 2 Fund, LP, a Delaware limited partnership (“TI Series 2 Fund”);
• Stockbridge TI Series 3 Fund, LP, a Delaware limited partnership (“TI Series 3 Fund”);
• Stockbridge YBI Fund, LP, a Delaware limited partnership (“YBI Fund”);
• Stockbridge Strategic Industrial Venture, LLC, a Delaware limited liability company (“SSIV”);
• Stockbridge SIV Reno, LLC, a Delaware limited liability company (“SIV Reno”);
• Stockbridge NLP, LLC, a Delaware limited liability company (“Stockbridge NLP”);
• NLP Investor, LP, a Delaware limited partnership (“NLP Investor”);
• Stockbridge U.S. Logistics, LP, a Delaware limited partnership (“U.S. Logistics”);
• Stockbridge Helix Investor, LP, a Delaware limited partnership (“Helix Investor”);
• Stockbridge MORE Communities, LLC, a Delaware limited liability company (“SMORE I”);
1 The six limited partnerships comprising Fund II are Stockbridge Real Estate Fund II-A, LP, Stockbridge Real Estate Fund
II-B, LP, Stockbridge Real Estate Fund II-C, LP, Stockbridge Real Estate Fund II-D, LP, Stockbridge Real Estate Fund II-E, LP
and Stockbridge Real Estate Fund II-T, LP (collectively, the “Fund II Constituent Funds”). The Fund II Constituent Funds
invest alongside one another in all Fund II investments. References herein to Fund II include all of the Fund II Constituent
Funds.
2 The two limited partnerships comprising Fund III are Stockbridge Real Estate Fund III-A, LP and Stockbridge Real Estate
Fund III-C, LP (collectively, the “Fund III Constituent Funds”). The Fund III Constituent Funds invest alongside one another
in all Fund III investments. References herein to Fund III include all of the Fund III Constituent Funds.
• Stockbridge MORE Communities II, LLC, a Delaware limited liability company (“SMORE II”);
and
• Stockbridge U.S. SFR Investor, LP, a Delaware limited partnership (“SFR Investor”)
We refer to the Opportunity Funds, TI Fund, TI Series 2 Fund, TI Series 3 Fund, YBI Fund, Helix
Investor and any future similarly structured funds collectively herein as “Funds.” We refer to YES
Communities, SSIV, SIV Reno, Stockbridge NLP, SMORE I and SMORE II collectively as “Platforms,”
which are investment vehicles built around specific investment themes, property type(s) and/or
management expertise of any operating partner. Platforms are typically structured as pooled
investment vehicles with a limited number of investors or members (as applicable), including in
some cases affiliates of Stockbridge. We refer to our Funds, Platforms, PSERS YES Investor, NLP
Investor, U.S. Logistics, SFR Investor and separately managed accounts collectively as “clients.”
The Opportunity Funds are closed-end limited partnerships organized to operate as private real
estate opportunity funds. While the investment strategy of each Opportunity Fund differs slightly,
the Opportunity Funds have generally pursued investments in real estate assets that generally
require substantial renovation, repositioning, strategic or “ground-up” development,
redevelopment or land entitlement.
TI Fund was formed in 2016 to invest in horizontal land development on Treasure Island and Yerba
Buena Island, San Francisco, California.
YBI Fund was formed in 2018 for the purpose of buying improved land on Yerba Buena Island in San
Francisco, CA, and developing it.
YES Communities, qualified to be taxed as a real estate investment trust (a “REIT”), was formed in
2016 to acquire approximately 98.5% of the interests in YES Communities OP, LP (the “YES OP”),
which in turn acquired manufactured homes communities
and a business.
PSERS YES Investor was formed to invest in YES Communities.
SSIV, qualified to be taxed as a REIT, was formed in 2019. SSIV and its wholly-owned subsidiary,
Stockbridge Strategic Industrial Venture OP, LP (“SSIV OP”), were formed to acquire, manage and
dispose industrial properties located in the United States. SIV Reno was formed in 2019 in order to
acquire, manage and dispose of industrial properties located in the United States.
Stockbridge NLP, qualified to be taxed as a REIT, was formed in 2019. Stockbridge NLP and its wholly-
owned subsidiary, Stockbridge NLP OP, LP (“NLP OP”), were formed in order to acquire, manage and
dispose of industrial properties located in the United States.
NLP Investor, LP was formed in 2019 to invest in Stockbridge NLP. U.S. Logistics was formed in 2020
to invest in Stockbridge NLP and in other industrial properties.
TI Series 2 Fund was formed in 2020 for the purpose of acquiring improved land on Treasure Island
in San Francisco, California, and developing it.
Helix Investor was formed in 2020 for the purpose of investing in two life sciences real estate
redevelopment projects.
TI Series 3 Fund was formed in 2021 for the purpose of acquiring improved land on Treasure Island
in San Francisco, California, and developing it.
SMORE I and SMORE II, each qualified to be taxed as a REIT, and their subsidiaries, Stockbridge
MORE Communities OP, LP (“SMORE I OP”) and Stockbridge MORE Communities OP II, LP (“SMORE
II OP”) were formed to acquire, manage and dispose of single family rental communities located in
the United States.
SFR Investor was formed in 2021 to invest in SMORE I and SMORE II.
With respect to SSIV, SIV Reno and Stockbridge NLP, Stockbridge entered into Services and Sub-
advisory Agreements with an affiliate, Core and Value Advisors, LLC (“CVA”), for CVA to provide
investment advisory services to each client. With respect to U.S. Logistics, Stockbridge and CVA
jointly entered into an Investment Management Agreement with the client. With respect to SMORE
I and SMORE II, Stockbridge entered into Services Agreement with an affiliate, MORE Residential
Advisors, LLC (“MORE Residential”), for MORE Residential to provide asset management and
investment sourcing services on behalf of SMORE I and SMORE II. For further information, please
refer to “Item 10 – Other Financial Activities and Affiliations.”
We may form and manage additional investment funds in the future. We also advise separately
managed accounts (each, an “SMA” and collectively, “SMAs”) for real estate investors (each, an
“SMA Client” and collectively, “SMA Clients”). We provide advice to SMA Clients regarding
investment of client funds in real estate assets based on such client’s individual investment needs.
We work closely with SMA Clients to understand their goals and objectives and develop investment
strategies that address the needs of the individual SMA Clients. SMA Client investment advisory
agreements may provide for services relating to a single asset, may provide for services for a
portfolio of assets, and may include investment guidelines, restrictions, and parameters designed
to meet the client’s desired investment strategy and risk tolerance, which may limit investments to
certain locations or types of assets and may also limit the extent of leverage. We typically produce
an Annual Business Plan designed to implement the client’s goals, and also provide clients with
quarterly and annual reporting concerning the investments, income and expenses of the account.
The organization of the assets within an SMA differs with each SMA Client, but typically includes one
or a series of partnerships, limited liability companies or corporations (or a combination of the
foregoing) owning real estate properties and other real estate and real estate-related assets and
businesses. Stockbridge or an affiliated entity may serve directly or indirectly as general partner of
one or more of the partnerships holding the assets within an SMA, or as managing member or
manager of one or more of the limited liability companies holding the assets within an SMA. Our
investment professionals may also serve as officers of any such entities, or as officers and/or
directors of one or more corporations holding assets within an SMA. We may also assume
management of an existing SMA that was previously managed by an unaffiliated manager.
Stockbridge tailors its advisory services to the specific investment objectives and restrictions of each
client account as set forth in such client account’s confidential private placement memorandum,
limited partnership agreement, limited liability company agreement, investment management
agreement and/or other governing documents including investor side letters (collectively, the
“Governing Documents”). Investors and prospective investors of each client should refer to the
applicable Governing Documents for complete information on the investment objectives and
investment restrictions with respect to such client. There is no assurance that any of the client
accounts’ investment objectives will be achieved or that their investment strategies will be
successful.
As of December 31, 2023, Stockbridge managed $19,916,853,8423 of client assets, including
$3,763,393,461 of client assets managed on a discretionary basis and $16,153,460,3814 managed
on a non-discretionary basis.