ADVISORY BUSINESS
Starboard Value LP, a Delaware limited partnership (the “Adviser”), provides discretionary
investment management services to private investment funds and offshore investment funds that
are offered to investors on a private placement basis (each a “Fund” and collectively, the “Funds”).
In addition, the Adviser serves as the investment adviser with discretionary trading authority and
also provides discretionary investment advisory services to separately managed accounts (the
“Managed Accounts”). As used herein, the term “client” generally refers to each Fund and each
beneficial owner of a Managed Account. The Adviser also provides non-discretionary investment
advisory services to an affiliated business (the “Advisory Client”).
The business of the Adviser is controlled by its principals Jeffrey Smith and Peter Feld
(collectively, the “Principals”).
The Funds include (1) Starboard Value and Opportunity Fund LP, a Delaware limited partnership
(the “Value and Opportunity Domestic Fund”), (2) Starboard Value and Opportunity Fund Ltd, a
Cayman Islands exempted company (the “Value and Opportunity Offshore Fund”, together with
the Value and Opportunity Domestic Fund, the “Value and Opportunity Feeder Funds”), (3)
Starboard X Fund LP, a Delaware limited partnership (“X Domestic Fund”), (4) Starboard X
Offshore Fund Ltd, a Cayman Islands exempted company (the “X Offshore Fund”), (5) Starboard
X Cayman Fund LP, a Cayman Islands exempted limited partnership (the “X Cayman Fund”),
together with the X Offshore Fund and the X Domestic Fund, the “X Feeder Funds”), (6) Starboard
Leaders Fund LP, a Delaware limited partnership (the “Leaders Domestic Fund”), (7) Starboard
Leaders Offshore Fund LP, a Cayman Islands exempted limited partnership (the “Leaders Offshore
Fund”, collectively with the Leaders Domestic Fund, the “Leaders Funds”), (8) Starboard Leaders
Select Fund LP (the “Select Domestic Fund”), and (9) Starboard Leaders Select Offshore Fund LP
(the “Select Offshore Fund”, together with the Select Domestic Fund, the “Select Funds”). The
Value and Opportunity Domestic Fund directly invests substantially all of its assets through a
“master feeder” structure in Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands
exempted company (the “Value and Opportunity Master Fund”). The Value and Opportunity
Offshore Fund indirectly invests substantially all of its assets through Starboard Intermediate Fund,
L.P., a Cayman Islands exempted limited partnership (the “Value and Opportunity Intermediate
Fund”, collectively with the Value and Opportunity Feeder Funds and the Value and Opportunity
Master Fund, the “Value and Opportunity Funds”), into the Value and Opportunity Master Fund.
Generally, the Value and Opportunity Feeder Funds expect to pursue their investment programs
through the Value and Opportunity Master Fund, although they occasionally pursue them
indirectly by investing in other funds (the “Portfolio Funds”), the managers of which (the
“Portfolio Managers”) may be affiliates of the Investment Manager (any such affiliated Portfolio
Managers, the “Affiliated Portfolio Managers,” and any Portfolio Funds managed by such
Affiliated Portfolio Managers, the “Affiliated Portfolio Funds”). The X Domestic Fund invests
substantially all of its assets through a “master feeder” structure in Starboard X Master Fund Ltd,
a Cayman Islands exempted company (the “X Master Fund”). The X Offshore Fund and X
Cayman Fund indirectly invest all of their assets through Starboard X Intermediate Fund LP, a
Cayman Islands exempted limited partnership (the “X Intermediate Fund”, collectively with the X
Feeder Funds and the X Master Fund, the “X Funds”), into the X Master Fund. Generally, the X
Feeder Funds expect to pursue their investment programs through the X Master Fund, although
they occasionally pursue them indirectly by investing in other Portfolio Funds or Affiliated
Portfolio Funds. The Leaders Offshore Fund invests substantially all of its assets through the
Leaders Domestic Fund, which in turn makes portfolio investments directly or through special
purpose vehicles (“SPVs”). The Select Offshore Fund invests substantially all of its assets through
the Select Domestic Fund, which in turn makes portfolio investments directly or through SPVs.
The Adviser serves as the investment manager with discretionary trading authority to the Funds.
Starboard Value A LP, a Delaware limited partnership affiliated with the Adviser (the “Fund
General Partner”), serves as the general partner of the Value and Opportunity Domestic Fund, the
Value and Opportunity Intermediate Fund, the Leaders Domestic Fund and the Select Domestic
Fund. The Fund General Partner is also a special limited partner of the X Domestic Fund, X
Cayman Fund and the X Intermediate Fund, and assists the X Fund General Partner (as defined
below) in evaluating the investment program and investment strategies of the X Domestic Fund,
X Cayman Fund and the X Intermediate Fund. Starboard Value A GP LLC serves as general
partner of the Leaders Offshore Fund and the Select Offshore Fund (the “Offshore GP”, and
together with the Fund General Partner and the Adviser, the “Firm”). Starboard Value R LP, a
Delaware limited partnership affiliated with the Adviser (the “X Fund General Partner”) serves as
the general partner of the X Domestic Fund, X Cayman Fund and the X Intermediate Fund. The X
Fund General Partner is also a special limited partner of the Value and Opportunity Domestic Fund
and the Value and Opportunity Intermediate Fund, and assists the Fund General Partner in
evaluating the investment program and investment strategies of the Value and Opportunity
Domestic Fund and the Value and Opportunity
Intermediate Fund. Interests in the Funds are not
registered under the Securities Act of 1933 (the “Securities Act”), as amended, and the Funds are
not registered under the Investment Company Act of 1940 (the “Company Act”). Accordingly,
interests in the Funds are offered exclusively to investors satisfying the applicable eligibility and
suitability requirements either in private placement transactions within the United States (“U.S.”)
or in offshore transactions.
The general partner of the Adviser is Starboard Value GP LLC, a Delaware limited liability
company (the “Adviser General Partner”). The principal owner of the Adviser is Starboard
Principal Co LP, a Delaware limited partnership (the “Principal Co”). Ramius V&O Holdings
LLC, a Delaware limited liability company (“Ramius Holdings”) owns a minority interest in the
Adviser and the Adviser General Partner; Ramius Holdings’ ownership of the Adviser (and
Ramius Holdings’ parent companies) is detailed in Schedules A and B of Part 1A. The Principal
Co owns a majority equity interest in the Adviser and the Adviser General Partner. The owners
of the Principal Co are the Principals. The Principals comprise the Management Committee and
hold a majority of the voting interests of the Operating Committee of the Adviser General Partner.
Mr. Smith serves as Chief Executive Officer and Chief Investment Officer of the Adviser and
Adviser General Partner and Mr. Feld serves as Portfolio Manager of the Adviser and Adviser
General Partner. The day-to-day business decisions for the Advisory Business (as defined below)
are made by the Principals and investment decisions are made by the Investment Committee, which
is comprised of the Principals and Gavin Molinelli. Mr. Molinelli serves as Senior Partner and
Portfolio Manager of the Adviser. The Advisory Business is run independently from and is not
integrated or coordinated with the business of Ramius Holdings’ parent companies or affiliates.
This Brochure generally includes information about the Adviser and its relationships with its
clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain
information included herein applies to specific clients or affiliates only. This Brochure does not
constitute an offer to sell or solicitation of an offer to buy any securities.
The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to
clients, and investment strategies pursued and investments made by the Adviser on behalf of its
clients, should not be understood to limit in any way the Adviser’s investment activities. The
Adviser may offer any advisory services, engage in any investment strategy and make any
investment, including any not described in this Brochure, that the Adviser considers appropriate,
subject to each client’s investment objectives and guidelines. The investment strategies the Adviser
pursues are speculative and entail substantial risks. Clients should be prepared to bear a
substantial loss of capital. There can be no assurance that the investment objectives of any client
will be achieved.
The Adviser’s investment decisions and advice with respect to each Fund are subject to each
Fund’s investment objectives and guidelines, as set forth in its offering documents. Similarly, the
Adviser’s investment decisions and advice with respect to each Managed Account are subject to
each client’s investment objectives and guidelines, as set forth in the client’s investment
management agreement or operating agreement, as applicable, as well as any written instructions
provided by the client to the Adviser.
The Adviser has full discretionary authority with respect to investment decisions and its advice
with respect to the Funds and Managed Accounts is made in accordance with the investment
objectives and guidelines as set forth in the Funds’ respective offering memoranda or client’s
investment management agreement or operating agreement, as applicable. The Adviser does not
exercise discretionary authority with respect to investment decisions undertaken by the Advisory
Client.
The clients will invest primarily, although not exclusively, in the public and private securities of
U.S. public companies that the Adviser believes are deeply undervalued by the marketplace and
likely to experience a significant appreciation in value as a result of operational improvements, a
change in ownership, corporate direction or management, or improved corporate governance.
(Also see Item 8 for a further description of the investment strategies of the clients.)
The Adviser, from time to time, enters into agreements, such as side letters, with certain underlying
investors of the Funds that, in each case, provide for terms of investment that are more favorable
than the terms provided to other underlying investors of the Funds. Such special or more favorable
rights may include (i) different or more favorable redemption rights (which generally will be no
more frequent than quarterly); (ii) greater information than may be provided to other investors;
(iii) different fee or incentive compensation terms; (iv) more favorable transfer rights; (v) certain
other rights that a particular investor may require due to the laws, rules, regulations or policies
applicable to such investor; (vi) confidentiality and investor-specific disclosure requirements; and
(vii) various other rights.
As of December 31, 2023, the Adviser’s net assets under management were approximately $8.495
billion, including the net asset value of existing investments, binding capital commitments, and
non-binding capital commitments subject to opt-out.