Lionstone Partners is an SEC-registered investment adviser and exempt commodity pool operator that commenced
operations in October 2001. Lionstone Partners is wholly owned by Columbia Management Investment Advisers, LLC
(“CMIA”), which is a wholly-owned subsidiary of Ameriprise Financial, Inc. and is an SEC-registered investment
adviser. The executive team of Lionstone Partners includes Stewart Bennett as the firm’s Interim Chief Executive Officer,
and the other executives of Lionstone Partners are Andrew Bruce, Samantha Castaneda, Dan Dubrowski, Sachin Grover,
Bailey Jones, Sean Liu, Andrew Lusk, Hans Nordby, Richard Rowell, and John Schaefer (collectively, with Stewart
Bennett, the “Lionstone Executives”).
This Brochure describes the investment advisory services offered by Lionstone Partners, LLC and the words “we,” “our,”
“us,” “the firm”, “our firm”, “Lionstone” and similar words mean Lionstone Partners, LLC. We are providing this Brochure
to persons who receive or who may receive investment advisory services from us in order to ensure compliance with the
Advisers Act.
Lionstone Partners and its affiliated investment advisers, Cash Flow Asset Management, L.P. (“CFAM”) and Lionstone
CFRE II Real Estate Advisory, LLC (“CFRE REA”), and Lionstone LORE Two, LLC (“LORE Two GP”), Lionstone
CFRE II Real Estate Capital, L.P. (“CFRE Two GP”), Lionstone U.S. Land One GP, LLC. (“USL One GP”), Lionstone
USL Two GP, LLC (“USL Two GP”), Lionstone VA Four, L.P. (“LVA Four GP”), Lionstone VA Five, L.P. (“LVA
Five GP”), Lionstone Raleigh Development Partners GP, LLC, Lionstone RDP Channel House Investors GP, LLC,
Lionstone RDP PCS Phase I Investors GP, LLC, Lionstone RDP Platform Investors GP, LLC, Lionstone RDP Tower V
Investors GP, LLC (“Tower V”), Lionstone RDP Co‐Investment Fund I, GP, LLC, Lionstone RDP St. Albans Investors
GP, LLC, Lionstone BBP GP, LLC, and Lionstone Commercial Real Estate Alpha Driver Partners, GP, LLC.
(“CREAD”), provide investment advisory services to private investment funds and a managed account that focus on real
estate and real estate-related transactions. (LORE Two GP, CFRE Two GP, USL One GP, USL Two GP, LVA Four GP,
LVA Five GP, Lionstone Raleigh Development Partners GP, LLC, Lionstone RDP Channel House Investors GP, LLC,
Lionstone RDP PCS Phase I Investors GP, LLC, Lionstone RDP Platform Investors GP, LLC, Lionstone RDP Co‐
Investment Fund I, GP, LLC, Lionstone RDP St. Albans Investors GP, LLC, Lionstone BBP GP, LLC, and Lionstone
CREAD Partners Two, LLC are collectively referred to hereinafter as the “General Partners”). Each General Partner is
registered under the Advisers Act pursuant to Lionstone Partners’ registration in accordance with SEC guidance and
operates as a single advisory business together with Lionstone Partners.
The General Partners and Lionstone Partners, CFAM, and CFRE REA are hereinafter referred to as the “Advisers”.
LORE Two GP, a Texas limited partnership, is the general partner of Lionstone Oregon Real Estate One, LP, a Texas
limited partnership (formerly known as Lionstone Cash Flow Office One, L.P.) (together with any feeder vehicles,
alternative investment vehicles and other special purpose entities, “LORE Two”).
CFRE Two GP, LLC, a Delaware limited partnership, is the general partner of Lionstone-Hermes Real Estate Venture, L.P.,
a Delaware limited partnership (together with any feeder vehicles, alternative investment vehicles and other special
purpose entities, “LHREV”).
USL One GP, LLC, a Delaware limited partnership, is the general partner of Lionstone U.S. Land One, L.P., a Delaware
limited partnership (together with any feeder vehicles, alternative investment vehicles and other special purpose entities,
“USL One”).
USL Two GP, a Delaware limited partnership, is the general partner of Lionstone U.S. Land Two, L.P., a Delaware limited
partnership (together with any feeder vehicles, alternative investment vehicles and other special purpose entities, “USL
Two”).
LVA Four GP, a Delaware limited partnership, is the general partner for Lionstone U.S. Value-Add Four, L.P., a Delaware
limited partnership (together with any feeder vehicles, alternative investments vehicles and other special purpose entities,
“LVA Four”).
LVA Five GP, a Delaware limited partnership, is the general partner for Lionstone U.S. Value-Add Five, L.P., a Delaware
limited partnership (together with any feeder vehicles, alternative investments vehicles and other special purpose entities,
“LVA Five”).
Lionstone BBP GP, LLC, is the general partner for Houston BBP, L.P., a Delaware limited partnership (together with any
feeder vehicles, alternative investments vehicles and other special purpose entities).
Lionstone CREAD Partners Two, LLC is the general partner for Lionstone Commercial Real Estate Alpha Driver Partners,
L.P. a Delaware limited partnership (together with any feeder vehicles, alternative investments vehicles and other special
purpose entities).
Lionstone Raleigh Development Partners GP, LLC, a Delaware limited partnership, is the general partner for Lionstone
Raleigh Development Partners, L.P., (together with any feeder vehicles, alternative investments vehicles and other special
purpose entities).
Lionstone RDP Channel House Investors GP, LLC, a Delaware limited partnership, is the general partner for Lionstone
RDP Channel House Investors, L.P. (together with any feeder vehicles, alternative investments vehicles and other special
purpose entities).
Lionstone RDP PCS Phase I Investors GP, LLC, a Delaware limited partnership, is the general partner for Lionstone RDP
PCS Phase I Investors, L.P. (together with any feeder vehicles, alternative investments vehicles and other special purpose
entities).
Lionstone RDP Platform Investors GP, LLC, a Delaware limited partnership, is the general partner for Lionstone RDP
Platform Investors, L.P. and Lionstone
RDP St. Albans Investors, L.P. (together with any feeder vehicles, alternative
investments vehicles and other special purpose entities).
Lionstone RDP Tower V Investors GP, LLC, a Delaware limited partnership, is the general partner for Lionstone RDP
Tower V Investors, L.P. (together with any feeder vehicles, alternative investments vehicles and other special purpose
entities).
Lionstone RDP Co‐Investment Fund I GP, LLC, a Delaware limited partnership, is the general partner for Lionstone RDP
Co-Investment Fund I, L.P. (together with any feeder vehicles, alternative investments vehicles and other special purpose
entities).
Lionstone RDP St. Albans Investors GP, LLC, a Delaware limited partnership, is the general partner for Lionstone RDP
St. Albans Investors, L.P. (together with any feeder vehicles, alternative investments vehicles and other special purpose
entities).
Each of the General Partners is currently managed by Andrew Bruce under the direction of Lionstone Partners. CMIA
has the right to replace and remove the managers of each General Partner at any time.
Lionstone Partners (a) through its shared control of each General Partner, manages the business and affairs of LORE Two,
LHREV, USL One, USL Two, LVA Four, LVA Five, Lionstone Raleigh Development Partners, L.P., Lionstone RDP
Channel House Investors L.P., Lionstone RDP PCS Phase I Investors L.P., Lionstone RDP Platform Investors L.P.,
Lionstone RDP Tower V Investors, L.P., Lionstone RDP Co-Investment Fund I, L.P., Lionstone RDP St. Albans
Investors, L.P., Houston BBP, L.P. and CREAD, (each, a “Fund,” collectively, the “Funds” and together with any future
private investment fund managed by Lionstone Partners, the “Private Investment Funds”). The investors of the Funds
(other than the General Partners), as applicable, are referred to herein as “Limited Partners” and together with the
General Partners, the “Partners”. Lionstone also manages the business and affairs of CFAM and CFRE REA.
The Funds invest through negotiated transactions in real estate assets, securities and operating entities (which, collectively,
may be referred to herein as “portfolio companies”) in accordance with the investment criteria and limitations set forth
in each Fund’s limited partnership agreement (“Limited Partnership Agreement”) or limited liability company
agreement (“Limited Liability Company Agreement”). Lionstone Partners’ investment advisory services to the Funds
consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and
monitoring investments and achieving dispositions for such investments. From time to time, where such investments
consist of portfolio companies or other entities, the senior principals or other personnel of Lionstone may serve on such
entities’ respective boards of directors (or other governing body) or otherwise act to influence control over management of
entities in which the Funds have invested.
Lionstone’s advisory services are detailed in the applicable private placement memoranda and the supplements thereto
(each, a “Private Placement Memorandum” and, collectively, the “Private Placement Memoranda”) and/or the
Limited Partnership Agreement, Limited Liability Company Agreements or Investment Management Agreement of the
Funds, as applicable, and are further described below under “Methods of Analysis, Investment Strategies and Risk of
Loss.” Investors in the Private Investment Funds participate in the overall investment program for the applicable Private
Investment Fund but may be excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the relevant Limited Partnership Agreement, Limited Liability Company Agreement or other
applicable document. The Private Investment Funds or the Advisers may enter into side letters or other similar agreements
with certain investors that have the effect of establishing rights (including economic or other terms) under, or altering or
supplementing the terms of, the relevant Limited Partnership Agreement or Limited Liability Company Agreement with
respect to such investors.
Additionally, from time to time, the Advisers may provide (or agree to provide) certain investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers, Lionstone’s personnel
and/or certain other persons associated with Lionstone (to the extent not prohibited by the applicable fund documentation),
co- investment opportunities (including the opportunity to participate in co-invest vehicles) that will invest in certain
investments alongside a Private Investment Fund. Such co-investments, if any, typically involve investment and disposal
of interests in the applicable investment at the same time and on the same terms as the Private Investment Fund making the
investment. However, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle may purchase
a portion of an investment from a Private Investment Fund after such Private Investment Fund has consummated its
investment (also known as a post-closing sell-down or transfer). Any such purchase from a Private Investment Fund by a
co-investor or co-invest vehicle generally occurs shortly after the Private Investment Fund’s completion of the investment
to avoid any changes in valuation of the investment, and the co-investor or co-invest vehicle may be charged interest on
the purchase to compensate the relevant Private Investment Fund for the holding period, and generally will be required to
reimburse the relevant Private Investment Fund for related costs.
As of December 31, 2023, the amount of client assets managed (reported as Regulatory Assets Under Management) on a
discretionary basis was $4,258,976,967 and the amount of client assets managed on a non-discretionary basis was
$123,457,135.